UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
Transmeta Corporation
---------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
RILEY INVESTMENT MANAGEMENT LLC
-------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER
THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
On May 15, 2008, Riley Investment Partners Master Fund, L.P. sent a letter to
Transmeta Corporation nominating Bryant Riley and Melvin Keating to the Board of
Directors of Transmeta Corporation at the company's 2008 annual meeting. A copy
of the Schedule 13D of Riley Investment Partners Master Fund, L.P. and other
related parties disclosing the nominations is filed herewith.
INVESTOR NOTICES
Riley Investment Management LLC ("RIM") intends to file a proxy statement
regarding the election of directors of Transmeta Corporation (the "Company") at
the Company's 2008 annual meeting.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY RILEY INVESTMENT MANAGEMENT LLC
("RIM") FROM THE SHAREHOLDERS OF THE COMPANY FOR USE AT THE 2008 ANNUAL MEETING
OF SHAREHOLDERS OF THE COMPANY WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors and stockholders may obtain a free copy of any definitive proxy
statement (when available) and other related materials filed by RIM with the
Securities and Exchange Commission (the "SEC") at the SEC's website at
www.sec.gov. In addition, RIM will provide copies of the proxy statement, if
filed, without charge upon request.
The following may be deemed, under SEC rules, to be participants in the proxy
solicitation: RIM; the officers and management of RIM; the individuals nominated
by RIM affiliates for director, namely Bryant Riley and Melvin Keating, and the
following affiliates of RIM, which also beneficially own shares of the Company:
Riley Investment Partners Master Fund, L.P., B. Riley & Co., LLC and B. Riley &
Co. Retirement Trust. Information regarding RIM and the other participants and
their direct or indirect interests is available in RIM's Schedule 13Ds.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-2-101)
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. 7)(1)
TRANSMETA CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
89376R2080
(CUSIP Number)
RILEY INVESTMENT MANAGEMENT LLC
ATTN: BRYANT R. RILEY
11100 SANTA MONICA BLVD.
SUITE 810
LOS ANGELES, CA 90025
(310) 966-1445
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MAY 15, 2008
(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: |X|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
- --------------
(1) 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. 89376R208 13D Page 2
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Riley Investment Partners Master Fund, L.P.
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 347,943
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 347,943
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,943
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%(1)
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------- ----------------------------------------------------------------------
___________
(1) Based on 12,152,065 shares of common stock of Transmeta Corporation (the
"Issuer") outstanding at April 15, 2008, as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2008 filed with the
Securities and Exchange Commission on May 12, 2008.
CUSIP No. 89376R208 13D Page 3
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Riley Investment Management LLC
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 480,772(2)
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 510,715(3)
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 480,772(2)
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 510,715(3)
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
981,633(3)
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[x]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%(1)
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- --------- ----------------------------------------------------------------------
_____________
(2) Because Riley Investment Management LLC has sole investment and voting power
over 347,943 shares of Common Stock held by Riley Investment Partners Master
Fund, L.P. and 132,829 shares held in managed accounts by its investment
advisory clients, Riley Investment Management LLC may be deemed to have
beneficial ownership of these shares.
(3) Riley Investment Management LLC has shared voting and dispositive power over
510,715 shares of Common Stock held by its investment advisory clients, 500,861
of which are held by investment advisory accounts indirectly affiliated with Mr.
Riley or Riley Investment Partners Master Fund, L.P. However, Riley Investment
Management LLC disclaims beneficial ownership of the non-affiliated shares.
CUSIP No. 89376R208 13D Page 4
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
B. Riley & Co., LLC
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 29,000
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 50,000(4)
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 29,000
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 50,000(4)
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%(1)
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD
- --------- ----------------------------------------------------------------------
____________
(4) B. Riley & Co., LLC has shared voting and dispositive power over 50,000
shares of Common Stock held by a managed account, with which it is indirectly
affiliated.
CUSIP No. 89376R208 13D Page 5
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
B. Riley & Co. Retirement Trust
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,000
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,000
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0%(1)
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
EP
- --------- ----------------------------------------------------------------------
CUSIP No. 89376R208 13D Page 6
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Bryant R. Riley
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 514,772(5)
------ --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 560,715(6)
------ --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 514,772(5)
------ --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 560,715(6)
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,065,633(6)
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[x]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%(1)
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
_____________
(5) Because Riley Investment Management LLC has sole voting and investment power
over Riley Investment Partners Master Fund, L.P.'s security holdings and certain
managed accounts of its investment advisory clients and Mr. Riley, in his role
as the sole manager of Riley Investment Management LLC, controls its voting and
investment decisions, each of Riley Investment Management LLC and Mr. Riley may
be deemed to have beneficial ownership of the 347,943 shares of Common Stock
held by Riley Investment Partners Master Fund, L.P. and the 132,829 shares held
in managed accounts by its investment advisory clients. B. Riley & Co., LLC has
sole voting and dispositive power over 29,000 shares of common stock. Mr. Riley
is the Chairman and sole indirect equity owner of B. Riley & Co., LLC. Includes
5,000 shares held by the B. Riley & Co. Retirement Trust, of which Mr. Riley is
the trustee.
(6) Riley Investment Management LLC has shared voting and dispositive power over
510,715 shares of Common Stock held by its investment advisory clients, 500,861
of which are held by investment advisory accounts indirectly affiliated with Mr.
Riley or Riley Investment Partners Master Fund, L.P. Although Mr. Riley controls
Riley Investment Management LLC's voting and investment decisions for its
investment advisory clients, Mr. Riley disclaims beneficial ownership of the
non-affiliated shares. B. Riley & Co., LLC has shared voting and dispositive
power over 50,000 shares of Common Stock. Mr. Riley is the Chairman and sole
indirect equity owner of B. Riley & Co., LLC.
CUSIP No. 89376R208 13D Page 7
ITEM 2. IDENTITY AND BACKGROUND
Item 2 (a)(ii) is hereby amended by adding the following:
B. Riley & Co. Retirement Trust (employee benefit plan)
Item 2 (c) is hereby amended by adding the following:
Mr. Riley is the trustee of the B. Riley & Co. Retirement Trust
("BRCRT")
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended by adding the following:
On May 15, 2008, RIP sent a letter to the Issuer nominating Mr.
Riley and Melvin Keating for election to the Issuer's Board of
Directors at the Issuer's 2008 annual meeting. The foregoing
description of the letter is qualified in its entirety by
reference to the letter attached as Exhibit A.
Each of RIP's nominees have consented to be named in the proxy
statement filed or distributed on behalf of RIP or RIM in
connection with the solicitation of proxies for their election and
to serve as a director if elected pursuant to such solicitation.
The Reporting Persons expressly disclaim beneficial ownership of
any shares of Common Stock held by the nominees, other than those
held by Mr. Riley.
The taking of the actions proposed by the Reporting Persons at the
annual meeting of Issuer's stockholders described above would
result in a change in the Issuer's present board of directors and
management.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(c) is amended to add the following:
(c) In the ordinary course of business, BRC may effect
transactions in connection with its market making activities,
as well as for customer transactions. The transactions
effected by the Reporting Persons in Common Stock that have
taken place in the past 60 days are set forth on Exhibit A of
Exhibit A.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Letter, dated May 15, 2008, to the Issuer nominating
directors for election at the annual meeting of stockholders.
CUSIP No. 89376R208 13D Page 8
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.
Date: May 15, 2008
Riley Investment Partners Master Fund, L.P.
By: Riley Investment Management LLC,
its General Partner
By: /s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley, Managing Member
Riley Investment Management LLC
By: /s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley, Managing Member
B. Riley & Co, LLC
By: /s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley, Chairman
B. Riley & Co. Retirement Trust
By: /s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley, Trustee
By: /s/ Bryant R. Riley
---------------------------------------
Bryant R. Riley
RILEY INVESTMENT PARTNERS MASTER FUND, L.P.
C/O RILEY INVESTMENT MANAGEMENT LLC
11100 SANTA MONICA BOULEVARD, SUITE 810
LOS ANGELES, CA 90025
May 15, 2008
Transmeta Corporation
2540 Mission College Boulevard
Santa Clara, CA 95054
Attention: Secretary
Dear Sir or Madam:
In accordance with Section 1.11 of the Bylaws of Transmeta Corporation (the
"Company"), the undersigned shareholder of the Company (the "Shareholder")
hereby nominates Bryant Riley and Melvin Keating for election to the Company's
Board of Directors at the Company's 2008 annual meeting.
This letter and all Exhibits and enclosures hereto are collectively referred to
as the "Notice." Accordingly, this Notice shall serve to satisfy the nomination
requirements of Section 1.1 of the Bylaws of the Company as to the below
described nominations.
INFORMATION REGARDING THE SHAREHOLDER
The Shareholder holds, in the aggregate, 347,943 shares of common stock,
$0.00001 par value ("Common Stock"), of the Company. Of those 347,943 shares of
Common Stock, the Shareholder holds of record 1,000 shares of Common Stock.
The name and address of the Shareholder, as it appears on the Company's books
is:
Riley Inv Partners Master Fund Limited Partnership
11100 Santa Monica Boulevard, Suite 810
Los Angeles, CA 90025
DIRECTOR NOMINATIONS
Exhibit A to this Notice and other enclosures sets forth certain additional
information about Bryant Riley and Melvin Keating (each of such foregoing
persons, a "Nominee") and the Shareholder, consisting of information required
under Section 1.11(a)(ii) of the Bylaws of the Company and Regulation 14A of the
Securities and Exchange Act of 1934. Each of the Nominees has consented to being
named in the proxy statement filed or distributed on behalf of the Shareholder
in connection with the solicitation of proxies for the election of the Nominees
to the Company's Board of Directors and to serve as a director of the Company if
elected pursuant to that solicitation. Copies of such consents are enclosed.
Page 2
Transmeta Corporation
We have no reason to believe that any of the Nominees will be disqualified or
unwilling or unable to serve if elected. We reserve the right to nominate
substitute persons if the Company makes or announces any changes to its Bylaws,
or takes or announces any other action that has, or if consummated would have,
the effect of disqualifying any of the Nominees. If any individual Nominee shall
be unable to serve, this Notice shall continue to be effective with respect to
the remaining Nominees and as to any replacement Nominee selected by the
Shareholder.
To the extent that the size of the Board of Directors is more than seven (7) or
the number of directors up for election at the Company's 2008 annual meeting is
more than two, then the Shareholder reserves the right to nominate additional
nominees to be elected to the Company's Board of Directors at the annual
meeting. Additional nominations made pursuant to the preceding sentence are
without prejudice to the position of the Shareholder that any attempt to
increase the size of the current Board of Directors or to reconfigure or
reconstitute the classes on which the current directors serve constitutes an
unlawful manipulation of the Company's corporate machinery.
Sincerely,
Riley Investment Partners Master Fund, L.P.
By: Riley Investment Management, LLC,
its General Partner
By: /s/ Bryant Riley
--------------------------------
Bryant R. Riley, Managing Member
Attachments
Enclosures
EXHIBIT A
NOMINEES FOR DIRECTOR
BRYANT RILEY, age 41. Mr. Riley's principal occupation or
employment is founder and Managing Member of Riley Investment Management LLC and
founder and Chairman of B. Riley & Co., LLC, a Southern California-based
brokerage and investment banking firm providing research and trading ideas
primarily to institutional investors. Founded in 1997, B. Riley & Co., LLC also
has offices in San Francisco, Newport Beach, New York and Philadelphia. Riley
Investment Management LLC is an investment adviser, which provides investment
management services, and is the general partner of Riley Investment Partners
Master Fund, L.P. Mr. Riley serves on the board of directors of Aldila, Inc.,
Alliance Semiconductor Corporation, DDi Corp., and Kitty Hawk, Inc.
Prior to 1997, Mr. Riley held a variety of positions in the
brokerage industry, primarily as an institutional salesman and trader. From
October 1993 to January 1997 he was a co-head of Equity at Dabney-Resnick, Inc.,
a Los Angeles-based brokerage firm. From 1991 to 1993 he was a co-founder of
Huberman-Riley, a Texas-based brokerage firm. Mr. Riley graduated from Lehigh
University in 1989 with a B.S. in finance.
Mr. Riley's business address is Riley Investment Management
LLC, 11100 Santa Monica Blvd., Suite 810, Los Angeles, CA 90025.
MELVIN KEATING, age 61. Mr. Keating's principal occupation or
employment is President and CEO of Alliance Semiconductor Corporation since
March 2006. Mr. Keating serves on the board of directors of LCC International
and Kitty Hawk, Inc.
Prior to March 2006, Mr. Keating served as Interim President
and Chief Executive Officer of Alliance Semiconductor Corporation from December
2005 to March 2006, and served as its Interim Chief Financial Officer from
December 1, 2005 until January 13, 2006. Prior to that, Mr. Keating served as a
special consultant to Alliance Semiconductor Corporation beginning in October
2005, reporting directly to its board of directors. Before joining Alliance
Semiconductor Corporation, Mr. Keating served as Executive Vice President, Chief
Financial Officer and Treasurer of Quovadx, Inc. from April 2004 to September
2005. From 1997 to 2004, Mr. Keating served as a strategy consultant to Warburg
Pincus Equity Partners, a private equity and venture capital firm, where he
sourced deals and performed due diligence. Mr. Keating holds two Masters degrees
from the University of Pennsylvania, Wharton School.
Mr. Keating's business address is Alliance Semiconductor
Corporation, 4633 Old Ironsides Dr., Suite 240, Santa Clara, CA 95054.
None of the above Nominees is employed by the Company. All of
the above Nominees are citizens of the United States.
None of the above Nominees, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) within the
past ten years or, within the past five years, (i) has 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 activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws; (ii) was a party to a civil proceeding which ultimately mandated
activities that were subject to federal securities laws; or (iii) was a party to
any proceeding under federal bankruptcy laws, state insolvency laws or any other
proceeding described in Item 401(f) of Regulation S-K.
None of the above Nominees, except as shown in this Notice,
or, with respect to items (i), (vii) and (viii) of this paragraph, any associate
or any member of the immediate family (as defined for purposes of Item 404(a) of
Regulation S-K) of the foregoing persons (i) owns beneficially, directly or
indirectly, any securities of the Company; (ii) owns beneficially, directly or
indirectly, any securities of any parent or subsidiary of the Company; (iii)
owns any securities of the Company of record but not beneficially; (iv) has
purchased or sold any securities of the Company within the past two years; (v)
has incurred indebtedness for the purpose of acquiring or holding securities of
the Company (other than pursuant to margin or leverage in the ordinary course);
(vi) is or has within the past year been a party to any contract, arrangement or
understanding with respect to any securities of the Company; (vii) since the
beginning of the Company's last fiscal year has been indebted to the Company or
any of its subsidiaries in excess of $120,000; or (viii) has any arrangement or
understanding with respect to future employment by the Company or with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party. In addition, except as set forth in this Notice, none of the
Nominees, any associates or members of the immediate family of the foregoing
persons, has, had or is to have a direct or indirect material interest in any
transaction or proposed transaction with the Company in which the amount
involved exceeds $120,000, since the beginning of the Company's last fiscal
year.
None of the above Nominees, since the beginning of the
Company's last fiscal year, has been affiliated (as an officer, director, ten
percent owner or otherwise) with (i) any entity that made or received, or during
the Company's current fiscal year proposes to make or receive, payments to or
from the Company or its subsidiaries for property or services in excess of five
percent of either the Company's or such entity's consolidated gross revenues for
its last full fiscal year; or (ii) any entity to which the Company or its
subsidiaries were indebted at the end of the Company's last full fiscal year in
an aggregate amount exceeding five percent of the Company's total consolidated
assets at the end of such year. None of the above Nominees are, or during the
Company's last fiscal year have been, affiliated in any way with any law or
investment banking firm that has performed or proposes to perform legal or
investment banking services for the Company.
None of the corporations or organizations in which the above
Nominees have conducted their principal occupation or employment was a parent,
subsidiary or other affiliate of the Company, and the Nominees do not hold any
position or office with the Company or have any family relationship with any
executive officer or director of the Company nor have they been involved in any
proceedings, legal or otherwise, of the type required to be disclosed in a proxy
statement relating to the Company by the SEC's proxy rules.
A-2
Riley Investment Partners Master Fund, L.P. and Riley
Investment Management LLC, derivatively on behalf of the Company, has sued John
Horsley, Richard Barnes, Lester Crduele, Robert Dickinson, Murray Goldman,
William Tai, T. Peter Thomas, Rick Timmins and Sujan Jain and the Company, as
nominal defendant, in a shareholder derivative action for breach of fiduciary
duty, gross mismanagement, waste of corporate assets and abuse of control.
The following are the number of shares of Common Stock
beneficially owned by each of the above Nominees as of the date of the Notice:
NUMBER OF SHARES OF COMMON
NAME STOCK BENEFICIALLY OWNED
---- ------------------------
Bryant R. Riley* 1,065,633
Melvin Keating 0
* Includes 347,943 shares beneficially owned by Riley Investment Partners
Master Fund, L.P., 1,000 of which are held of record. Includes 132,829
shares owned by investment advisory clients of Riley Investment Management
LLC, over which shares Riley Investment Management LLC has sole voting and
dispositive power. Includes 510,715 shares owned by investment advisory
clients of Riley Investment Management LLC, 500,861 of which are held in
managed accounts indirectly affiliated with Mr. Riley or Riley Investment
Partners Master Fund, L.P., over which shares Riley Investment Management
LLC has shared voting and dispositive power; Mr. Riley disclaims beneficial
ownership of the non-affiliated shares. Includes 29,000 shares beneficially
owned by B. Riley & Co., LLC and 50,000 shares held by an indirectly
affiliated managed account of B. Riley & Co., LLC. Mr. Riley is the sole
indirect equity owner of Chairman of B. Riley & Co., LLC. Includes 5,000
shares beneficially owned by B. Riley & Co. Retirement Trust, of which Mr.
Riley is the trustee. The address of B. Riley & Co., LLC and B. Riley & Co.
Retirement Trust is 11100 Santa Monica Blvd., Suite 800, Los Angeles, CA
90025. The address of the other entities is 11100 Santa Monica Blvd., Suite
810, Los Angeles, CA 90025.
The following is a list of transactions in Common Stock by the Nominees and
certain other persons during past two years.
NAME TRANS CODE QUANTITY PRICE TRADE DATE
- ---- ---------- -------- ----- ----------
Riley Investment Partners Master Fund, L.P. SL (8,736) 14.8914 10/24/2007
BY 318,138 13.8473 10/24/2007
BY 20,700 13.3273 10/26/2007
BY 10,000 13.42 10/30/2007
BY 21,987 12.8654 11/2/2007
BY 276 12.35 11/6/2007
SL (100,000) 11.52 11/8/2007
A-3
NAME TRANS CODE QUANTITY PRICE TRADE DATE
- ---- ---------- -------- ----- ----------
BY 33,697 11.8972 11/16/2007
BY 50,774 11.9654 11/19/2007
SL (75,000) 12.2 11/20/2007
BY 1,592 12.65 11/28/2007
BY 43,649 13.3802 12/12/2007
BY 29,500 13.3822 12/13/2007
BY 1,800 13.41 12/14/2007
BY 19,656 13.41 12/17/2007
BY 5,000 13.66 12/31/2007
BY 4,088 12.65 1/11/2008
SL (4,700) 12.6357 1/16/2008
BY 2,500 12.4 1/22/2008
SL (77,766) 12.58 1/24/2008
SL (64,026) 12.62 1/28/2008
BY 21,321 13.5 2/13/2008
SL (70,000) 13.72 2/15/2008
BY 50,000 12.88 2/26/2008
BY 27,400 12.8944 2/27/2008
BY 51,290 12.4829 3/3/2008
BY 8,710 12.45 3/4/2008
BY 4,300 12.37 3/5/2008
SL (1,368) 13.15 3/11/2008
SL (1,004) 14 3/17/2008
SL (15,588) 14.0013 3/18/2008
BY 14,550 12.8162 3/19/2008
BY 5,450 12.5 3/20/2008
BY 3,700 12.6 3/25/2008
SL (1,260) 13.5 3/26/2008
BY 5,682 12.5916 3/26/2008
SL (6,460) 13.5005 3/27/2008
BY 6,460 12.92 3/27/2008
BY 4,292 12.6 3/28/2008
SL (10,119) 14.125 4/2/2008
SL (5,584) 14.75 4/16/2008
BY 16,531 14.2667 4/30/2008
BY 18,921 13.8055 5/7/2008
SL (12,410) 15.2508 5/14/08
RIM Investment Advisory Clients BY 11,648 13.8473 10/24/2007
SL (320) 14.8914 10/24/2007
BY 31,940 13.8473 10/24/2007
SL (877) 14.8914 10/24/2007
BY 187,507 13.4943 10/25/2007
BY 805 12.8654 11/2/2007
BY 2,208 12.8654 11/2/2007
BY 14 12.35 11/6/2007
A-4
NAME TRANS CODE QUANTITY PRICE TRADE DATE
- ---- ---------- -------- ----- ----------
BY 21 12.35 11/6/2007
BY 7,281 11.3 11/8/2007
BY 100,000 11.52 11/8/2007
BY 3,238 11.5504 11/9/2007
BY 1,619 11.8972 11/16/2007
BY 2,597 11.8972 11/16/2007
BY 75,000 12.2 11/20/2007
BY 5,395 13.3802 12/12/2007
BY 77,766 12.58 1/24/2008
BY 64,026 12.62 1/28/2008
BY 70,000 13.72 2/15/2008
BY 28,679 13.5 2/19/2008
SL (32) 13.15 3/11/2008
BY 245 12.6 3/28/2008
BY 418 12.6 3/28/2008
SL (312) 14.125 4/2/2008
SL (576) 14.125 4/2/2008
SL (14,781) 14.125 4/2/2008
SL (2,310) 14.125 4/2/2008
SL (1,902) 14.125 4/2/2008
SL (353) 15.2508 5/14/08
SL (649) 15.2508 5/14/08
SL (2,606) 15.2508 5/14/08
SL (2,145) 15.2508 5/14/08
B. Riley & Co., LLC BY 7,000 13.51 2/12/2008
BY 7,000 13.52 2/12/2008
BY 7,000 13.51 2/12/2008
BY 7,000 13.52 2/12/2008
BY (7,000) 13.52 2/12/2008
BY (7,000) 13.51 2/12/2008
SL (14,000) 13.515 2/19/2008
BY 14,000 13.515 2/19/2008
BY 13 13.4 2/20/2008
BY 41 13.4 2/20/2008
BY 100 13.4 2/20/2008
BY 100 13.4 2/20/2008
BY 200 13.4 2/20/2008
BY 300 13.4 2/20/2008
BY 659 13.4 2/20/2008
BY 687 13.4 2/20/2008
BY 700 13.4 2/20/2008
BY 700 13.4 2/20/2008
BY 1,940 13.4 2/20/2008
BY 3,600 13.4 2/20/2008
BY 5,960 13.4 2/20/2008
A-5
NAME TRANS CODE QUANTITY PRICE TRADE DATE
- ---- ---------- -------- ----- ----------
B. Riley Managed Account BY 25,000 11.95 11/9/2007
BY 25,000 12.79 11/27/2007
B. Riley & Co. Retirement Trust BY 5,000 13.0548 3/17/2008
A-6