sc13d
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
Under the Securities Exchange Act of 1934
(Amendment No. )*
Memsic, Inc.
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
Seligman Spectrum Focus (Master) Fund
P.O. Box 309
Ugland House, South Church Street
George Town, Grand Cayman KY1-1104, Cayman Islands
Telephone: (212) 850-1864
with copies to:
Michael J. Kennedy, Esq.
Steve L. Camahort, Esq.
Shearman & Sterling LLP
525 Market Street
San Francisco, CA 94105
Telephone: (415) 616-1100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 9, 2010
(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-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
x
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
persons 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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NAMES OF REPORTING PERSONS.
Ameriprise Financial, Inc.
I.R.S. Identification Nos. of above persons (entities only) 13-3180631 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
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SHARED DISPOSITIVE POWER |
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2,864,504 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,864,504 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.03% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
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1 |
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NAMES OF REPORTING PERSONS.
RiverSource Investments, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK 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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Minnesota
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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2,864,504 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,864,504 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.03% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IA |
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1 |
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NAMES OF REPORTING PERSONS.
Seligman Spectrum Focus (Master) Fund
I.R.S. Identification Nos. of above persons (entities only) 98-0498128 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK 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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Cayman Islands
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SOLE VOTING POWER |
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NUMBER OF |
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2,782,255 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
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SHARED DISPOSITIVE POWER |
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2,782,255 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,782,255 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.69% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
4
TABLE OF CONTENTS
The information set forth in response to each separate Item below shall be deemed to be a
response to all Items where such information is relevant. The information set forth in the
Exhibits and Schedule attached hereto is expressly incorporated herein by reference and the
response to each item of this Schedule 13D is qualified in its entirety by the provisions of such
Exhibits and Schedule.
Item 1. Security and Issuer.
This statement on Schedule 13D (this Statement) relates to the shares of common
stock, $0.00001 par value per share (Common Stock), of Memsic, Inc., a Delaware
corporation (the Issuer). The principal executive offices of the Issuer are located at
One Tech Drive, Suite 325, Andover, MA 01810.
Item 2. Identity and Background.
(a) This Statement is being filed jointly by the following (each a Reporting Person
and collectively, the Reporting Persons): (1) Ameriprise Financial, Inc., a Delaware
corporation (AFI), (2) RiverSource Investments, LLC, a Minnesota limited liability
company (RVS), and (3) Seligman Spectrum Focus (Master) Fund, an exempted company
incorporated in the Cayman Islands (Focus Fund). The agreement among the Reporting
Persons relating to the joint filing of this statement is attached as Exhibit 99.1 hereto.
(b) The business address for AFI, RVS and each executive officer and director of RVS is c/o
Ameriprise Financial, Inc., 145 Ameriprise Financial Center, Minneapolis, MN 55474. The business
address for Focus Fund and each executive officer and director of Focus Fund is P.O. Box 309,
Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands.
The name and principal occupation of each director and executive officer of AFI and RVS are
set forth on Schedule A and incorporated herein by reference. The name and principal occupation of
each director of Focus Fund are also set forth on Schedule A and incorporated herein by reference.
Focus Fund does not have any officers.
(c) The principal business of Focus Fund is serving as a private investment fund formed for
the purpose of making equity investments. The principal business of RVS is acting as the
investment adviser to Focus Fund and various other investment companies, including other
unregistered investment companies and investment companies registered under the Investment Company
Act of 1940 and other managed accounts. AFI is a financial services firm that serves as the sole
owner and parent company of RVS.
(d) During the last five years, none of the Reporting Persons, and to the knowledge of the
Reporting Persons, none of the other persons listed in this Item 2, has been convicted in any
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) In November and December 2005, without admitting or denying the allegations, American
Express Financial Corporation (AEFC, which is now known as AFI), the parent company of RVS,
finalized settlement agreements with the Securities and Exchange Commission (SEC) and Minnesota
Department of Commerce (MDOC) relating to market timing activities. The SEC and MDOC allegations
indicated that AEFC failed to: (i) adequately disclose market timing activities in mutual fund and
variable annuity product prospectuses; (ii) implement procedures to detect and prevent market
timing in 401(k) plans for employees of AEFC and related companies and adequately disclose that
there were no such procedures; and (iii) in the case of MDOC only, establish written policies and
procedures and properly supervise its employees. AEFC was censured and ordered to cease and desist
from committing or causing any violations of certain federal and Minnesota securities laws. AEFC
agreed to: (i) pay disgorgement of $10 million and civil money penalties of $7 million; (ii) make
presentations at least annually to its board of directors and the relevant mutual funds board
relating to market timing policies and procedures and related disclosures; (iii) retain an
independent distribution consultant to assist in distributing disgorgement and civil penalties; and
(iv) submit to the MDOC a compliance review of its market timing procedures within one year,
including a certification by a senior officer regarding compliance and supervisory procedures. The
SEC order is available at http://www.sec.gov/litigation/admin/ia-2451.pdf.
Except as set forth in the preceding paragraph, during the last five years, none of the
Reporting Persons, and to the knowledge of the Reporting Persons, none of the other persons listed
in this Item 2, has been party to any civil proceeding
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of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to any 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) AFI is a Delaware corporation. RVS is a Minnesota limited liability company. Focus Fund
is an exempted company incorporated in the Cayman Islands. Each director and executive officer of
AFI, RVS and Focus Fund is a United States citizen, except for Messrs. Litton, and Banks who are
citizens of Great Britain and Mr. Bannister who is a citizen of Malta.
Item 3. Source Amount of Funds or Other Consideration
The shares of Common Stock purchased by Focus Fund were purchased with working capital in open
market purchases. The aggregate purchase cost of the 2,782,255 shares of Common Stock beneficially
owned by Focus Fund is approximately $6,300,669, excluding brokerage commissions.
Item 4. Purpose of Transaction
Focus Fund acquired the shares of Common Stock beneficially owned by it for investment
purposes. Focus Fund expects to continually monitor and re-evaluate its investments in the shares
of Common Stock.
From time to time in the past, representatives of Focus Fund have contacted members of the
Issuers management and board of directors in order to communicate the views of Focus Fund as to
how best to maximize shareholder value. On April 9, 2010, in accordance with the terms of the
Issuers Amended and Restated Bylaws (the Bylaws), Focus Fund delivered a letter to the
Issuer nominating two individuals (the Nominees) for election as directors of the Issuer at the
Issuers 2010 annual meeting of stockholders (or any other special meeting of stockholders held in
lieu thereof, the Annual Meeting), and notified the Issuer that it proposes that certain other corporate governance proposals be brought before the annual meeting.
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Representatives of Focus Fund intend to engage in discussions with the Issuer regarding
matters in connection with the Nominees and the proposals being brought before the Annual Meeting.
No Reporting Person has any present plan or proposal which would relate to or result in any
matters set forth in subparagraphs (a) (j) of Item 4 of Schedule 13D except as set forth herein
or such as would occur upon completion of any of the actions discussed above. The Reporting
Persons reserve the right to acquire additional securities of Issuer, to dispose of such securities
of Issuer at any time, or to formulate other purposes, plans or proposals regarding the Issuer or
the securities of the Issuer, to the extent deemed advisable in light of their general investment
polices, market conditions or other factors.
Item 5. Interest in Securities of the Issuer
(a-b) The following disclosure assumes there are 23,804,863 shares of Common Stock
outstanding, which the Issuer represented to be the number of shares of Common Stock outstanding as
of March 29, 2010 in the Issuers Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission on March 31, 2010.
As of April 9, 2010, Focus Fund beneficially owned 2,782,255 shares of Common Stock, which
constitutes approximately 11.69% of the shares of Common Stock outstanding.
RVS and AFI do not directly own any shares of Common Stock of the Issuer. As the investment
adviser of Focus Fund and various other unregistered and registered investment companies and other
managed accounts, RVS may be deemed to beneficially own 2,864,504 shares of Common Stock held by
Focus Fund and one other client of RVS, which constitutes approximately 12.03% of the shares of
Common Stock outstanding. To the knowledge of the Reporting Persons, as of April 9, 2010, only one
other client of RVS besides Focus Fund beneficially owned shares of Common Stock and only the Focus
Fund beneficially owned more than 5% of the shares of Common Stock outstanding.
As the sole owner and parent company of RVS, AFI may be deemed to beneficially own 2,864,504
shares of Common Stock, which constitutes approximately 12.03% of the shares of Common Stock
outstanding.
Except as set forth in this Item 5(a), none of the Reporting Persons beneficially owns any
shares of Common Stock.
(c) Schedule B annexed hereto lists all transactions in the shares of Common Stock during the
past 60 days by the Reporting Persons.
(d) To the knowledge of the Reporting Persons, no other persons besides the Stockholders and
those persons for whose shares of Common Stock the Stockholders report beneficial ownership have
the right to receive or the power to
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direct the receipt of dividends from, or the proceeds from the
sale of, the securities of the Issuer reported herein; provided, however, that one
RVS client (not a Reporting Person hereunder) owning 82,249 shares of Common Stock of the Issuer
has the right to receive any dividends paid by the Issuer and could terminate its investment
advisory relationship with RVS and then subsequently direct the use of proceeds from the sale of
the Common Stock owned by the client.
(e) Not applicable.
Except as set forth above, to the knowledge of the Reporting Persons, none of the other
persons listed in Item 2 above has beneficial ownership of any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The responses set forth in Items 3, 4 and 5 of this Statement are incorporated herein by
reference.
On April 9, 2010, Focus Fund entered into a Nomination Agreement with each of the Nominees
setting forth certain agreements regarding the nomination of the Nominees, including (i) the
responsibilities of the Nominees and Focus Fund, (ii) the reimbursement of expenses incurred by the
Nominees in connection with the performance of their responsibilities under the Agreement, and
(iii) the indemnification of the Nominees by Focus Fund for certain losses which may be incurred by
the Nominees in their capacity as a nominee for election to the Issuers board of directors. A form
of the Nomination Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Other than as described herein, to the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise), including, but not
limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies, between the Reporting Persons, and any other person, with respect
to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
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Exhibit |
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Number |
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Document |
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99.1 |
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Joint Filing Agreement, dated April 9, 2010 by and among AFI, RVS and Focus Fund. |
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99.2 |
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Form of Nomination Agreement |
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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.
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Dated: April 9, 2010 |
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Seligman Spectrum Focus (Master) Fund |
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By:
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/s/ Paul Goucher |
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Name: Paul Goucher |
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Title: Authorized Person |
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Ameriprise Financial, Inc. |
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By:
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/s/ Wade M. Voigt |
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Name: Wade M. Voigt |
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Title: Director Fund Administration |
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RiverSource Investments, LLC |
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By:
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/s/ Paul Goucher |
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Name: Paul Goucher |
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Title: Assistant Secretary |
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9
Schedule A
Directors of Seligman Spectrum Focus (Master) Fund
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Name and Position |
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Principal Occupation |
David C. Litton Director
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Managing Director of Devonshire Corporate
Services Limited |
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John Banks Director
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Executive Chairman of Bridgewater (IOM) Limited |
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Joseph Bannister Director
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Professor at Cranfield Institute of Technology
and University of Malta |
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Christopher P. Keating Director
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Vice President and Head of Institutional
Sales, Client Service and Consultant
Relationships for RiverSource Investments, LLC |
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William F. Truscott Director
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PresidentU.S. Asset Management, Annuities and
Chief Investment Officer of Ameriprise
Financial, Inc. |
Directors and Executive Officers of RiverSource Investments, LLC
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Name and Position |
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Principal Occupation |
William F. Truscott President,
Chairman of the Board and CIO
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PresidentU.S. Asset Management, Annuities and
Chief Investment Officer of Ameriprise Financial,
Inc. |
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Christopher P. Keating Director
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Vice President and Head of Institutional Sales,
Client Service and Consultant Relationships for
RiverSource Investments, LLC |
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Brian J. McGrane Director
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Vice President and Head of Institutional Sales,
Client Service and Consultant Relationships for
RiverSource Investments, LLC |
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Patrick T. Bannigan Director
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Senior Vice President Asset Management, Products
and Marketing of RiverSource Investments, LLC |
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Eleanor T. M. Hoagland Chief
Compliance Officer
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Chief Compliance Officer of RiverSource
Investments, LLC |
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Scott R. Plummer Chief Legal Officer
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Chief Legal Officer of RiverSource Investments, LLC |
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Amy K. Johnson Vice President and
Chief Administrative Officer
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Vice President and Chief Administrative Officer of
RiverSource Investments, LLC |
Directors and Executive Officers of Ameriprise Financial, Inc.
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Name and Position |
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Principal Occupation |
James M. Cracchiolo Chairman and
Chief Executive Officer
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Chairman and Chief Executive Officer
of Ameriprise Financial, Inc. |
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Warren D. Knowlton Director
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Retired |
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Name and Position |
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Principal Occupation |
W. Walker Lewis Director
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Chairman of Devon Value Advisers |
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Siri S. Marshall Director
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Retired |
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Jeffrey Noddle Director
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Chairman of the Board of Directors
of SUPERVALU INC. |
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H. Jay Sarles Director
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Retired |
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Robert F. Sharpe, Jr. Director
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President of Commercial Foods and
Executive Vice President and Chief
Administrative Officer of ConAgra
Foods, Inc. |
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William H. Turner Director
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Retired |
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Joseph E. Sweeney President
Advice & Wealth Management, Products
and Services
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President Advice & Wealth
Management, Products and Services of
Ameriprise Financial, Inc. |
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William F. Truscott PresidentU.S.
Asset Management, Annuities and
Chief Investment Officer
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PresidentU.S. Asset Management,
Annuities and Chief Investment
Officer of Ameriprise Financial,
Inc. |
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Walter S. Berman Executive Vice
President and Chief Financial
Officer
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Executive Vice President and Chief
Financial Officer of Ameriprise
Financial, Inc. |
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Kelli A. Hunter Executive Vice
President of Human Resources
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Executive Vice President of Human
Resources of Ameriprise Financial,
Inc. of Ameriprise Financial, Inc. |
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John C. Junek Executive Vice
President and General Counsel
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Executive Vice President and General
Counsel of Ameriprise Financial,
Inc. |
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Glen Salow Executive Vice
President Service Delivery and
Technology
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Executive Vice President Service
Delivery and Technology of
Ameriprise Financial, Inc. |
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Kim M. Sharan President
Financial Planning, Retirement &
Wealth Strategies and Chief
Marketing Officer
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President Financial Planning,
Retirement & Wealth Strategies and
Chief Marketing Officer of
Ameriprise Financial, Inc. |
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Deirdre N. Davey Executive Vice
President Corporate Communications
and Community Relations
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Executive Vice President Corporate
Communications and Community
Relations of Ameriprise Financial,
Inc. |
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John R. Woerner President
Insurance and Chief Strategy Officer
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President Insurance and Chief
Strategy Officer of Ameriprise
Financial, Inc. |
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Donald E. Froude President The
Personal Advisors Group
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President The Personal Advisors
Group of Ameriprise Financial, Inc. |
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David K. Stewart Senior Vice
President and Controller (Principal
Accounting Officer)
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Senior Vice President and Controller
(Principal Accounting Officer) of
Ameriprise Financial, Inc. |
2
Schedule B
Transactions in the Shares During the Past 60 days
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For the |
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Shares of Common Stock |
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Price Per |
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Date of |
Account of |
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Purchased/(Sold) |
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Share ($U.S.) |
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Purchase/(Sale) |
Focus Fund |
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100
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3.15 |
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2/11/2010 |
Focus Fund |
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300
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3.15 |
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2/12/2010 |
Focus Fund |
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748
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3.15 |
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2/17/2010 |
Focus Fund |
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11,152
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3.1995 |
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2/19/2010 |
Focus Fund |
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10,000
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3.188 |
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3/31/2010 |
Focus Fund |
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8,900
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3.1897 |
|
|
3/31/2010 |
Focus Fund |
|
20,000
|
|
|
3.1753 |
|
|
3/31/2010 |