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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. 461148-AA6
1.
Name of Reporting Person:
Foster City LLC
I.R.S. Identification Nos. of above persons (entities only):
94-3258541
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
o
(b)
þ
3.
SEC Use Only:
4.
Source of Funds (See Instructions):
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
6.
Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
563,031
8.
Shared Voting Power:
N/A
9.
Sole Dispositive Power:
563,031
10.
Shared Dispositive Power:
N/A
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
563,031
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
13.
Percent of Class Represented by Amount in Row (11):
2.7%
14.
Type of Reporting Person (See Instructions):
IV
CUSIP No. 461148-AA6
1.
Name of Reporting Person:
Redemco, L.L.C.
I.R.S. Identification Nos. of above persons (entities only):
94-3372020
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
o
(b)
þ
3.
SEC Use Only:
4.
Source of Funds (See Instructions):
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
6.
Citizenship or Place of
Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
2,787,195
8.
Shared Voting Power:
N/A
9.
Sole Dispositive Power:
2,787,195
10.
Shared Dispositive Power:
N/A
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,787,195
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
13.
Percent of Class Represented by Amount in Row (11):
13.6%
14.
Type of Reporting Person (See Instructions):
IV
CUSIP No. 461148-AA6
1.
Name of Reporting Person:
Mill Creek Systems, LLC
I.R.S. Identification Nos. of above persons (entities only):
84-1526882
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
o
(b)
þ
3.
SEC Use Only:
4.
Source of Funds (See Instructions):
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
6.
Citizenship or Place of Organization:
Colorado
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
2,787,195
8.
Shared Voting Power:
N/A
9.
Sole Dispositive Power:
2,787,195
10.
Shared Dispositive Power:
N/A
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,787,195
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
13.
Percent of Class Represented by Amount in Row (11):
13.6%
14.
Type of Reporting Person (See Instructions):
IV
CUSIP No. 461148-AA6
1.
Name of Reporting Person:
Ann Becher Smead
I.R.S. Identification Nos. of above persons (entities only):
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
o
(b)
þ
3.
SEC Use Only:
4.
Source of Funds (See Instructions):
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
6.
Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
2,787,195
8.
Shared Voting Power:
10,000
9.
Sole Dispositive Power:
2,787,195
10.
Shared Dispositive Power:
10,000
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,797,195
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
13.
Percent of Class Represented by Amount in Row (11):
13.6%
14.
Type of Reporting Person (See Instructions):
IN
(a)
This Statement is filed on behalf of Foster City LLC, a California limited
liability company, Redemco, L.L.C., a Delaware limited liability company, Mill Creek
Systems, LLC, a Colorado limited liability company, and Ann Becher Smead.
(b)-(c)
Foster City LLC is a holding company for various investments. Ann Becher Smead is
one of three Managers of Foster City LLC. The address of Foster City LLCs principal
business is 395 Mill Creek Circle, Vail, Colorado 81657. The address of Foster City
LLCs executive offices is the same as the address of its principal business.
Redemco, L.L.C. is a holding company for various investments. Mill Creek Systems,
LLC is one of two Managing Members of Redemco, L.L.C. The address of Redemco,
L.L.C.s principal business is 395 Mill Creek Circle, Vail, Colorado 81657. The
address of Redemco, L.L.C.s executive offices is the same as the address of its
principal business.
Mill Creek Systems, LLC is a holding company for various investments. Ann Becher
Smead is the sole Manager of Mill Creek Systems, LLC. The address of Mill Creek
System LLCs principal business is 395 Mill Creek Circle, Vail, Colorado 81657. The
address of Mill Creek Systems, LLCs executive offices is the same as the address of
its principal business.
Set forth on Schedule I is the name, and present principal occupation or employment,
and the name, principal business and address of any corporation or other organization
in which such employment is conducted, of each of the directors and executive
officers of or other persons exercising control over Foster City LLC, Redemco, L.L.C.
and Mill Creek Systems, LLC as of the date hereof.
(d)-(e)
During the last five years, the Filing Persons (i) have not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) have
not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f)
Ann Becher Smead is a citizen of the United States of America.
(a)
Subject to market conditions and other factors deemed relevant by Redemco,
L.L.C., Redemco, L.L.C. may, from time to time, directly or indirectly, dispose of
additional shares of the Common Stock or purchase additional such shares in open-market
or privately negotiated transactions.
(a)
As of the date hereof, Foster City LLC owns of record 563,031 shares of Common
Stock, representing 2.7% of the outstanding shares of Common Stock (the percentage of
shares owned being based upon 20,574,100 shares outstanding on August 8, 2005, as set
forth in Intevacs Form 10-Q filed August 11, 2005).
As of the date hereof, Redemco, L.L.C. owns of record 2,787,195 shares of Common
Stock, representing 13.6% of the outstanding shares of Common Stock (the percentage
of shares owned being based upon
20,574,100 shares outstanding on August 8, 2005, as set forth in Intevacs Form 10-Q
filed August 11, 2005).
As of the date hereof, Mill Creek Systems, LLC may be deemed to own indirectly
2,787,195 shares of Common Stock, representing 13.6% of the outstanding shares of
Common Stock (the percentage of shares owned being based upon 20,574,100 shares
outstanding on August 8, 2005, as set forth in Intevacs Form 10-Q filed August 11,
2005), by virtue of its status as a Managing Member of Redemco, L.L.C.
As of the date hereof, Ann Becher Smead may be deemed to own indirectly 2,797,195
shares of Common Stock, representing 13.6% of the outstanding shares of Common Stock
(the percentage of shares owned being based upon 20,574,100 shares outstanding on
August 8, 2005, as set forth in Intevacs Form 10-Q filed August 11, 2005), by virtue
of her status as (i) the sole Manager of Mill Creek Systems, LLC, a Managing Member
of Redemco, L.L.C., (ii) owner of, together with the Ann Becher Smead Marital Trust,
a 100% interest in Mill Creek Systems, LLC and (iii) the Co-Trustee of The Ann Becher
Smead Marital Trust. The number of shares of Common Stock as to which Ann Becher
Smead may be deemed a beneficial owner consists of (1) 2,787,195 shares owned of
record by Redemco, L.L.C., and (2) 10,000 shares owned of record by the Ann Becher
Smead Marital Trust. Ann Becher Smead is also one of three Managers of Foster City
LLC. Ann Becher Smead does not have sole or shared power to vote of dispose of any
shares of Common Stock held of record by Foster City LLC.
(b)
Foster City LLC has sole power to vote and to dispose of 563,031 shares of
Common Stock.
Redemco, L.L.C. has sole power to vote and to dispose of 2,787,195 shares of Common
Stock.
Mill Creek Systems, LLC has sole power to vote and to dispose of 2,787,195 shares of
Common Stock.
Ann Becher Smead has sole power to vote and to dispose of 2,787,195 shares of Common
Stock. She has, in her capacity as Co-Trustee, shared power to vote and to dispose
of 10,000 shares of Common Stock held by the Ann Becher Smead Marital Trust with John
D. Smead, the other Co-Trustee of the Ann Becher Smead Marital Trust. John D. Smead
is a citizen of the United Stated of America. During the last five years, he (i) has
not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Set forth on Schedule I is Mr.
Smeads present principal occupation or employment, and the name, principal business
and address of any corporation or other organization in which such employment is
conducted as of the date hereof.
(c)
Except as described below, none of the Filing Persons has effected any
transactions in the Common Stock during the past 60 days:
This Amendment No. 5 to Schedule 13D relates to the sale by Redemco, L.L.C. of an
aggregate of 468,774 shares of Common Stock of Intevac in a series of open market and
block transactions described below constituting public resales conducted under
Intevacs registration statement on Form S-3 filed May 16, 2005, and as such
registration statement has been amended. No funds or other consideration were paid
by Redemco, L.L.C. with respect to its sale of the Common Stock other than a
brokerage commission of $0.07 per share sold, or $32,814.18 in the aggregate. The
following is a breakdown by day of the shares sold by Redemco, L.L.C. and the average
price per share at which such shares were sold on such day:
Date of Sale
No. of Shares Sold
Average Price
Total Price
Transaction Type
108,406
$
14.5500
$
1,577,307.30
Block Sales
68,945
$
14.6003
$
1,006,617.68
Open Market Sales
15,423
$
14.6169
$
225,436.45
Open Market Sales
75,000
$
14.0000
$
1,050,000.00
Block Sales
63,000
$
13.0000
$
819,000.00
Block Sale
138,000
$
13.0074
$
1,795,021.20
Open Market Sales
(d)
The Filing Persons know of no person, other than the Filing Persons, who has
the right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the shares of Common Stock beneficially owned by Filing
Persons as reported herein.
(e)
On February 10, 2004, Foster City LLC ceased to be the beneficial owner of more
than five percent of the Common Stock of Intevac.
A*
Promissory Note, dated December 1, 1999, between Kaiser Aerospace & Electronics
Corporation and Foster City LLC.
B*
Stock Purchase Agreement, dated December 1, 1999, between Kaiser Aerospace &
Electronics Corporation and Foster City LLC.
C*
Stock Purchase Agreement, dated June 16, 2003, between Redemco, L.L.C. and
Foster City LLC.
D*
Joint Filing Agreement, dated June 18, 2003 by and among Foster City LLC,
Redemco, L.L.C., H. Joseph Smead and Edward Durbin.
E*
Joint Filing Agreement dated January 26, 2004 by and between Foster City LLC,
Redemco, L.L.C., the Estate of H. Joseph Smead, Mill Creek Systems, LLC, Ann Becher
Smead and Edward Durbin.
F*
Joint Filing Agreement dated February 20, 2004 by and between Foster City LLC,
Redemco, L.L.C., Mill Creek Systems, LLC and Ann Becher Smead.
G*
Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to
Intevacs Registration Statement of Form S-3, filed on December 19, 2003 (File No.
333-111342)).
H*
Lock Up Agreement of Foster City LLC, dated December 15, 2003.
I*
Lock Up Agreement of Redemco, L.L.C., dated December 15, 2003.
J*
Lock Up Agreement of H. Joseph Smead, dated December 15, 2003.
K
Joint Filing Agreement dated September 7, 2005 by and between Foster City LLC,
Redemco, L.L.C., Mill Creek Systems, LLC and Ann Becher Smead.
*
Previously filed.
Dated: September 8, 2005
Foster City LLC
By:
/s/ Ann Becher Smead
Ann Becher Smead
Manager and Vice President
Dated: September 8, 2005
Redemco, L.L.C.
By: Mill Creek Systems, LLC, Managing Member
By:
/s/ Ann Becher Smead
Ann Becher Smead
Manager
Dated: September 8, 2005
Mill Creek Systems, LLC
By:
/s/ Ann Becher Smead
Ann Becher Smead
Manager
Dated: September 8, 2005
/s/ Ann Becher Smead
Ann Becher Smead
Name
Occupation or Employment
Manager and Vice President of Foster City LLC
Manager of Foster City LLC
Manager and President of Foster City LLC; Director and
Vice President of CL Financial Corporation, 18315 Mt.
Baldy Circle, Fountain Valley, CA 92708
Chief Financial Officer and Secretary of Foster City LLC
Vice President of Foster City LLC
Name
Occupation or Employment
Managing Member
Director and Vice President of Redemco, L.L.C.
Director of Redemco, L.L.C.
Managing Member, Director and President of Redemco,
L.L.C.; Director and Vice President of CL Financial
Corporation, 18315 Mt. Baldy Circle, Fountain
Valley, CA 92708
Chief Financial Officer and Secretary of Redemco,
L.L.C.
Vice President of Redemco, L.L.C.
Name
Occupation or Employment
Manager
FOSTER CITY LLC
REDEMCO, L.L.C.
By:
/s/ Ann Becher Smead
By:
Mill Creek Systems, LLC, Managing Member
Ann Becher Smead
Manager
By:
/s/ Ann Becher Smead
Ann Becher Smead
Manager
/s/ Ann Becher Smead
MILL CREEK SYSTEMS, LLC
Ann Becher Smead
By:
/s/ Ann Becher Smead
Ann Becher Smead
Manager