UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
SILICON GRAPHICS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
| 827056102 (CUSIP Number) |
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No. 827056102 |
13G | Page 2 of 18 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Capital Management LP |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER
12,453,000* 6. SHARED VOTING POWER
—0— 7. SOLE DISPOSITIVE POWER
12,453,000* 8. SHARED DISPOSITIVE POWER
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,453,000* |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%* |
|||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| * | See Item 4. |
| CUSIP No. 827056102 |
13G | Page 3 of 18 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields GP LLC |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER
12,453,000* 6. SHARED VOTING POWER
—0— 7. SOLE DISPOSITIVE POWER
12,453,000* 8. SHARED DISPOSITIVE POWER
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,453,000* |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%* |
|||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| * | See Item 4. |
| CUSIP No. 827056102 |
13G | Page 4 of 18 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Associates LLC |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER
12,450,384* 6. SHARED VOTING POWER
—0— 7. SOLE DISPOSITIVE POWER
12,450,384* 8. SHARED DISPOSITIVE POWER
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,450,384* |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%* |
|||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| * | See Item 4. |
| CUSIP No. 827056102 |
13G | Page 5 of 18 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathon S. Jacobson |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER
12,453,000* 6. SHARED VOTING POWER
—0— 7. SOLE DISPOSITIVE POWER
12,453,000* 8. SHARED DISPOSITIVE POWER
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,453,000* |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%* |
|||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| * | See Item 4. |
| CUSIP No. 827056102 |
13G | Page 6 of 18 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard L. Grubman |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER
12,453,000* 6. SHARED VOTING POWER
—0— 7. SOLE DISPOSITIVE POWER
12,453,000* 8. SHARED DISPOSITIVE POWER
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,453,000* |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%* |
|||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| * | See Item 4. |
| CUSIP No. 827056102 |
13G | Page 7 of 18 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Capital Ltd. |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, B.W.I. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER
2,616 6. SHARED VOTING POWER
—0— 7. SOLE DISPOSITIVE POWER
2,616 8. SHARED DISPOSITIVE POWER
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,616 |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
|||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| CUSIP No. 827056102 |
13G | Page 8 of 18 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Capital II LP |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER
8,753,834* 6. SHARED VOTING POWER
—0— 7. SOLE DISPOSITIVE POWER
8,753,834* 8. SHARED DISPOSITIVE POWER
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,753,834* |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%* |
|||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| * | See Item 4. |
| CUSIP No. 827056102 |
13G | Page 9 of 18 Pages |
| Item 1 |
(a). |
Name of Issuer: | ||||||||||
| Silicon Graphics, Inc. (the “Issuer”) | ||||||||||||
| Item 1 |
(b). |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 1500 Crittendon Lane, Mountain View, California 94043 | ||||||||||||
| Item 2 |
(a). |
Name of Person Filing: | ||||||||||
| This statement is being filed by the following persons with respect to the shares of Common Stock of the Issuer directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital Ltd. (collectively, the “Funds”): | ||||||||||||
| (i) Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds; |
||||||||||||
| (ii) Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management; |
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| (iii) Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of Highfields I and Highfields II; |
||||||||||||
| (iv) Jonathon S. Jacobson, a Managing Member of Highfields GP; and |
||||||||||||
| (v) Richard L. Grubman, a Managing Member of Highfields GP. |
||||||||||||
| This statement is also being filed by Highfields Capital Ltd., an exempted limited company organized under the laws of the Cayman Islands, B.W.I., with respect to the shares of Common Stock of the Issuer owned by Highfields Capital Ltd. (which shares of Common Stock are also included in the filings for Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman); and Highfields II, a Delaware limited partnership, with respect to the shares of Common Stock of the Issuer owned by Highfields II (which shares of Common Stock are also included in the filings for Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman).
Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Mr. Grubman, Highfields Capital Ltd. and Highfields II are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” |
||||||||||||
| Item 2 |
(b). |
Address of Principal Business Office or, if None, Residence: | ||||||||||
| Address for Highfields Capital Management, Highfields GP, Highfields Associates Mr. Jacobson, Mr. Grubman and Highfields II: c/o Highfields Capital Management John Hancock Tower 200 Clarendon Street, 51st Floor Boston, Massachusetts 02116
Address for Highfields Capital Ltd.: c/o Goldman Sachs (Cayman) Trust, Limited Harbour Centre, Second Floor George Town, Grand Cayman Cayman Islands, B.W.I. |
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| Item 2 |
(c). |
Citizenship: | ||||||||||
| Highfields Capital Management – Delaware Highfields GP – Delaware Highfields Associates – Delaware Jonathon S. Jacobson – United States Richard L. Grubman – United States Highfields Capital Ltd. – Cayman Islands, B.W.I. Highfields II – Delaware |
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| Item 2 |
(d). |
Title of Class of Securities: | ||||||||||
| Common Stock, par value $0.001 per share | ||||||||||||
| Item 2 |
(e). |
CUSIP Number: | ||||||||||
| 827056102 | ||||||||||||
| Item 3. |
Not applicable. | |||||||||||
| CUSIP No. 827056102 |
13G | Page 10 of 18 Pages |
| Item 4. |
Ownership. | |||||||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
For Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman: |
||||||||||
| (a) | Amount beneficially owned:
12,453,000 shares of Common Stock |
|||||||||
| (b) | Percent of class:
4.7% |
|||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote:
12,453,000 |
|||||||||
| (ii) | Shared power to vote or to direct the vote:
—0— |
|||||||||
| (iii) | Sole power to dispose or to direct the disposition of:
12,453,000 |
|||||||||
| (iv) | Shared power to dispose or to direct the disposition of:
—0— |
|||||||||
| For Highfields Associates LLC: | ||||||||||
| (a) | Amount beneficially owned:
12,450,384 shares of Common Stock |
|||||||||
| (b) | Percent of class:
4.7% |
|||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote:
12,450,384 |
|||||||||
| (ii) | Shared power to vote or to direct the vote:
—0— |
|||||||||
| (iii) | Sole power to dispose or to direct the disposition of:
12,450,384 |
|||||||||
| (iv) | Shared power to dispose or to direct the disposition of:
—0— |
|||||||||
| For Highfields II: | ||||||||||
| (a) | Amount beneficially owned:
8,753,834 shares of Common Stock |
|||||||||
| (b) | Percent of class:
3.3% |
|||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote:
8,753,834 |
|||||||||
| (ii) | Shared power to vote or to direct the vote:
—0— |
|||||||||
| (iii) | Sole power to dispose or to direct the disposition of:
8,753,834 |
|||||||||
| (iv) | Shared power to dispose or to direct the disposition of:
—0— |
|||||||||
| Shares owned and percentage calculations for each of the Reporting Persons listed above include shares of Common Stock that may be acquired upon conversion of the 6.50% Senior Secured Convertible Notes due 2009. | ||||||||||
| For Highfields Capital Ltd.: | ||||||||||
| (a) | Amount beneficially owned:
2,616 shares of Common Stock |
|||||||||
| (b) | Percent of class:
0% |
|||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) Sole power to vote or to direct the vote:
2,616 |
||||||||||
| (ii) Shared power to vote or to direct the vote:
—0— |
||||||||||
| (iii) Sole power to dispose or to direct the disposition of:
2,616 |
||||||||||
| (iv) Shared power to dispose or to direct the disposition of: —0— |
||||||||||
| CUSIP No. 827056102 |
13G | Page 11 of 18 Pages |
| Item 5. |
Ownership of Five Percent or Less of a Class. | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | ||||||||||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
| Not applicable. | ||||||||||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |||||||||
| Not applicable. | ||||||||||
| Item 8. |
Identification and Classification of Members of the Group. | |||||||||
| Not applicable. | ||||||||||
| Item 9. |
Notice of Dissolution of Group. | |||||||||
| Not applicable. | ||||||||||
| Item 10. |
Certification. | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
| CUSIP No. 827056102 |
13G | Page 12 of 18 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.
| February 14, 2005 | ||
| Date | ||
| HIGHFIELDS CAPITAL MANAGEMENT LP | ||
| By: |
Highfields GP LLC, its General Partner | |
| /s/ Joseph F. Mazzella | ||
| Signature | ||
| Joseph F. Mazzella, Authorized Signatory | ||
| Name/Title | ||
| HIGHFIELDS GP LLC | ||
| /s/ Joseph F. Mazzella | ||
| Signature | ||
| Joseph F. Mazzella, Authorized Signatory | ||
| Name/Title | ||
| HIGHFIELDS ASSOCIATES LLC | ||
| /s/ Joseph F. Mazzella | ||
| Signature | ||
| Joseph F. Mazzella, Authorized Signatory | ||
| Name/Title | ||
| JONATHON S. JACOBSON | ||
| /s/ Joseph F. Mazzella | ||
| Signature | ||
| Joseph F. Mazzella, Authorized Signatory | ||
| Name/Title | ||
| CUSIP No. 827056102 |
13G | Page 13 of 18 Pages |
| RICHARD L. GRUBMAN | ||
| /s/ Joseph F. Mazzella | ||
| Signature | ||
| Joseph F. Mazzella, Authorized Signatory | ||
| Name/Title | ||
| HIGHFIELDS CAPITAL LTD. | ||
| By: |
Highfields Capital Management LP, its | |
| Investment Manager | ||
| By: |
Highfields GP LLC, its General Partner | |
| /s/ Joseph F. Mazzella | ||
| Signature | ||
| Joseph F. Mazzella, Authorized Signatory | ||
| Name/Title | ||
| HIGHFIELDS CAPITAL II LP | ||
| By: |
Highfields Associates LLC, its General Partner | |
| /s/ Joseph F. Mazzella | ||
| Signature | ||
| Joseph F. Mazzella, Authorized Signatory | ||
| Name/Title | ||
| CUSIP No. 827056102 |
13G | Page 14 of 18 Pages |
EXHIBIT INDEX
| Exhibit 1 | Limited Power of Attorney. | |