<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
OPTI INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
683960-108
(CUSIP Number)
Roy M. Korins, Esq.
Esanu Katsky Korins & Siger, LLP
605 Third Avenue
New York, New York 10158
(212) 953-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 12, 1997
(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(b)(3) or (4), check the following
box. |_|
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
<PAGE>
CUSIP No. 683960-108 SCHEDULE 13D Page 2 of 13 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
and I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Schaenen Fox Capital Management, LLC
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0- 0%
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 985,000 7.6%
PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0- 0%
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
985,000 7.6%
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,000
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
- ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 683960-108 SCHEDULE 13D Page 3 of 13 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
and I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Emanon Partners, 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 PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0- 0%
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 841,440 6.5%
PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0- 0%
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
841,440 6.5%
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,440
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 683960-108 SCHEDULE 13D Page 4 of 13 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
and I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Michael Schaenen
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0- 0%
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 985,000 7.6%
PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0- 0%
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
985,000 7.6%
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,000
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 683960-108 SCHEDULE 13D Page 5 of 13 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
and I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Christopher Fox
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0- 0%
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 985,000 7.6%
PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0- 0%
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
985,000 7.6%
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,000
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------
<PAGE>
Page 6 of 13 Pages
Item 1. Security and Issuer.
This statement (the "Schedule"), dated November 12, 1997,
relates to the reporting persons' ownership of the Common Stock, par value
$.01 per share (the "Common Stock"), and Call Options to purchase Common Stock
of the Company ("Call Options") of Opti, Inc. (the "Company"), whose principal
executive offices are located at 888 Tasman Drive, Milpitas, California 95035.
Item 2. Identity and Background.
The Schedule is being filed by:
1. (a) Schaenen Fox Capital Management, LLC, a Delaware
limited liability company ("SFCM").
(b) SFCM's principal place of business is: 200 Park
Avenue, New York, New York 10166.
(c) SFCM is a registered investment adviser.
(d) During the past five years SFCM has not been
convicted in a criminal proceeding.
(e) During the last five years SFCM has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a
result of which it 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.
(f) Not applicable.
The members of SFCM are Michael Schaenen and Christopher Fox.
2. (a) Emanon Partners, L.P. ("Emanon").
(b) Emanon's principal place of business is: 200 Park
Avenue, New York, New York 10166.
(c) Principal business: Investments.
(d) During the past five years Emanon has not been
convicted in a criminal proceeding.
(e) During the last five years Emanon has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which it was subject to a judgment,
decree or final order
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Page 7 of 13 Pages
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) Not applicable.
The general partner of Emanon is Naima Associates, LLC, a Delaware
limited liability company ("Naima"). The members of Naima are Michael Schaenen
and Christopher Fox.
3. (a) Michael Schaenen.
(b) Mr. Schaenen's business address is: 200 Park
Avenue, New York, New York 10166.
(c) Principal business: Investments.
(d) During the past five years Mr. Schaenen has not
been convicted in a criminal proceeding.
(e) During the last five years Mr. Schaenen has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which he 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.
(f) United States.
Mr. Schaenen is a member of SFCM and a member of Naima, the general
partner of Emanon.
4. (a) Christopher Fox.
(b) Mr. Fox's business address is: 200 Park Avenue, New
York, New York 10166.
(c) Principal business: Investments.
(d) During the past five years Mr. Fox has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Fox has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which he was subject to a judgment,
decree or final order enjoining future violations
of, or prohibiting or mandating activities
<PAGE>
Page 8 of 13 Pages
subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States.
Mr. Fox is a member of SFCM and a member of Naima, the general
partner of Emanon.
Item 3. Source and Amount of Funds or Other Consideration.
Emanon obtained the funds for its purchase of the Company's Common
Stock and the Call Options from its working capital. SFCM is an investment
adviser with investment power over managed accounts, whose purchases of the
Company's Common Stock and the Call Options were from funds provided by the
managed accounts.
The amount of funds used in making the purchases of the shares of
Common Stock and the Call Options in the over-the-counter market is set forth
below:
Name Amount of Consideration
---- -----------------------
Emanon Partners, L.P. $5,058,804
Schaenen Fox Capital 666,661
Management, LLC
Item 4. Purpose of Transaction.
SFCM and Emanon acquired the shares of the Company's Common Stock and
the Call Options for investment purposes. However, on November 12, 1997, SFCM
delivered a letter (the "November 12 Letter") to the Chief Executive Officer
and Chairman of the Board of Directors of the Company regarding the direction
of the policies and management of the Company. The November 12 Letter
expressed the view that management should consider a (1) major stock buy back
or special dividend or (2) sale of the Company's assets. SFCM believes, based
upon the Company's filings with the Securities and Exchange Commission, that
the Company has a large cash position and that management should take acts
that might result in one or more of the matters referred to in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The following list sets forth the aggregate number and percentage
(based on 12,998,705 shares of Common Stock outstanding as reported in the
Company's Form 10-Q for the quarter ended September 30, 1977) of outstanding
shares of Common Stock owned beneficially by each reporting person named in
Item 2, as of January 30, 1998:
<PAGE>
Page 9 of 13 Pages
<TABLE>
<CAPTION>
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
<S> <C> <C>
Schaenen Fox Capital Management, LLC 985,000(1) 7.6%
Emanon Partners, L.P. 841,440(2) 6.5%
Michael Schaenen 985,000(3) 7.6%
Christopher Fox 985,000(3) 7.6%
</TABLE>
(b) By virtue of being an investment adviser to various managed
accounts (including the account of Emanon), SFCM may be deemed to have shared
power to vote and to dispose of 985,000 shares of Common Stock (including
shares of Common Stock acquirable pursuant to the Call Options), representing
approximately 7.6% of the outstanding Common Stock.
By virtue of having its accounts managed by SFCM, Emanon may be
deemed to have shared power to vote and to dispose of 841,400 shares of Common
Stock (including shares of Common Stock acquirable pursuant to the Call
Options), representing approximately 6.5% of the outstanding Common Stock.
By virtue of being a member of Naima and a member of SFCM, Michael
Schaenen and Christopher Fox each may be deemed to have shared power to vote
and to dispose of 985,000 shares of Common Stock (including shares of Common
Stock acquirable pursuant to the Call Options), representing approximately
7.6% of the outstanding Common Stock.
(c) The following is a description of all transactions in the shares
of Common Stock and the Call Options owned by the persons identified in Item 2
of this Schedule 13D effected from September 12, 1997 through January 30,
1998, inclusive. The information with respect to the Call Options represents
the total number of shares of Common Stock acquirable upon exercise of the
Call Options and the Price Per Share of the Call Options reflects the purchase
price of the Call Option with respect to one share of Common Stock:
- --------
(1) Consists solely of shares of Common Stock and Call Options
held in accounts which SFCM manages as an investment
adviser. Includes 765,940 shares of Common Stock and Call
Options to acquire 75,500 shares of Common Stock held in the
account of Emanon Partners, L.P. and 130,560 shares of
Common Stock and Call Options to acquire 13,000 shares of
Common Stock held in other accounts managed by SFCM. SFCM
disclaims beneficial ownership of these securities except to
the extent of its equity interest therein.
(2) Represents 765,940 shares of Common Stock and Call Options
to acquire 75,500 shares of Common Stock.
(3) Includes 765,940 shares of Common Stock and Call Options to
acquire 75,500 shares of Common Stock owned by Emanon
Partners, L.P. and 120,560 shares of Common Stock and Call
Options to acquire 13,000 shares of Common Stock held in
other accounts managed by SFCM. The reporting person
disclaims beneficial ownership of these securities except to
the extent of his equity interest therein.
<PAGE>
Page 10 of 13 Pages
<TABLE>
<CAPTION>
Number of Shares(S)
Name of Shareholder Purchase Date or Call Options(C) Price Per Share
- ------------------- ------------- ------------------ ---------------
<S> <C> <C> <C>
Schaenen Fox Capital 09/12/97 5,410(S) $6.69
Management, LLC(1) 09/17/97 1,960(S) $7.00
09/19/97 2,450(S) $7.22
10/02/97 2,300(S) $7.38
10/10/97 3,100(S) $7.44
11/05/97 1,000(S) $6.38
11/11/97 2,000(S) $6.19
12/31/98 17,000(S) $6.78
01/06/98 13,000(C) $0.31
01/28/98 5,000(S) $6.25
01/29/98 5,000(S) $6.13
Emanon Partners, L.P. 09/12/97 39,320(S) $6.69
09/17/97 13,040(S) $7.00
09/19/97 17,550(S) $7.22
09/23/97 20,000(S) $7.13
10/02/97 12,700(S) $7.38
10/07/97 20,000(S) $7.36
10/09/97 20,000(S) $7.44
10/14/97 30,000(S) $6.88
10/15/97 20,000(S) $7.00
10/16/97 7,500(S) $7.00
10/17/97 25,000(S) $6.23
10/23/97 10,000(S) $6.38
10/24/97 20,000(S) $6.38
10/27/97 23,000(S) $5.95
10/29/97 10,000(S) $6.53
10/29/97 10,000(S) $6.33
10/29/97 10,000(S) $6.50
10/30/97 10,000(S) $6.25
10/30/97 5,000(S) $6.13
10/31/97 10,000(S) $6.38
10/31/97 7,000(S) $6.29
11/03/97 30,000(S) $6.47
11/05/97 4,000(S) $6.38
11/06/97 25,000(S) $6.23
11/10/97 3,000(S) $6.13
11/11/97 3,000(S) $6.19
11/14/97 25,000(S) $6.16
11/17/97 10,000(S) $6.13
11/17/97 10,000(S) $6.06
11/24/97 20,000(S) $5.88
11/28/97 1,000(S) $6.25
01/06/98 17,500(C) $0.31
01/13/98 50,000(C) $0.50
</TABLE>
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities.
(e) Not applicable.
- --------
1 On behalf of management accounts other than Emanon.
<PAGE>
Page 11 of 13 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
SFCM, an investment adviser, is a Delaware limited liability company
governed by its operating agreement. Pursuant to such agreement, voting and
investment power over the shares of Common Stock and the Call Options held by
or in accounts managed by SFCM is vested in its members -- Michael Schaenen
and Christopher Fox, subject to the written directions of its clients.
Emanon is a Delaware limited partnership governed by its partnership
agreement. Pursuant to such agreement, voting and investment power over the
shares of Common Stock and the Call Options held in accounts of Emanon managed
by SFCM (the "Accounts") is vested in its general partner -- Naima Associates,
LLC. Pursuant to the management agreement between Emanon and SFCM, voting and
investment power over the shares of Common Stock and the Call Options held in
the Accounts is shared between SFCM and Naima and their respective members,
Michael Schaenen and Christopher Fox. The limited partners have no voting or
investment power over the shares of Common Stock held by Emanon.
Naima, the general partner of Emanon, is a Delaware limited
liability company governed by its operating agreement. Pursuant to such
agreement, voting and investment power over the shares of Common Stock and the
Call Options held by Naima or Emanon is vested in its members -- Michael
Schaenen and Christopher Fox.
Item 7. Material to be Filed as Exhibits.
(a) Exhibit 1 - Joint Filing Agreement.
<PAGE>
Page 12 of 13 Pages
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned hereby certifies that the information set forth in
this Schedule is true, complete and correct.
Dated: February 10, 1998
SCHAENEN FOX CAPITAL MANAGEMENT, LLC
By: s/Michael Schaenen
--------------------------------------------
Michael Schaenen, a Member
EMANON PARTNERS, L.P.
By: Naima Associates, LLC, its General Partner
By: s/Michael Schaenen
--------------------------------------------
Michael Schaenen, a Member
s/Michael Schaenen
----------------------------------------------
MICHAEL SCHAENEN
s/Christopher Fox
----------------------------------------------
CHRISTOPHER FOX
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Page 13 of 13 Pages
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the parties hereby agree to the joint filing
of a Statement on Schedule 13D with respect to the shares of common stock, par
value $.01 per share, of Opti Inc., with the Securities and Exchange
Commission and any other applicable authorities or parties. The parties hereto
further agree that this Joint Filing Agreement ("Agreement") be included as an
Exhibit thereto. In addition, each party to this Agreement agrees to file
jointly any and all amendments to such Statement on Schedule 13D and expressly
authorizes each other party hereto to file the same on its behalf as such
filing party deems necessary or appropriate, until such time as a party hereto
shall notify the others in writing of its desire to terminate this Agreement.
This Agreement may be executed in multiple counterparts, each of which shall
constitute one and the same instrument.
Date: February 10, 1998
SCHAENEN FOX CAPITAL MANAGEMENT, LLC
By: s/Michael Schaenen
--------------------------------------------
Michael Schaenen, a Member
EMANON PARTNERS, L.P.
By: Naima Associates, LLC, its General Partner
By: s/Michael Schaenen
--------------------------------------------
Michael Schaenen, a Member
s/Michael Schaenen
-----------------------------------------------
MICHAEL SCHAENEN
s/Christopher Fox
-----------------------------------------------
CHRISTOPHER FOX
