SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)*
MEMC Electronic Materials, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
552715104
(CUSIP Number)
Toby E. Symonds
Managing Principal
Altai Capital Management, L.P.
152 West 57th Street, 10th Floor
New York, New York 10019
212-201-5763
With a copy to:
Steven J. Williams
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
212-373-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 2012
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 person’s 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).
CUSIP No. 552715104 | SCHEDULE 13D | Page 2 of 13 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Altai Capital Management, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 14 | TYPE OF REPORTING PERSON | |
CUSIP No. 552715104 | SCHEDULE 13D | Page 3 of 13 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Altai Capital Management, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 14 | TYPE OF REPORTING PERSON | |
CUSIP No. 552715104 | SCHEDULE 13D | Page 4 of 13 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Altai Capital Lancelot I GP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 14 | TYPE OF REPORTING PERSON | |
CUSIP No. 552715104 | SCHEDULE 13D | Page 5 of 13 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 14 | TYPE OF REPORTING PERSON | |
CUSIP No. 552715104 | SCHEDULE 13D | Page 6 of 13 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 14 | TYPE OF REPORTING PERSON | |
CUSIP No. 552715104 | SCHEDULE 13D | Page 7 of 13 |
This Schedule 13D reflects the beneficial ownership of the Reporting Persons (as defined below) as of June 8, 2012.
ITEM 1. Security and Issuer.
This Statement relates to the shares of common stock, par value $0.01 per share (the “Common Stock”) of MEMC Electronic Materials, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 501 Pearl Drive (City of O’Fallon), St. Peters, Missouri 63376.
ITEM 2. Identity and Background.
(a) This Statement is filed by Altai Capital Management, L.P., a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (“Investment Manager”), Altai Capital Management, LLC, a Delaware limited liability company (“IMGP”), Altai Capital Lancelot I GP, LLC, a Delaware limited liability company (“Lancelot GP”), Mr. Steven V. Tesoriere and Mr. Rishi Bajaj.
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 a Joint Filing Agreement, which is attached hereto as Exhibit A. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
This Statement relates to the Common Stock held for the account of Altai Capital Master Fund, Ltd., a Cayman Islands exempted company (“ACMF”) or Altai Capital Lancelot I, L.P., a Delaware limited partnership (“Lancelot”). Investment Manager serves as investment manager to each of ACMF and Lancelot. Each of Investment Manager, IMGP, Mr. Tesoriere and Mr. Bajaj may be deemed to have voting and dispositive power over the Common Stock held for the account of ACMF or Lancelot. Lancelot GP may be deemed to have voting and dispositive power over the Common Stock held for the account of Lancelot.
(b) The address of the principal business office of each Reporting Person is 152 West 57th Street, 10th Floor, New York, NY 10019.
(c) The principal business of Investment Manager is serving as the investment manager of certain investment funds, including ACMF and Lancelot. The principal business of IMGP is serving as the general partner of Investment Manager. The principal business of Lancelot GP is serving as the general partner of Lancelot. The principal business of Mr. Tesoriere is serving as a managing principal of Investment Manager and manager of IMGP and Lancelot GP. The principal business of Mr. Bajaj is serving as a managing principal of Investment Manager and manager of IMGP and Lancelot GP.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
CUSIP No. 552715104 | SCHEDULE 13D | Page 8 of 13 |
(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) Mr. Tesoriere is a citizen of the United States of America. Mr. Bajaj is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
The funds used in connection with the purchase of the shares of Common Stock (i) for the account of ACMF, were approximately $65,259,949 (including applicable commissions) and (ii) for the account of Lancelot, were approximately $3,103,676 (including applicable commissions). These funds were provided by working capital available to ACMF and Lancelot.
ITEM 4. Purpose of Transaction.
The Common Stock held for the account of ACMF or Lancelot was acquired in the ordinary course of the Reporting Persons’ business of purchasing, selling and trading in securities.
Depending upon market conditions and other factors that it may deem material, the Reporting Persons may purchase additional securities of the Issuer, including shares of Common Stock and/or related securities or may dispose of all or a portion of the Common Stock or securities that it now beneficially owns or may hereafter acquire.
The Reporting Persons have engaged or may in the future engage in discussions with and/or meet with management, the Board of Directors of the Issuer, potential acquirers, financing sources and other shareholders and/or formulate plans or proposals regarding the Issuer or its securities. As party of such activities, the Reporting Persons may take positions or make proposals with respect to potential changes in the operations, management, Board of Directors composition, ownership, capital structure, strategy and future plans of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934.
ITEM 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons (other than Lancelot GP) may be deemed the beneficial owners of 14,726,622 shares of Common Stock held for the account of ACMF and of 1,041,114 shares held for the account of Lancelot, which collectively constitute approximately 6.8% of all of the outstanding shares of Common Stock. Lancelot GP may be deemed the beneficial owner
CUSIP No. 552715104 | SCHEDULE 13D | Page 9 of 13 |
of 1,041,114 shares of Common Stock held for the account of Lancelot, which constitutes approximately 0.5% of all of the outstanding shares of Common Stock. The percentages above are based on the number of shares outstanding at May 3, 2012 as disclosed in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2012.
(b) The Reporting Persons (other than Lancelot GP) have the shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by them and held for the account of ACMF or Lancelot. Lancelot GP has the shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it and held for the account of Lancelot.
(c) The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto.
(d) ACMF has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the shares of Common Stock covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
None of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days
CUSIP No. 552715104 | SCHEDULE 13D | Page 10 of 13 |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.
Dated: June 8, 2012
| | ALTAI CAPITAL MANAGEMENT, L.P. | |
| | | | |
| | By: | /s/ Steven V. Tesoriere | |
| | | Name: Steven V. Tesoriere | |
| | | Title: Managing Principal | |
| | | | |
| | ALTAI CAPITAL MANAGEMENT, LLC | |
| | | | |
| | By: | /s/ Steven V. Tesoriere | |
| | | Name: Steven V. Tesoriere | |
| | | Title: Manager | |
| | | | |
| | ALTAI CAPITAL LANCELOT I GP, LLC | |
| | | | |
| | By: | /s/ Steven V. Tesoriere | |
| | | Name: Steven V. Tesoriere | |
| | | Title: Manager | |
| | | | |
| | | |
| | /s/ Steven V. Tesoriere | |
| | Name: Steven V. Tesoriere | |
| | Title: Manager | |
| | | | |
| | | |
| | /s/ Rishi Bajaj | |
| | Name: Rishi Bajaj | |
| | | | |
CUSIP No. 552715104 | SCHEDULE 13D | Page 11 of 13 |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of MEMC Electronic Materials, Inc. dated June 8, 2012 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
Dated: June 8, 2012
| | ALTAI CAPITAL MANAGEMENT, L.P. | |
| | | | |
| | By: | /s/ Steven V. Tesoriere | |
| | | Name: Steven V. Tesoriere | |
| | | Title: Managing Principal | |
| | | | |
| | ALTAI CAPITAL MANAGEMENT, LLC | |
| | | | |
| | By: | /s/ Steven V. Tesoriere | |
| | | Name: Steven V. Tesoriere | |
| | | Title: Manager | |
| | | | |
| | ALTAI CAPITAL LANCELOT I GP, LLC | |
| | | | |
| | By: | /s/ Steven V. Tesoriere | |
| | | Name: Steven V. Tesoriere | |
| | | Title: Manager | |
| | | | |
| | | |
| | /s/ Steven V. Tesoriere | |
| | Name: Steven V. Tesoriere | |
| | Title: Manager | |
| | | | |
| | | |
| | /s/ Rishi Bajaj | |
| | Name: Rishi Bajaj | |
| | | | |
CUSIP No. 552715104 | SCHEDULE 13D | Page 12 of 13 |
SCHEDULE 1
Transactions of the Reporting Persons Effected
During the Past 60 Days
The following transactions were effected during the past sixty (60) days:
| Person | Date | Security | Amount of Shs. Bought (Sold) | Approx. Price per Share (excl. commissions) |
| ACMF | 04/24/2012 | Common | 71,029 | $3.4498 |
| ACMF | 04/25/2012 | Common | 326,865 | $3.4590 |
| ACMF | 04/26/2012 | Common | 466,950 | $3.55 |
| ACMF | 04/27/2012 | Common | 46,695 | $3.6519 |
| ACMF | 04/27/2012 | Common | 700,425 | $3.5952 |
| ACMF | 04/27/2012 | Common | 233,475 | $3.5844 |
| ACMF | 05/02/2012 | Common | 186,720 | $3.5968 |
| ACMF | 05/03/2012 | Common | 93,360 | $3.477 |
| ACMF | 05/03/2012 | Common | 186,720 | $3.49 |
| ACMF | 05/03/2012 | Common | 140,040 | $3.4978 |
| ACMF | 05/03/2012 | Common | 93,360 | $3.4868 |
| ACMF | 05/04/2012 | Common | 93,370 | $3.4 |
| ACMF | 05/04/2012 | Common | 93,370 | $3.3999 |
| ACMF | 05/07/2012 | Common | 186,740 | $3.3286 |
| ACMF | 05/07/2012 | Common | 93,370 | $3.35 |
| ACMF | 05/17/2012 | Common | 653,590 | $1.6692 |
| ACMF | 05/18/2012 | Common | 233,425 | $1.64 |
| ACMF | 05/18/2012 | Common | 233,425 | $1.67 |
| ACMF | 05/29/2012 | Common | 40,803 | $1.6388 |
| ACMF | 05/29/2012 | Common | 1,867,400 | $1.6816 |
| ACMF | 05/30/2012 | Common | 466,850 | $1.6887 |
| ACMF | 05/30/2012 | Common | 280,110 | $1.6744 |
| ACMF | 05/30/2012 | Common | 466,850 | $1.69 |
| ACMF | 05/31/2012 | Common | 466,850 | $1.682 |
| ACMF | 05/31/2012 | Common | 317,458 | $1.6488 |
| ACMF | 05/31/2012 | Common | 149,392 | $1.6431 |
| Lancelot | 04/24/2012 | Common | 5,027 | $3.4498 |
| Lancelot | 04/25/2012 | Common | 23,135 | $3.4590 |
| Lancelot | 04/26/2012 | Common | 33,050 | $3.55 |
| Lancelot | 04/27/2012 | Common | 3,305 | $3.6519 |
| Lancelot | 04/27/2012 | Common | 49,575 | $3.5952 |
| Lancelot | 04/27/2012 | Common | 16,525 | $3.5844 |
| Lancelot | 05/02/2012 | Common | 13,280 | $3.5968 |
| Lancelot | 05/03/2012 | Common | 6,640 | $3.477 |
| Lancelot | 05/03/2012 | Common | 13,280 | $3.49 |
CUSIP No. 552715104 | SCHEDULE 13D | Page 13 of 13 |
| Person | Date | Security | Amount of Shs. Bought (Sold) | Approx. Price per Share (excl. commissions) |
| Lancelot | 05/03/2012 | Common | 9,960 | $3.4978 |
| Lancelot | 05/03/2012 | Common | 6,640 | $3.4868 |
| Lancelot | 05/04/2012 | Common | 6,630 | $3.4 |
| Lancelot | 05/04/2012 | Common | 6,630 | $3.3999 |
| Lancelot | 05/07/2012 | Common | 13,260 | $3.3286 |
| Lancelot | 05/07/2012 | Common | 6,630 | $3.35 |
| Lancelot | 05/17/2012 | Common | 46,410 | $1.6692 |
| Lancelot | 05/18/2012 | Common | 16,575 | $1.64 |
| Lancelot | 05/18/2012 | Common | 16,575 | $1.67 |
| Lancelot | 05/29/2012 | Common | 2,897 | $1.6388 |
| Lancelot | 05/29/2012 | Common | 132,600 | $1.6816 |
| Lancelot | 05/30/2012 | Common | 33,150 | $1.6887 |
| Lancelot | 05/30/2012 | Common | 19,890 | $1.6744 |
| Lancelot | 05/30/2012 | Common | 33,150 | $1.69 |
| Lancelot | 05/31/2012 | Common | 33,150 | $1.682 |
| Lancelot | 05/31/2012 | Common | 22,542 | $1.6488 |
| Lancelot | 05/31/2012 | Common | 10,608 | $1.6431 |
All of the above transactions were effected on the open market.
