UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

 

 

INTEVAC, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

461148108

(CUSIP Number)

Becker Drapkin Management, L.P.

Attn: Steven R. Becker

Attn: Matthew A. Drapkin

500 Crescent Court

Suite 230

Dallas, Texas 75201

(214) 756-6016

With a copy to:

Richard J. Birns, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

(212) 351-4032

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 21, 2014

(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 §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(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 Rule 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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SCHEDULE 13D

 

CUSIP No. 461148108

 

1		NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Becker Drapkin Management, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   323,761
				8		SHARED VOTING POWER   1,777,296
				9		SOLE DISPOSITIVE POWER   323,761
				10		SHARED DISPOSITIVE POWER   1,777,296
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,101,057
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IA, PN

 

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Becker Drapkin Partners (QP), L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (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   Texas
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,534,179
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   1,534,179
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,534,179
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.5%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Becker Drapkin Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (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   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   243,117
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   243,117
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   243,117
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.0%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   BC Advisors, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,101,057
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,101,057
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,101,057
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IA, OO

 

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Steven R. Becker
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,101,057
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,101,057
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,101,057
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

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CUSIP No. 461148108

 

1		NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Matthew A. Drapkin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,101,057
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,101,057
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,101,057
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

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This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 23, 2014 (the “Original Schedule 13D”) and Amendment No. 1 thereto, filed with the SEC on August 4, 2014, with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Intevac, Inc., a Delaware corporation (the “Issuer”).

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is amended and supplemented to add the following information for updating as of the date hereof:

The Reporting Persons expended an aggregate amount equal to $12,233,933.65 (including commissions) to purchase 2,101,057 shares of Common Stock.

 

Item 5.

Interest in Securities of the Issuer

Item 5 is amended and supplemented to add the following information for updating as of the date hereof:

(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 2,101,057 shares of Common Stock. Based upon a total of 23,625,343 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 28, 2014, the Reporting Persons’ shares represent approximately 8.893% of the outstanding shares of Common Stock.

Becker Drapkin QP owns 1,534,179 shares of Common Stock (the “Becker Drapkin QP Shares”), which represent approximately 6.494% of the outstanding shares of Common Stock.

Becker Drapkin, L.P. owns 243,117 shares of Common Stock (the “Becker Drapkin, L.P. Shares”), which represent approximately 1.029% of the outstanding shares of Common Stock.

The Becker Drapkin QP Shares and Becker Drapkin, L.P. Shares are collectively referred to herein as the “Becker Drapkin Funds Shares”.

Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin QP Shares. Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares.

Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin, L.P. Shares. Becker Drapkin, L.P. disclaims the beneficial ownership of the Becker Drapkin QP Shares.

As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) 323,761 shares held by the Managed Account (the

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“Managed Account Shares”), which represent approximately 1.370% of the outstanding shares of Common Stock. BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares.

The Becker Drapkin Funds disclaim beneficial ownership of the Managed Account Shares.

As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA.

As of the date hereof, no Reporting Persons owns any shares of Common Stock other than those set forth in this Item 5.

(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.

 

Name of Reporting Person		Trade Date		Purchased (Sold)				Price / Share
Becker Drapkin QP		8/7/2014			16,792			$	6.4980
Becker Drapkin QP		8/14/2014			36,832			$	6.6808
Becker Drapkin QP		8/15/2014			53,478			$	6.6458
Becker Drapkin QP		8/20/2014			27,133			$	6.9021
Becker Drapkin QP		8/21/2014			38,441			$	6.8523
Becker Drapkin QP		8/22/2014			3,100			$	6.9961
Becker Drapkin, L.P.		8/7/2014			1,903			$	6.4980
Becker Drapkin, L.P.		8/14/2014			4,169			$	6.6808
Becker Drapkin, L.P.		8/15/2014			6,054			$	6.6458
Becker Drapkin, L.P.		8/20/2014			3,071			$	6.9021
Becker Drapkin, L.P.		8/21/2014			4,352			$	6.8523
Becker Drapkin, L.P.		8/22/2014			350			$	6.9961
Managed Account		8/7/2014			4,392			$	6.4980
Managed Account		8/14/2014			9,633			$	6.6808
Managed Account		8/15/2014			13,987			$	6.6458
Managed Account		8/20/2014			7,097			$	6.9021
Managed Account		8/21/2014			10,054			$	6.8523
Managed Account		8/22/2014			811			$	6.9961

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(d) No person other than the Reporting Persons, and the Managed Account with respect to the Managed Account Shares, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common Stock set forth above.

(e) Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: August 25, 2014