The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth.
| Item 1. | Security and Issuer. |
Item 1 is hereby amended and restated to read as follows:
This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of Advanced Analogic Technologies Incorporated (the “Issuer”). The address of the principal executive offices of the Issuer is 830 East Arques Avenue, Sunnyvale, California 94085.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) This Schedule 13D is being filed by Dialectic Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”), the investment manager of Dialectic Capital Partners, LP, a Delaware limited partnership (“DCP”), Dialectic Offshore, Ltd., a Cayman Islands exempted company (“DOF”), Dialectic Antithesis Partners, LP, a Delaware limited partnership (“DAP”), Dialectic Antithesis Offshore, Ltd., a Cayman Islands exempted company (“DAO”), Dialectic Offshore, L2, Ltd., a Cayman Islands exempted company (“DOL2”), John Fichthorn, a natural person who is a U.S. citizen (“JF”) and a managing member of the Investment Manager, and Luke Fichthorn, a natural person who is a U.S. citizen (“LF”) and a managing member of t he Investment Manager (the Investment Manager, DCP, DOF, DAP, DAO, DOL2, JF and LF, collectively the “Reporting Persons”).
(b) The principal business address for each of the Investment Manager, DCP, DAP, JF and LF is 875 Third Avenue, 15th Floor, New York, New York 10022. The principal business address for DOF, DAO and DOL2 is c/o Goldman Sachs Administration Services, Hardwicke House, 2nd Floor, Hatch Street, Dublin 2, Ireland.
(c) The principal business of DCP, DOF, DAP, DAO and DOL2 is investing in securities. The principal business of the Investment Manager is providing investment advice. The principal occupation of JF and LF is investment management. Information with respect to the directors of DOF, DAO and DOL2 is attached as Schedule A to this Amendment No. 1 (“Schedule A”).
JF and LF are the managing members of the Investment Manager and, as a result, each of JF and LF may be deemed to control such entity. Accordingly, each of JF and LF may be deemed to have a beneficial interest in the Shares by virtue of the Investment Manager’s role as investment manager to or general partner of, as the case may be, DCP, DOF, DAP, DAO and DOL2 and the Investment Manager’s power to vote and/or dispose of the Shares. Each of the Investment Manager, JF and LF disclaims beneficial ownership of the Shares owned by DCP, DOF, DAP, DAO and DOL2 except to the extent of his or its respective pecuniary interest, if any, therein.
(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.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by DCP, DOF, DAP, DAO and DOL2 were purchased with working capital (no borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business) in open market purchases. The aggregate purchase cost of the 2,960,629 Shares beneficially owned in the aggregate by DCP, DOF, DAP, DAO and DOL2 is approximately $11,068,076, excluding brokerage commission.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On January 11, 2011, DCP delivered a letter to the members of the Issuer’s Board of Directors (the “Board”) expressing its concern with the Issuer’s disappointing stock price performance. The letter expresses DCP’s belief that the Issuer’s disappointing stock price performance is a reflection of poor financial performance and a failure to execute a viable growth strategy and that these issues are directly attributable to the current management and the Board.
In the letter, DCP states its intention to nominate individuals for election to the Board at the Issuer’s 2011 annual meeting of stockholders (the “2011 Annual Meeting”) and that the election of its independent nominees will help ensure the best interests of stockholders are properly represented on the Board.
The letter further expresses DCP’s belief that a reconstituted Board with independent stockholder representatives is required to reverse the long, steep decline in stockholder value and that a reconstituted Board focused on reviewing all strategic alternatives, including a sale of the Issuer, presents the best opportunity of increasing value for all stockholders.
A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 42,212,503 Shares outstanding, as of October 22, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 27, 2010.
| (a, b) | As of the close of business on January 10, 2011, the Investment Manager may be deemed to be the beneficial owner of 2,960,629 Shares, constituting approximately 7.0% of the Shares outstanding. |
| | The Investment Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,960,629 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,960,629 Shares. |
| | The Investment Manager specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. |
| (a, b) | As of the close of business on January 10, 2011, DCP may be deemed to be the beneficial owner of 506,212 Shares, constituting approximately 1.2% of the Shares outstanding. |
| | DCP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 506,212 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 506,212 Shares. |
| | DCP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. |
| | DCP, 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 to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DCP specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein. |
| (a, b) | As of the close of business on January 10, 2011, DOF may be deemed to be the beneficial owner of 335,327 Shares, constituting less than one percent of the Shares outstanding. |
| | DOF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 335,327 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 335,327 Shares. |
| | DOF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. |
| | DOF, 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 to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DOF specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein. |
| (a, b) | As of the close of business on January 10, 2011, DAP may be deemed to be the beneficial owner of 899,501 Shares, constituting approximately 2.1% of the Shares outstanding. |
| | DAP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 899,501 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 899,501 Shares. |
| | DAP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. |
| | DAP, 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 to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DAP specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein. |
| (a, b) | As of the close of business on January 10, 2011, DAO may be deemed to be the beneficial owner of 674,672 Shares, constituting approximately 1.6% of the Shares outstanding. |
| | DAO has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 674,672 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 674,672 Shares. |
| | DAO specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. |
| | DAO, 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 to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DAO specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein. |
| (a, b) | As of the close of business on January 10, 2011, DOL2 may be deemed to be the beneficial owner of 544,917 Shares, constituting approximately 1.3% of the Shares outstanding. |
| | DOL2 has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 544,917 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 544,917 Shares. |
| | DOL2 specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. |
| | DOL2 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 to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DOL2 specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein. |
| (a, b) | As of the close of business on January 10, 2011, JF may be deemed to be the beneficial owner of 2,960,629 Shares, constituting approximately 7.0% of the Shares outstanding. |
| | JF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,960,629 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,960,629 Shares. |
| | JF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. |
| (a, b) | As of the close of business on January 10, 2011, LF may be deemed to be the beneficial owner of 2,960,629 Shares, constituting approximately 7.0% of the Shares outstanding. |
| | LF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,960,629 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,960,629 Shares. |
| | LF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. |
| (c) | The trading dates, number of Shares purchased and price per share for all transactions in the Shares by the Reporting Persons in the past 60 days are set forth in Schedule B. All such transactions were effected in open market transactions with brokers, except where indicated. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On January 11, 2011, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
| | Exhibit 99.1 | Letter to the Board of Directors of Advanced Analogic Technologies Incorporated, dated January 11, 2011. |
| | | |
| | Exhibit 99.2 | Joint Filing Agreement by and among Dialectic Capital Management, LLC, Dialectic Capital Partners, LP, Dialectic Offshore, Ltd., Dialectic Antithesis Partners, LP, Dialectic Antithesis Offshore, Ltd., Dialectic Offshore, L2, Ltd., John Fichthorn and Luke Fichthorn, dated January 11, 2011. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 11, 2011
| | DIALECTIC CAPITAL PARTNERS, LP |
| | |
| | By: | Dialectic Capital, LLC, its general partner |
| | | |
| | By: | |
| | | Name: | John Fichthorn |
| | | Title: | Managing Member |
| | DIALECTIC CAPITAL MANAGEMENT, LLC |
| | |
| | By: | |
| | | Name: | John Fichthorn |
| | | Title: | Managing Member |
| | DIALECTIC OFFSHORE, LTD. |
| | |
| | By: | |
| | | Name: | John Fichthorn |
| | | Title: | Director |
| | DIALECTIC ANTITHESIS PARTNERS, LP |
| | |
| | By: | Dialectic Capital, LLC, its general partner |
| | | |
| | By: | |
| | | Name: | John Fichthorn |
| | | Title: | Managing Member |
| | DIALECTIC ANTITHESIS OFFSHORE, LTD. |
| | |
| | By: | |
| | | Name: | John Fichthorn |
| | | Title: | Director |
| | DIALECTIC OFFSHORE, L2, LTD. |
| | |
| | By: | |
| | | Name: | John Fichthorn |
| | | Title: | Director |
SCHEDULE A
Directors of Dialectic Offshore, Ltd.
| Name and Position | | Principal Occupation | | Principal Business Address | | Citizenship |
| | | | | | | |
John Fichthorn Director | | Managing Member of Dialectic Capital Management, LLC | | 875 Third Avenue, 15th Floor New York, New York 10022 | | United States |
| | | | | | | |
Scott Dakers Director | | Manager Fiduciary Services at Ogier Fiduciary Services, Ltd | | Ogier Fiduciary Services, Ltd 89 Nexus Way, Camana Bay Grand Cayman KY1-9007 Cayman Islands | | United Kingdom |
| | | | | | | |
Inderjit Singh Director | | Manager Fiduciary Services at Ogier Fiduciary Services, Ltd | | Ogier Fiduciary Services, Ltd 89 Nexus Way, Camana Bay Grand Cayman KY1-9007 Cayman Islands | | United Kingdom |
Directors of Dialectic Antithesis Offshore, Ltd.
| Name and Position | | Principal Occupation | | Principal Business Address | | Citizenship |
| | | | | | | |
John Fichthorn Director | | Managing Member of Dialectic Capital Management, LLC | | 875 Third Avenue, 15th Floor New York, New York 10022 | | United States |
| | | | | | | |
Scott Dakers Director | | Manager Fiduciary Services at Ogier Fiduciary Services, Ltd | | Ogier Fiduciary Services, Ltd 89 Nexus Way, Camana Bay Grand Cayman KY1-9007 Cayman Islands | | United Kingdom |
| | | | | | | |
Inderjit Singh Director | | Manager Fiduciary Services at Ogier Fiduciary Services, Ltd | | Ogier Fiduciary Services, Ltd 89 Nexus Way, Camana Bay Grand Cayman KY1-9007 Cayman Islands | | United Kingdom |
Directors of Dialectic Offshore, L2, Ltd.
| Name and Position | | Principal Occupation | | Principal Business Address | | Citizenship |
| | | | | | | |
John Fichthorn Director | | Managing Member of Dialectic Capital Management, LLC | | 875 Third Avenue, 15th Floor New York, New York 10022 | | United States |
| | | | | | | |
Scott Dakers Director | | Manager Fiduciary Services at Ogier Fiduciary Services, Ltd | | Ogier Fiduciary Services, Ltd 89 Nexus Way, Camana Bay Grand Cayman KY1-9007 Cayman Islands | | United Kingdom |
| | | | | | | |
Inderjit Singh Director | | Manager Fiduciary Services at Ogier Fiduciary Services, Ltd | | Ogier Fiduciary Services, Ltd 89 Nexus Way, Camana Bay Grand Cayman KY1-9007 Cayman Islands | | United Kingdom |
SCHEDULE B
Transactions in the Shares During the Past 60 Days
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
DIALECTIC CAPITAL PARTNERS, LP |
| | | | |
| 211 | | 3.6020 | 11/22/10 |
| 2 | | 3.6000 | 11/23/10 |
| 38 | | 3.8000 | 12/03/10 |
| 529 | | 3.8000 | 12/03/10 |
| 280 | | 3.8000 | 12/06/10 |
| 230 | | 3.7904 | 12/06/10 |
| 200 | | 3.7993 | 12/07/10 |
| 179 | | 3.7993 | 12/07/10 |
| 9 | | 3.9000 | 12/13/10 |
| 28 | | 3.9000 | 12/14/10 |
| | | | |
| DIALECTIC OFFSHORE, LTD. |
| | | | |
| 176 | | 3.8000 | 12/03/10 |
| 12 | | 3.8000 | 12/03/10 |
| 93 | | 3.8000 | 12/06/10 |
| 77 | | 3.7904 | 12/06/10 |
| 67 | | 3.7993 | 12/07/10 |
| 59 | | 3.7993 | 12/07/10 |
| 3 | | 3.9000 | 12/13/10 |
| 9 | | 3.9000 | 12/14/10 |
| | | | |
| DIALECTIC ANTITHESIS OFFSHORE, LTD. |
| | | | |
| 545 | | 3.9333 | 12/29/10 |
| 22,493 | | 3.9988 | 12/29/10 |
| 530 | | 4.0000 | 12/30/10 |
| 5,043 | | 3.9973 | 12/31/10 |
| 2,007 | | 4.0490 | 01/04/11 |
| 1,199 | | 3.9038 | 01/05/11 |
| 5,869 | | 3.9400 | 01/06/11 |
| 29,012 | | 3.9400 | 01/07/11 |
| 9,331 | | 3.9600 | 01/10/11 |
| | | | |
| DIALECTIC ANTITHESIS PARTNERS, LP |
| | | | |
| 17,942 | | 3.9988 | 12/29/10 |
| 434 | | 3.9333 | 12/29/10 |
| 421 | | 4.0000 | 12/30/10 |
| 4,021 | | 3.9973 | 12/31/10 |
| 1,600 | | 4.0490 | 01/04/11 |
| 954 | | 3.9038 | 01/05/11 |
| 4,681 | | 3.9400 | 01/06/11 |
| 23,150 | | 3.9400 | 01/07/11 |
| 7,442 | | 3.9600 | 01/10/11 |
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
| | | | |
| DIALECTIC OFFSHORE, L2, LTD. |
| | | | |
| 49,789 | | 3.6020 | 11/22/10 |
| 598 | | 3.6000 | 11/23/10 |
| 25,300 | | 3.7987 | 12/03/10 |
| 10,212 | | 3.8000 | 12/03/10 |
| 140,295 | | 3.8000 | 12/03/10 |
| 61,027 | | 3.7904 | 12/06/10 |
| 74,317 | | 3.8000 | 12/06/10 |
| 52,983 | | 3.7993 | 12/07/10 |
| 47,428 | | 3.7993 | 12/07/10 |
| 2,457 | | 3.9000 | 12/13/10 |
| 7,619 | | 3.9000 | 12/14/10 |
| 521 | | 3.9333 | 12/29/10 |
| 21,565 | | 3.9988 | 12/29/10 |
| 506 | | 4.0000 | 12/30/10 |
| 4,834 | | 3.9973 | 12/31/10 |
| 1,923 | | 4.0490 | 01/04/11 |
| 1,147 | | 3.9038 | 01/05/11 |
| 5,626 | | 3.9400 | 01/06/11 |
| 27,825 | | 3.9400 | 01/07/11 |
| 8,945 | | 3.9600 | 01/10/11 |
