The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
| | (a) | This statement is filed by: |
| | (i) | Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it; |
| | (ii) | Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard LLC”), with respect to the Shares directly and beneficially owned by it; |
| | (iii) | Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund and the manager of Starboard LLC; |
| | (iv) | Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP; |
| | (v) | Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP; |
| | (vi) | Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co; |
| | (vii) | Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; |
| | (viii) | Mark Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; |
| | (ix) | Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Starboard LLC, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 599 Lexington Avenue, 19th Floor, New York, New York 10022. The address of the principal office of Starboard V&O Fund is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A, annexed to the initial Schedule 13D (“Schedule A”) and are incorporated by reference in this Item 2.
The principal business address of Robert Kramer is c/o Altitude Capital Partners, 485 Madison Avenue, New York, New York 10022.
The principal business address of Michael C. Mulica is c/o Synchronoss Technologies, Inc., 750 Route 202 South, Suite 600, Bridgewater, NJ 08807.
(c) The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard LLC has been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund and the manager of Starboard LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
The principal occupation of Mr. Kramer is serving as Managing Partner of Altitude Capital Partners, a leading private investment firm focused on investing in businesses whose primary assets are intellectual property. The principal occupation of Mr. Mulica is serving as President of Synchronoss Technologies, Inc., the world’s leading provider of transaction management, cloud enablement and mobile connectivity services for connected devices.
(d) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been 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) Messrs. Smith, Mitchell, Feld, Kramer and Mulica are citizens of the United States of America. The citizenship of the persons listed on Schedule A, is set forth therein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On September 12, 2011, the Issuer announced that Peter A. Feld has been appointed as Chairman of the Board.
Over the past several weeks, the Reporting Persons have engaged in discussions with the Board of the Issuer regarding the nomination of certain director candidates recommended by the Reporting Persons at the Issuer’s 2011 annual meeting of the stockholders (the “2011 Annual Meeting”) and the composition of the Issuer’s Board generally. In light of the deadline for submitting nominations under the Issuer’s Amended and Restated Bylaws, as extended, and in order to preserve its rights to seek the election of director nominees at the 2011 Annual Meeting, Starboard V&O Fund delivered a letter to the Issuer on September 8, 2011 nominating Peter A. Feld, Robert Kramer and Michael C. Mulica for election to the Issuer’s Board at the 2011 Annual Meeting. The Reporting Persons intend to continue to engage in discussions with the Board of the Issuer regarding the nomination of Messrs. Kramer and Mulica for election as directors at the 2011 Annual Meeting.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) -(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 85,681,771 Shares outstanding, as of August 31, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 6, 2011.
| | (a) | As of the close of business on September 9, 2011, Starboard V&O Fund beneficially owned 5,836,394 Shares. |
Percentage: Approximately 6.8%.
| | (b) | 1. Sole power to vote or direct vote: 5,836,394 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 5,836,394 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard V&O Fund has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. |
| | (a) | As of the close of business on September 9, 2011, Starboard LLC beneficially owned 2,676,606 Shares. |
Percentage: 3.1%
| | (b) | 1. Sole power to vote or direct vote: 2,676,606 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,676,606 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard LLC has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. |
| | (a) | Starboard Value LP, as the investment manager of Starboard V&O Fund and the Manager of Starboard LLC, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 9.9%.
| | (b) | 1. Sole power to vote or direct vote: 8,513,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 8,513,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard Value LP has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. |
| | (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 9.9%.
| | (b) | 1. Sole power to vote or direct vote: 8,513,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 8,513,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. |
| | (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 9.9%.
| | (b) | 1. Sole power to vote or direct vote: 8,513,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 8,513,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. |
| | (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 9.9%.
| | (b) | 1. Sole power to vote or direct vote: 8,513,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 8,513,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. |
| G. | Messrs. Smith, Mitchell and Feld |
| | (a) | Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 9.9%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 8,513,000 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 8,513,000 |
| | (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. |
| H. | Messrs. Kramer and Mulica |
| | (a) | As of the close of business on September 9, 2011, neither of Messrs. Kramer or Mulica directly owned any Shares. Each of Messrs. Kramer and Mulica, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. Each of Messrs. Kramer and Mulica disclaims beneficial ownership of such Shares. |
Percentage: 0%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Neither of Messrs. Kramer or Mulica has entered into any transactions in the Shares during the past sixty days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On September 8, 2011, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the 2011 Annual Meeting (the “Solicitation”), and (c) Starboard V&O Fund and Starboard LLC agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to letter agreements, Starboard V&O Fund has agreed to indemnify Messrs. Kramer and Mulica against any and all claims of any nature arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Starboard V&O Fund has agreed to compensate Messrs. Kramer and Mulica for being named as and serving as nominees for election as directors of the Issuer pursuant to letter agreements (the “Compensation Letter Agreements”). Pursuant to the terms of the Compensation Letter Agreements, Starboard V&O Fund has agreed to pay each of Messrs. Kramer and Mulica (i) $10,000 in cash upon the earlier to occur of (a) the filing of a preliminary consent statement with the SEC relating to the Solicitation and (b) the submission of a letter to the Issuer nominating Messrs. Kramer and Mulica for election as directors at the Annual Meeting and (ii) $10,000 in cash upon the earlier to occur of (a) the filing of a definitive consent statement with the SEC relating to the Solicitation and (b) the filing of a definitive proxy statement with the SEC relating to a solicitation of proxies in favor of Messrs Kramer’s and Mulica’s election as directors of the Issuer at the 2011 Annual Meeting.
Pursuant to the Compensation Letter Agreements, each of Messrs. Kramer and Mulica agreed to use the after-tax proceeds from such compensation to acquire securities of the Issuer (the “Nominee Shares”) at such time that Messrs. Kramer and Mulica shall determine. If elected or appointed to serve as a director of the Board, each of Messrs. Kramer and Mulica agreed not to sell, transfer or otherwise dispose of any Nominee Shares within two years of their election or appointment as a director; provided, however, in the event that the Issuer enters into a business combination with a third party, each of Messrs. Kramer and Mulica may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreements is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
| | 99.1 | Joint Filing and Solicitation Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark Mitchell, Peter A. Feld, Robert Kramer and Michael C. Mulica, dated September 8, 2011. |
| | 99.2 | Form of Indemnification Letter Agreement. |
| | 99.3 | Form of Compensation Letter Agreement. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 12, 2011
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner | | STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC |
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| By: | |
| | Name: | Jeffrey C. Smith |
| | Title: | Authorized Signatory |
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| JEFFREY C. SMITH |
| Individually and as attorney-in-fact for Mark Mitchell, Peter A. Feld, Robert Kramer and Michael C. Mulica |
