Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-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).

 

 

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CUSIP No: 868532102

Schedule 13D

Page 2 of  6 Pages

 

 

1.	NAMES OF REPORTING PERSONS Microchip Technology Incorporated
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a)o (b)o
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)			o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,187,400
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 1,187,400
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,187,400
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14.	TYPE OF REPORTING PERSON (See Instructions) CO

 

 

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CUSIP No: 868532102

Schedule 13D

Page 3 of  6 Pages

 

Item 1.

Security and Issuer

 

This Amendment No. 2 to Statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, no par value (the “Common Stock”), of Supertex, Inc., a California corporation (the “Issuer”), having its principal executive offices at 1235 Bordeaux Drive, Sunnyvale, California 94086.

 

Item 2.

Identity and Background

 

This Amendment No. 2 to Schedule 13D is being filed by Microchip Technology Incorporated, a Delaware corporation (“Microchip” or the “Reporting Person”).  The address of the principal business office of Microchip is 2355 West Chandler Boulevard, Chandler, Arizona  85224-6199.

 

The principal business of Microchip is the development and manufacturing of specialized semiconductor products used by its customers for a wide variety of embedded control applications.

 

The name, present principal occupation or employment, present business address and country of citizenship of each director and executive officer of Microchip is set forth on Schedule I attached hereto.

 

During the past five years, neither Microchip nor, to the best of Microchip’s knowledge, any director or executive officer of Microchip, has been (i) convicted of a 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 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.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

An aggregate of 594,300 shares of Common Stock reported in this Schedule 13D as being beneficially owned by Microchip were acquired in open market purchases.  The remaining aggregate of 593,100 shares were acquired pursuant to the exercise of put options sold by Microchip.  The aggregate purchase price for the shares of Common Stock purchased by Microchip in open market purchases and pursuant to the exercise of put options was $26.9 million.  The source of funding for the purchases of such shares was the general working capital of Microchip.

 

Item 4.

Purpose of Transaction

 

Microchip acquired certain of the shares in open market transactions prior to May 13, 2008.  Microchip acquired additional shares in accordance with certain put option transactions Microchip had previously entered into.  Microchip has no current intention to acquire additional shares of the Issuer's common stock except as described herein or pursuant to the exercise of similar option-related transactions Microchip also previously entered into (see Item 6 below), although Microchip may do so depending on market conditions and other factors that it deems appropriate in its sole discretion.  Microchip may also acquire or sell additional shares of the Issuer's common stock as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise.  Microchip and/or its advisors may enter into or engage in discussions with the Issuer concerning an event referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.  Microchip and/or its advisors may also engage in discussions with other market participants and/or other stockholders of the Issuer concerning the issuer, as Microchip deems advisable or appropriate.  Microchip also reserves the right to dispose of some or all of the shares of Common Stock at any time in the open market, in privately negotiated transactions to third parties or otherwise as it deems appropriate in its sole discretion.  Any of the foregoing actions could lead to one or more of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, change in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.   

 

Item 5.

Interest in Securities of the Issuer

 

(a), (b)  According to the Issuer’s Quarterly Report on Form 10-Q for the Quarter Ended December 27, 2008, filed with the Securities Exchange Commission on February 4, 2009, there were 12,869,095 shares of Common Stock issued and outstanding as of January 30, 2009.  Based on such information and including the transactions described in Item 5(c) below, Microchip reports beneficial ownership of 1,187,400 shares of Common Stock, which represents 9.2% of the total number of issued and outstanding shares of Common Stock.  Voting and dispositive power with respect to such shares of Common Stock is held solely by Microchip. 

 

 

 

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CUSIP No: 868532102

Schedule 13D

Page 4 of  6 Pages

 

(c)  During the last sixty (60) days, Microchip did not purchase any shares of Common Stock in the open market.  During the last sixty (60) days, Microchip purchased the following shares of Common Stock pursuant to the exercise of put options previously sold by Microchip:

 

Trade Date	Shares	Price / Share
January 20, 2009	40,000	$22.50
March 4, 2009	4,400	$25.00
March 10, 2009	6,900	$25.00
March 11, 2009	37,500	$25.00
March 20, 2009	401,200	$25.00

 

Other than the transactions and agreements disclosed above, neither Microchip nor, to the best of Microchip’s knowledge, any director or executive officer of Microchip, has engaged in any transactions in shares of Common Stock in the last sixty (60) days.

 

 

(d), (e)  Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Microchip has written and sold the following put options that provide the other party with the option to sell the indicated numbers of shares of Common Stock of the Issuer to Microchip at the specified exercise prices at any time prior to the specified expiration dates:

 

Trade Date	Shares	Price	Expiration Date
Various	30,000	$22.50	January 20, 2010
Various	350,000	$25.00	January 20, 2010

 

Other than as described above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between Microchip or, to the best of Microchip’s knowledge, any director or executive officer of Microchip, and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Material to Be Filed as Exhibits

 

None

 

 

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CUSIP No: 868532102

Schedule 13D

Page 5 of  6 Pages

 

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.

 

Dated:  March 24, 2009	MICROCHIP TECHNOLOGY INCORPORATED
	By:             /s/ J. Eric Bjornholt
	J. Eric Bjornholt Vice President, Chief Financial Officer (Principal Accounting and Financial Officer)

 

 

 

 

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CUSIP No: 868532102

Schedule 13D

Page 6 of  6 Pages

SCHEDULE I

 

MICROCHIP TECHNOLOGY INCORPORATED

DIRECTORS AND EXECUTIVE OFFICERS

 

Name		Present Principal Occupation		Present Business Address		Country of Citizenship
Steve Sanghi		President, Chief Executive Officer and Chairman of the Board of Microchip Technology Incorporated		Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona  85224-6199		United States
Matthew W. Chapman		Director of Microchip Technology Incorporated President and Chief Executive Officer of Northwest Evaluation Association		Northwest Evaluation Association 5885 S.W. Meadow Rd, #200 Lake Oswego, OR 97035		United States
L.B. Day		Director of Microchip Technology Incorporated President of L.B. Day & Company, Inc.		L.B. Day & Co. 806 S.W. Broadway, 11th Flr. Portland, OR 97205-3313		United States
Albert J. Hugo-Martinez		Director of Microchip Technology Incorporated Chief Executive Officer of Hugo-Martinez Associates		Hugo-Martinez and Associates 1366 Via Alta Del Mar, CA 92014		United States
Wade F. Meyercord		Director of Microchip Technology Incorporated President of Meyercord & Associates, Inc.		Meyercord & Associates, Inc. 16187 Greenwood Lane Los Gatos, CA 95030		United States
J. Eric Bjornholt		Vice President, Chief Financial Officer of Microchip Technology Incorporated		Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona  85224-6199		United States
Stephen V. Drehobl		Vice President, Security, Microcontroller and Technology Division of Microchip Technology Incorporated		Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona  85224-6199		United States
David S. Lambert		Vice President, Fab Operations of Microchip Technology Incorporated		Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona  85224-6199		United States
Mitchell R. Little		Vice President, Worldwide Sales and Applications of Microchip Technology Incorporated		Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona  85224-6199		United States
Ganesh Moorthy		Executive Vice President of Microchip Technology Incorporated		Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona  85224-6199		United States
Richard J. Simoncic		Vice President, Analog and Interface Products Division of Microchip Technology Incorporated		Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler, Arizona  85224-6199		United States

 

 

 

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