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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Microwave Power Devices, Inc.
(Name of Issuer)
Common Stock, Par Value $ .01 Per Share
(Title of Class of Securities)
59517M103
(CUSIP Number)
Alberto Luzarraga, Esq.
Shearman & Sterling
9 Appold Street
London EC2A 2AP
Telephone: 011 44 20 7655 5000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
October 12, 2000
(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 Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-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 Section 240.13d-7(b) 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).
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SCHEDULE 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ericsson MPD Acquisition Corp.
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
NUMBER OF 0
SHARES -----------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY
EACH 5,737,600 shares of Common Stock
REPORTING -----------------------------------------------
PERSON 9 Sole Dispositive Power
WITH
0
-----------------------------------------------
10 Shared Dispositive Power
5,737,600 shares of Common Stock
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,737,600 shares of Common Stock
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
53.6%
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14 Type of Reporting Person (See Instructions)
CO
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2
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ericsson Inc.
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
NUMBER OF 0
SHARES -----------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY
EACH 5,737,600 shares of Common Stock
REPORTING -----------------------------------------------
PERSON 9 Sole Dispositive Power
WITH
0
-----------------------------------------------
10 Shared Dispositive Power
5,737,600 shares of Common Stock
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,737,600 shares of Common Stock
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
53.6%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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3
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Telefonaktiebolaget LM Ericsson (publ)
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
The Kingdom of Sweden
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7 Sole Voting Power
NUMBER OF 0
SHARES -----------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY
EACH 5,737,600 shares of Common Stock
REPORTING -----------------------------------------------
PERSON 9 Sole Dispositive Power
WITH
0
-----------------------------------------------
10 Shared Dispositive Power
5,737,600 shares of Common Stock
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,737,600 shares of Common Stock
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
53.6%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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4
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates
is the common stock, par value $.01 per share (the "Common Stock") of Microwave
Power Devices, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 49 Wireless Boulevard, Hauppauge,
New York 11788.
ITEM 2. IDENTITY AND BACKGROUND
The persons listed in numbers 1 through 3 are the persons
filing this joint statement.
1. a. Telefonaktiebolaget LM Ericsson (publ) is a corporation
incorporated under the laws of The Kingdom of Sweden
("Ericsson").
b. The address of the principal office of Ericsson is
Telefonvagen 30, S-126 25 Stockholm, Sweden.
c. Ericsson is the leading communications supplier, combining
innovation in mobility and Internet in creating the new era of
mobile Internet. Ericsson provides total solutions covering
everything from systems and applications to mobile phones and
other communications tools.
d. During the last five years, Ericsson has not been convicted in
any criminal proceeding.
e. During the last five years, Ericsson has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is
or was 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.
2. a. Ericsson Inc. is a corporation organized under the laws of the
State of Delaware ("Parent").
b. The address of the principal office of Ericsson is 740 E.
Campbell Road, Richardson, Texas 75081.
c. Parent is an indirect wholly owned subsidiary of Ericsson and
the principal U.S. subsidiary of Ericsson.
d. During the last five years, Parent has not been convicted in
any criminal proceeding.
e. During the last five years, Parent has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is
or was 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.
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3. a. Ericsson MPD Acquisition Corp. is a corporation incorporated
under the laws of the State of Delaware ("Acquisition Corp.").
b. The address of the principal office of Acquisition Corp. is
740 E. Campbell Road, Richardson, Texas 75081.
c. Acquisition Corp. is a wholly owned subsidiary of Parent.
d. During the last five years, Acquisition Corp. has not been
convicted in any criminal proceeding.
e. During the last five years, Acquisition Corp. has not been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding is or was 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.
Ericsson, Parent and Acquisition Corp. are referred to
collectively in this Statement as the "Reporting Persons". The name,
citizenship, business address and present principal occupation or employment, as
well as the name and address of any corporation or other organization in which
such occupation or employment is conducted, of each of the directors and
executive officers of the Reporting Persons are set forth on Exhibit A attached
hereto, which Exhibit is incorporated herein by reference. During the last five
years, to the knowledge of the Reporting Persons, no person named on Exhibit A
with respect to that particular corporation has been (i) convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or was 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
This Statement relates to a Stockholders' Agreement, dated as
of October 12, 2000 (the "Stockholders' Agreement"), entered into by Parent,
Acquisition Corp. and certain stockholders of the Issuer, namely George
Sbordone, James Silver, Lee Leong, Alfred Weber and Charter Technologies Limited
Liability Company, the Issuer's largest stockholder (collectively, the
"Principal Stockholders"), pursuant to which, among other things, the Principal
Stockholders have agreed to (i) tender their shares of Common Stock in the Offer
(as defined below) (ii) vote such shares of Common Stock in favor of the Merger
(as defined below) and (iii) grant to Acquisition Corp. an option to
purchase such shares at $8.70 per share upon the terms and subject to the
conditions set forth in the Stockholders' Agreement (the "Option").
On October 12, 2000, Parent, Acquisition Corp. and the Issuer
entered into an Agreement and Plan of Merger (the "Merger Agreement"), which
provides that Acquisition Corp. will offer to purchase all the outstanding
shares of Common Stock of the Issuer for $8.70 per share, net to the seller in
cash (subject to applicable withholding taxes), without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated October
20, 2000, and in the related Letter of Transmittal (which, together with the
Offer to Purchase and any amendments or supplements thereto, collectively
constitute the "Offer").
The funds for the purchases of Common Stock in the Offer, the
Merger and pursuant to the Option will be supplied from available funds of the
Reporting Persons.
References to, and descriptions of, the Offer, the Merger
Agreement and the Stockholders' Agreement as set forth above in this Item 3 are
qualified in their entirety by references to the copies of the Merger Agreement
and the Stockholders' Agreement, respectively, included as Exhibits B and C to
this Statement, and incorporated in this Item 3 in their entirety where such
references and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION
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The purpose of the Offer is for Parent to acquire all of the
outstanding shares of Common Stock. The beneficial ownership of the Reporting
Persons is acquired pursuant to the Stockholders' Agreement. The purpose of the
merger to be consummated pursuant to the Offer (the "Merger") is for Parent to
acquire through Purchaser all of the shares of Common Stock not tendered into
the Offer. As a result of the Merger, the Issuer will continue as the surviving
corporation and will become a direct wholly owned subsidiary of Parent. Parent
required that the Principal Stockholders execute the Stockholders' Agreement as
an inducement to Parent and Acquisition Corp. to enter into the Merger
Agreement. The Stockholders' Agreement is intended to provide greater certainty
that Parent's acquisition of the Issuer will be consummated by (i) requiring the
Principal Stockholders to tender their shares of Common Stock into the Offer,
(ii) requiring the Principal Stockholders to vote their shares of Common Stock
in favor of the Merger, and (iii) providing Acquisition Corp. the Option which
is exercisable in certain circumstances upon termination of the Offer or
consummation of the Offer without a Principal Stockholder tendering his or its
shares of Common Stock in the Offer.
If the Merger is consummated in accordance with the terms of
the Merger Agreement, (i) the directors and officers of Acquisition Corp.
immediately prior to the effective time of the Merger will become the initial
directors and officers of the surviving corporation, respectively, (ii) the
Certificate of Incorporation of the Issuer shall be amended and restated to read
as the Certificate of Incorporation of Acquisition Corp. as in effect
immediately prior to the effective time of the Merger, except that Article I,
relating to the name of the Issuer shall remain unchanged and (iii) the By-laws
of Acquisition Corp. shall be the By-laws of the surviving corporation.
Additionally, as a result of the consummation of the Offer and/or the Merger,
the Common Stock will be deregistered under the Securities Act of 1934 and
delisted from The Nasdaq National Market System.
Upon the purchase by Acquisition Corp. of shares of Common
Stock pursuant to the Offer and from time to time thereafter, Acquisition Corp.
shall be entitled to designate up to such number of directors, rounded up to the
next whole number, on the Board of Directors of the Issuer as shall give
Acquisition Corp. representation on the Board of Directors of the Issuer (the
"Board") equal to the product of the total number of directors on the Board
(giving effect to the election of any directors pursuant to this sentence)
multiplied by the percentage that the aggregate number of shares of Issuer
Common Stock beneficially owned by Acquisition Corp. or any affiliate of
Acquisition Corp. following such purchase bears to the total number of shares of
Common Stock then outstanding, and the Issuer shall, at such time, take all
actions necessary to cause Acquisition Corp.'s designees to be elected as
directors of the Issuer including increasing the size of the Board or securing
the resignations of incumbent directors or both. Notwithstanding the foregoing,
until the time of the Merger, the Issuer shall use its reasonable best efforts
to ensure that at least two members of the Board and each committee of the Board
as of the date hereof, who are not employees of the Issuer shall remain members
of the Board and of such boards and committees.
The Merger Agreement provides that the Issuer shall not,
between the date of the Merger Agreement and the Merger, without the prior
consent of Parent, (a) amend or otherwise change its Certificate of
Incorporation or By-laws or equivalent organization documents; (b) issue, sell,
pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge,
disposition, grant or encumbrance of (i) any shares of any class of capital
stock of the Issuer or any subsidiary of the Issuer, or any options, warrants,
convertible securities or other rights of any kind to acquire any shares of such
capital stock, or any other ownership interest (including, without limitation,
any phantom interest), of the Issuer or any subsidiary of the Issuer (except for
the issuance of shares of Issuer Common Stock issuable pursuant to employee
stock options outstanding on the date of the Merger Agreement); or (ii) any
assets of the Issuer or any subsidiary of the Issuer, except in the ordinary
course of business and in a manner consistent with past practice; (c) declare,
set aside, make or pay any dividend or other distribution, payable in cash,
stock, property or otherwise with respect to any of its capital stock; or (d)
split, combine, reclassify, subdivide or redeem, or purchase or otherwise
acquire, directly or indirectly, any of its capital stock.
References to, and descriptions of, the Offer, the Merger
Agreement and the Stockholders' Agreement as set forth above in this Item 4 are
qualified in their entirety by references to the copies of the Merger Agreement
and the Stockholders' Agreement, respectively, included as Exhibits B and C to
this Statement, and incorporated in this Item 4 in their entirety where such
references and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. - b. As a result of the Stockholders' Agreement, the Reporting
Persons may be deemed to each be the beneficial owner of 5,737,600 shares of
Common Stock (the "Principal Stockholders' Shares") for purposes of Rule
13d-1(a) promulgated under the Securities Exchange Act of 1934, as amended,
which represents approximately 53.6% of the shares of Common Stock outstanding
(based on the number of shares of Common Stock outstanding on October 19, 2000
as disclosed by the Issuer to Parent). To the knowledge of the Reporting
Persons, there are no shares of Common Stock which are beneficially owned by any
other person referred to in Exhibit A hereto. The Reporting Persons may be
deemed to have shared power to vote the shares of Common Stock with respect to
the matters described in the above items. However, the Reporting Persons (i) are
not entitled to any rights as a stockholder of the Issuer as to the Principal
Stockholders' Shares and (ii) disclaims any beneficial ownership of the
Principal Stockholders' Shares. The Reporting Persons do not have the power to
dispose of the Principal Stockholders' Shares.
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c. Except as set forth herein, to the knowledge of the Reporting
Persons, neither the Reporting Persons nor any other person referred to in
Exhibit A hereto beneficially owns or has acquired or disposed of any shares of
Common Stock during the past 60 days.
d. Except as set forth in the Offer to Purchase, to the knowledge of
the Reporting Persons, the Principal Stockholders retain the right to receive,
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OF RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the Merger Agreement and the exhibits and schedules
thereto, and the Stockholders' Agreement, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantors of profit,
division of profit or loss or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Directors and Officers of the Reporting Persons.
Exhibit B - Merger Agreement, dated as of October 12, 2000, among Parent,
Acquisition Corp., and the Issuer (incorporated by reference to the
Schedule 14D-9 filed by the Issuer on October 20, 2000).
Exhibit C - Stockholders' Agreement, dated as of October 12, 2000 among Parent,
Acquisition Corp. and certain stockholders of the Issuer
(incorporated by reference to the Schedule 14D-9 filed by the Issuer
on October 20, 2000).
Exhibit D - Joint Filing Agreement between the Reporting Persons pursuant to
Rule 13d-1(k)(l)(iii).
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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: October 23, 2000
TELEFONAKTIEBOLAGET LM ERICSSON (PUBL)
/s/ Rolf Eriksson
------------------------------
Name: Rolf Eriksson
Title: Vice President
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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: October 23, 2000
ERICSSON INC.
By: /s/ Lawrence F. Lyles
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Name: Lawrence F. Lyles
Title: Vice President and General Counsel
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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: October 23, 2000
ERICSSON MPD ACQUISITION CORP.
By: /s/ Lawrence F. Lyles
----------------------------------------------
Name: Lawrence F. Lyles
Title: President and Chairman
