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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated Average Burden
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Hours Per Response: 14.5
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CUSIP No. 72581M305
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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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)
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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,686,185
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,686,185
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,686,185
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP No. 72581M305
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Partners (QP), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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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)
WC
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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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,616,216
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,616,216
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,616,216
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 72581M305
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Becker Drapkin Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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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)
WC
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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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
240,269
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
240,269
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,269
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
BD Partners IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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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)
WC
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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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
829,700
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
829,700
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,700
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 72581M305
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BC Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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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)
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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,686,185
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,686,185
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,686,185
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
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CUSIP No. 72581M305
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven R. Becker
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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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)
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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,686,185
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,686,185
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,686,185
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 72581M305
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew A. Drapkin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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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)
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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,686,185
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,686,185
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,686,185
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 72581M305
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bradley Shisler
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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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)
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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
5,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
5,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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| Item 2. |
Identity and Background
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Sub-paragraph (b) of Item 2 is amended and supplemented to add the following information for updating as of the date hereof:
(b) The business address of the BD Partners is 500 Crescent Court, Suite 230, Dallas, Texas 75201
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Item 3.
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Source and Amount of Funds or other Consideration
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Item 3 is amended and supplemented to add the following information for updating as of the date hereof:
Mr. Shisler expended an aggregate of $11,950 (excluding commissions) to purchase 5,000 shares of Common Stock. Funds used to purchase reported securities by Mr. Shisler have come from the personal funds of Mr. Shisler.
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Item 4.
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Purpose of Transaction
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Item 4 is amended and supplemented to add the following information for updating as of the date hereof:
On August 9, 2012, the Issuer and the Reporting Persons entered into an amendment (“Amendment No. 1”) to the agreement entered into by such parties on February 8, 2012 (the “Standstill Agreement”). Under the terms of Amendment No. 1, the parties thereto have agreed to provide an exception to certain of the standstill provisions contained in the Standstill Agreement that will allow the BD Parties to directly acquire 880,000 shares of Common Stock (the “Additional Shares”) on or before November 30, 2012 in addition to acquisitions previously allowed under the Standstill Agreement. The BD Parties must promptly notify the Issuer of any acquisition of Additional Shares.
The foregoing brief description of certain terms of Amendment No. 1 is qualified in its entirety by reference to the full text of Amendment No. 1 which is attached as Exhibit 1 hereto and incorporated by reference herein.
In connection with its approval of Amendment No. 1, the board of directors of the Issuer approved and exempted the acquisition of Additional Shares by the BD Parties for purposes of the Oregon Business Combination Act.
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Item 5.
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Interest in Securities of the Issuer
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Subparagraphs (a) through (c) of Item 5 are 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 2,691,185 shares of Common Stock. Based upon a total of 18,320,816 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending June 30, 2012, the Reporting Persons’ shares represent approximately 14.689% of the outstanding shares of Common Stock.
Mr. Shisler owns 5,000 shares of Common Stock which represent approximately 0.027% of the outstanding shares of Common Stock.
On February 8, 2012, the Standstill Agreement was entered into by the Reporting Persons. As a result of the Standstill Agreement, the BD Parties and Mr. Shisler may be deemed to be a “group” pursuant to Rule 13d–5(b)(1) promulgated under the Securities Exchange Act of 1934. The BD Parties each disclaim beneficial ownership of any shares of Common Stock owned by Mr. Shisler, and Mr. Shisler disclaims beneficial ownership of any shares of Common Stock owned by any other Reporting Person.
(c) There have been no transactions by the Reporting Persons in shares of Common Stock in the last 60 days.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
On August 9, 2012, the Issuer and the Reporting Persons entered into Amendment No. 1 to the Standstill Agreement, the terms of which are described in Item 4 of this Schedule 13D.
On August 9, 2012, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 2 and incorporated by reference herein.
On February 9, 2012, as newly-appointed directors of the Issuer, each of Mr. Becker and Mr. Shisler received from the Issuer options to purchase 10,000 shares of Common Stock. Such options (i) were awarded under the Issuer’s 2006 Stock Incentive Plan (the “2006 Plan”), (ii) have an expiration date of February 9, 2018, (iii) have an exercise price of $2.36 per share of Common Stock and (iv) vest 25% on the first anniversary of the grant date, with the remaining 75% vesting ratably on a monthly basis thereafter over three years.
On May 15, 2012, as directors of the Issuer, each of Mr. Becker and Mr. Shisler received from the Issuer 8,000 restricted stock units which are contingent rights to receive shares of Common Stock. Such restricted stock units were awarded under the 2006 Plan and will vest on the first to occur of (i) the day before the next annual meeting of the Issuer’s shareholders that follows the grant date, or (ii) the first anniversary of the grant date and are payable in shares of Common Stock.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1
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Amendment No. 1 to Agreement, dated August 9, 2012, by and among Pixelworks, Inc.; Steven R. Becker; Matthew A. Drapkin, BC Advisors, LLC; Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P.; BD Partners IV, L.P.; and Bradley Shisler.
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Exhibit 2
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Joint Filing Agreement, dated August 9, 2012, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P.; BD Partners IV, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin; and Bradley Shisler
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BECKER DRAPKIN MANAGEMENT, L.P.
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS (QP), L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS, L.P.
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|||||
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BD PARTNERS IV, L.P.
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|||||
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By:
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Becker Drapkin Management, L.P., its general partner
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||||
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By:
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BC Advisors, LLC, its general partner
|
||||
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By:
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/s/ Andrew S. McLelland
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||||
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Name: Andrew S. McLelland
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|||||
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Title: Attorney-in-Fact
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|||||
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BC ADVISORS, LLC
|
|||||
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|||||
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By:
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/s/ Andrew S. McLelland
|
||||
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Name: Andrew S. McLelland
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|||||
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Title: Attorney-in-Fact
|
|||||
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STEVEN R. BECKER
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|||||
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|||||
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By:
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/s/ Andrew S. McLelland
|
||||
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Name: Andrew S. McLelland
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|||||
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Title: Attorney-in-Fact
|
|||||
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MATTHEW A. DRAPKIN
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|||||
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By:
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/s/ Andrew S. McLelland
|
||||
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Name: Andrew S. McLelland
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|||||
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Title: Attorney-in-Fact
|
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BRADLEY SHISLER
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|||||
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/s/ Bradley Shisler
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