The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to common shares, par value $0.00001 (the “Shares”), of MEMSIC, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is One Tech Drive, Suite 325, Andover, Massachusetts 01810.
| Item 2. | Identity and Background. |
(a) This statement is filed by Potomac Capital Partners II, L.P., a Delaware limited partnership (“PCP II”), Potomac Capital Management II, L.L.C., a Delaware limited liability company (“Potomac Management II”), Potomac Capital Partners III, L.P., a Delaware limited partnership (“PCP III”), Potomac Capital Management III, L.L.C., a Delaware limited liability company (“Potomac Management III”), Paul J. Solit and Eric Singer. 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 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 the Reporting Persons is 825 Third Ave, 33rd Floor, New York, New York 10022.
(c) The principal business of PCP II is investing in securities. The principal business of Potomac Management II is acting as the general partner of PCP II. The principal business of PCP III is investing in securities. The principal business of Potomac Management III is acting as the general partner of PCP III. The principal occupation of Mr. Solit is serving as the co-managing member of each of Potomac Management II and Potomac Management III. The principal occupation of Mr. Singer is serving as the co-managing member of each of Potomac Management II and Potomac Management III.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person 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) Each of PCP II, Potomac Management II, PCP III and Potomac Management III is organized under the laws of the State of Delaware. Messrs. Solit and Singer are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price of the 923,170 Shares owned directly by PCP II is approximately $1,586,952, including brokerage commissions. The Shares owned directly by PCP II were acquired with its working capital.
The aggregate purchase price of the 287,500 Shares owned directly by PCP III is approximately $435,563, including brokerage commissions. The Shares owned directly by PCP III were acquired with its working capital.
PCP II and PCP III each effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 24,134,585 Shares outstanding, which is the total number of Shares outstanding as of August 10, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 10, 2012, as amended on September 7, 2012.
As of the close of business on October 30, 2012, PCP II beneficially owns 923,170 Shares, constituting approximately 3.8% of the Shares outstanding. By virtue of their relationships with PCP II discussed in further detail in Item 2, each of Potomac Management II and Messrs. Solit and Singer may be deemed to beneficially own the Shares beneficially owned by PCP II.
As of the close of business on October 30, 2012, PCP III beneficially owns 287,500 Shares, constituting approximately 1.2% of the Shares outstanding. By virtue of their relationships with PCP III discussed in further detail in Item 2, each of Potomac Management III and Messrs. Solit and Singer may be deemed to beneficially own the Shares beneficially owned by PCP III.
(b) PCP II, Potomac Management II and Messrs. Solit and Singer share the power to vote and dispose of the Shares beneficially owned by PCP II. PCP III, Potomac Management III and Messrs. Solit and Singer share the power to vote and dispose of the Shares beneficially owned by PCP III.
(c) Schedule A annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, except as otherwise noted.
(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.
(e) Not applicable.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On October 30, 2012, PCP II, Potomac Management II, PCP III, Potomac Management III and Messrs. Solit and Singer entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 | Joint Filing Agreement by and among Potomac Capital Partners II, L.P., Potomac Capital Management II, L.L.C., Potomac Capital Partners III L.P., Potomac Capital Management III, L.L.C., Paul J. Solit and Eric Singer, dated October 31, 2012. |
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: October 31, 2012 | POTOMAC CAPITAL PARTNERS II, L.P. |
| | |
| | By: | Potomac Capital Management II, L.L.C. |
| | | General Partner |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Co-Managing Member |
| | POTOMAC CAPITAL MANAGEMENT II, L.L.C. |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Co-Managing Member |
| | POTOMAC CAPITAL PARTNERS III, L.P. |
| | |
| | By: | Potomac Capital Management III, L.L.C. |
| | | General Partner |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Co-Managing Member |
| | POTOMAC CAPITAL MANAGEMENT III, L.L.C. |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Co-Managing Member |
| | |
| | PAUL J. SOLIT |
| | |
| | | | |
| | | |
| | ERIC SINGER | |
SCHEDULE A
Transactions in the Shares During the Past 60 Days
Shares of Common
Stock Purchased/ (Sold) | Price Per Share($) | Date of Purchase |
POTOMAC CAPITAL PARTNERS II, L.P.
| 287,500 | 1.5000 | 8/24/2012 |
| 43,000 | 1.6007 | 9/27/2012 |
| 14,608 | 1.5961 | 9/28/2012 |
| 4,600 | 1.5996 | 10/1/2012 |
| 3,000 | 1.6342 | 10/3/2012 |
| 12,500 | 1.6283 | 10/4/2012 |
| 20,000 | 1.7100 | 10/5/2012 |
| 20,000 | 1.7200 | 10/8/2012 |
| 4,000 | 1.7000 | 10/10/2012 |
| 202,000 | 1.7000 | 10/10/2012 |
| 2,000 | 1.6997 | 10/10/2012 |
| (631) | 1.8300 | 10/11/2012 |
| (10,600) | 1.7454 | 10/11/2012 |
| 68,000 | 1.8500 | 10/16/2012 |
| 24,563 | 1.9924 | 10/17/2012 |
| 66,500 | 1.9899 | 10/18/2012 |
| 8,800 | 1.9048 | 10/19/2012 |
| 19,930 | 1.8363 | 10/22/2012 |
| 20,000 | 1.8540 | 10/23/2012 |
| 10,400 | 1.8513 | 10/24/2012 |
| 49,000 | 1.8838 | 10/25/2012 |
| 54,000 | 1.9532 | 10/26/2012 |
POTOMAC CAPITAL MANAGEMENT II, L.L.C.
None
POTOMAC CAPITAL PARTNERS III, L.P.
POTOMAC CAPITAL MANAGEMENT III, L.L.C.
None
PAUL J. SOLIT
None
