SC 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Silicon Storage Technology, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
827057100
(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 19, 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
that 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 þ.
Note. Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 6 pages
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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 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. |
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827057100 |
13D |
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of |
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1 |
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NAME OF REPORTING PERSON
Lloyd I. Miller, III |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS* |
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PF-AF-OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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3,538,893 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,078,100 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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3,538,893 |
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WITH |
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SHARED DISPOSITIVE POWER |
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2,078,100 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,616,993 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.9% |
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14 |
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TYPE OF REPORTING PERSON* |
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IA-IN-OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
This
statement relates to the Common Stock, no par value per share (the
Shares) of Silicon
Storage Technology, Inc. (the Company). The
Companys principal executive office is located at 1171 Sonora Court, Sunnyvale, California 94086.
Item 2. Identity and Background
This statement is filed by Lloyd I. Miller, III (Miller or the Reporting Person).
Millers principal business address is 4550 Gordon Drive, Naples, Florida 34102. Millers
principal occupation is investing assets held by or on behalf of his family. During the past five
years, Miller has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and has not been a party to civil proceedings of a judicial or administrative
body of competent jurisdiction, as a result of which Miller 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. Miller is a
United States citizen.
Item 3. Source and Amount of Funds or Other Considerations
Miller is an investment advisor to the trustee of Trust A-4. Trust A-4 was created pursuant
to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas,
Probate Division, Hamilton County, Ohio, on October 27, 1992, pursuant to which Trust A was split
into four separate trusts. Trust A was created pursuant to an Amended and Restated Trust Agreement,
dated September 20, 1983 (the Trust Agreement). Miller was named as the advisor to PNC Bank,
Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati, Ohio), the trustee named in the
Trust Agreement. All of the Shares Miller is deemed to beneficially own as the advisor to the
trustee of Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate amount
of funds used for the purchase of the Shares in Trust A-4 was $6,084,347.40.
Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to
the Operating Agreement of Milfam LLC, dated as of December 10, 1996. Milfam LLC is the general
partner of Milfam II L.P., a Georgia limited partnership established pursuant to the Partnership
Agreement for Milfam II L.P., dated December 11, 1996. All of the Shares Miller is deemed to
beneficially own as the manager of the general partner of Milfam II L.P. were purchased with money
contributed to Milfam II L.P. by its partners or money generated and held by Milfam II L.P. The
aggregate purchase price for the Shares in Milfam II L.P. was $6,636,719.85.
All of the Shares held by Miller on his own behalf were purchased with personal funds
generated and held by Miller. The purchase price for the Shares purchased by Miller, on his
own behalf, was $3,590,717.70.
Item 4. Purpose of the Transaction
The Shares covered by this Schedule 13D were acquired by the Reporting Person for investment
purposes in the ordinary course of his business as an investor. Miller now believes that it would be in his best
interest, and those of other stockholders, to attempt to influence the governance and business strategies of the
Company. Specifically, the Reporting Person discloses the following:
* Miller believes that the Company should promptly conduct a comprehensive review of all of the
Companys assets and lines of business, and focus its financial and management resources accordingly;
* Miller also believes that the Company should divest itself of the equity securities of other
companies and adopt a policy against investing any further funds in corporate equities;
* Miller urges the Companys Board of Directors to declare and pay a special dividend of $1.00 per
share; and
* Miller urges the Companys Board of Directors to consider making appropriate changes in
governance and leadership in the interest of shareholders.
In
addition, Miller intends to recommend Mr. Bryant R. Riley for the
position of Chairman of the Board of Directors of the
Company, based upon Mr. Rileys depth of experience as a chairman and board member of public companies
and his recent successes in returning value to shareholders at Transmeta Corporation and Alliance Semiconductor Corporation.
Miller
is examining all of the options that he believes will enhance stockholder value, including
encouraging, participating in or leading efforts to appoint
individuals to the Companys Board of Directors who
would be independent of management and would represent the Company
and the holders of the shares.
Except as
described above in this Item 4 and herein, the Reporting Person does not have any specific
plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j)
of Item 4 of Schedule 13D. The Reporting Person reserves the right to change plans and take any and all actions
that the Reporting Person may deem appropriate to maximize the value of his investments, including, among
other things, purchasing or otherwise acquiring additional securities of the Company, selling or otherwise
disposing of any securities of the Company beneficially owned by him, in each case in the open market or in
privately negotiated transactions, or formulating other plans or proposals regarding the Company or its securities
to the extent deemed advisable by the Reporting Person in light of his general investment policies, market
conditions, subsequent developments affecting the Company and the general business and future prospects of
the Company. The Reporting Person may take any other action with respect to the Company or any of the
Companys debt or equity securities in any manner permitted by applicable law.
Item 5. Interest in Securities of the Issuer
(a) Miller
may be deemed to beneficially own 5,616,993 Shares (5.9% of the total
number of outstanding Shares,
based on 95,492,192 Shares outstanding as reported in the Companys Form 10-Q filed on November 10,
2008). As of the date hereof, 2,078,100 of such beneficially owned Shares are owned of record by
Trust A-4; 2,250,811 of such beneficially owned Shares are owned of record by Milfam II L.P; and
1,288,082 of such beneficially owned Shares are owned of record by Miller directly.
(b) Miller may be deemed to have shared voting and dispositive power
for all such shares held of record by Trust A-4. Miller may be deemed
to have sole voting and dispositive power for all such shares held of
record by Milfam II L.P, and Miller directly.
(c) The following table details the transactions effected by Miller in the past 60 days.
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TRUST A-4 |
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Date of Transaction |
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Number of Shares Sold |
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Price Per Share |
October 10, 2008 |
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80,100 |
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$3.09 |
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MILFAM II L.P. |
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Date of Transaction |
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Number of Shares Sold |
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Price Per Share |
October 31, 2008 |
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339 |
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$3.03 |
November 3, 2008 |
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3,421 |
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$3.18 |
(d) Other than Shares held directly by Miller, persons other than Miller have the right to
receive and the power to direct the receipt of dividends from, or the proceeds from the sale of,
the reported securities.
(e) Not Applicable.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer |
Not Applicable.
Item 7. Materials to be Filed as Exhibits:
Not Applicable.
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: November 19, 2008
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By: |
/s/ Lloyd I. Miller, III
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Lloyd I. Miller, III |
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