sc13d
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Silicon Graphics, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
827056300
(CUSIP NUMBER)
Southpaw Asset Management LP
Four Greenwich Office Park
Greenwich, CT 06831
(203) 862.6206
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
November 9, 2007
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g) check the following box o.
The information required in 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, as amended (the “Act”), or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
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NAMES OF REPORTING PERSONS
Southpaw Asset Management LP |
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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) o |
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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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Delaware
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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589,127 |
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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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589,127 |
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| WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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589,127 |
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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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5.3% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
Page 2 of 12
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NAMES OF REPORTING PERSONS
Southpaw Holdings LLC |
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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) o |
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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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Delaware
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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589,127 |
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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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589,127 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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589,127 |
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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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5.3% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
Page 3 of 12
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NAMES OF REPORTING PERSONS
Kevin Wyman |
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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) o |
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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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United States
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SOLE VOTING POWER |
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| NUMBER OF |
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589,127 |
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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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589,127 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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589,127 |
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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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5.3% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Page 4 of 12
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NAMES OF REPORTING PERSONS
Howard Golden |
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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) o |
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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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United States
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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589,127 |
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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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589,127 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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589,127 |
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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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5.3% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Page 5 of 12
SCHEDULE 13D
This Schedule 13D (the “Schedule 13D”) relates to shares of common stock, $0.01 par value
(“Common Stock”), of Silicon Graphics, Inc. (the “Issuer”), and is being filed on behalf of (i)
Southpaw Asset Management LP (“Southpaw Management”), a Delaware limited partnership, as the
investment manager to Southpaw Credit Opportunity Master Fund LP (the “Fund”), a Cayman Islands
limited partnership, and a managed account (the “Managed Account”), each of which hold the shares
of Common Stock, (ii) Southpaw Holdings LLC (“Southpaw Holdings”), a Delaware limited liability
company, as the general partner of Southpaw Management, (iii) Kevin Wyman, a principal of Southpaw
Holdings, and (iv) Howard Golden, a principal of Southpaw Holdings (the persons mentioned in (i),
(ii) (iii) and (iv) are referred to as the “Reporting Persons”).
Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock, $0.01 par value (“Common Stock”), of
Silicon Graphics, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at
1140 East Arques Avenue, Sunnyvale, California 94085-4602.
Item 2. Identity and Background
(a) This statement is filed by: (i) Southpaw Management, (ii) Southpaw Holdings, (iii) Kevin
Wyman and (iv) Howard Golden.
(b) The business address of each of the Reporting Persons is: Four Greenwich Office Park,
Greenwich, CT 06831.
(c) Southpaw Management provides investment management services to private individuals and
institutions, including the Fund and the Managed Account. Southpaw Holdings serves as the general
partner of Southpaw Management. The principal occupation of Mr. Wyman and Mr. Golden is investment
management.
(d) None of the Reporting Persons have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Southpaw Management is a Delaware limited partnership. Southpaw Holdings is a Delaware
limited liability company. Mr. Wyman and Mr. Golden are United States citizens.
Item 3. Source and Amount of Funds
As of the date of filing of this Schedule 13D, the Reporting Persons had invested in Common
Stock of the Issuer in the amount of: $12,949,587, through the Fund and the Managed Account. The
above amounts include any commissions incurred in making the investments. The source of these
funds was the working capital of the Reporting Persons.
Item 4. Purpose of the Transaction
On November 9, 2007, the Reporting Persons sent a letter to the Board of Directors of the
Issuer recommending that the Board review and consider the Issuer’s strategic alternatives,
including the sale of the Issuer. A copy of the November 9, 2007 letter is attached as Exhibit
3.
The Reporting Persons purchased the Common Stock based on the belief that such securities,
when purchased, were undervalued and represented an attractive investment opportunity. Although
Reporting Person has no specific plan or proposal to acquire additional Common Stock or dispose of
the Common Stock, consistent with its investment purpose, Reporting Person at any time and from
time to time may acquire additional Common Stock or dispose of any or all of its Common Stock
depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market
conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or
other investment considerations The purpose of the acquisition of the Common Stock is for
investment, and the acquisitions of the Common Stock were made in the ordinary course of business
and were not made for the purpose of acquiring control of the Issuer.
Also, consistent with the investment purpose, the Reporting Persons may engage in
communications with one or more shareholders of the Issuer, one or more officers of the Issuer
and/or one or more members of the board of directors of the Issuer and/or one or more
representatives of the Issuer regarding the Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, Reporting Person has no
plans or proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The
Reporting Person may, at any time and from time to time, review or reconsider its position and/or
change its purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
(a) As of the filing date of this Schedule 13D, the Reporting Persons beneficially own 589,127
shares of Common Stock of the Issuer, which represents 5.3% of the Issuer’s outstanding shares of
Common Stock, which such percentage was calculated by dividing (i) the 589,127 shares of Common
Stock beneficially owned by the Reporting Persons, by (ii) 11,125,000 shares of Common Stock
outstanding as of September 28, 2007, as reported in the Issuer’s Form 10-Q filed with the SEC on
November 07, 2007.
(b) The Reporting Persons have the power to vote and dispose of the 589,127 shares of Common
Stock held by Fund and the Managed Account.
The filing of this statement on Schedule 13D shall not be construed as an admission that any
of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended, the beneficial owner of any of the 589,127 shares of Common Stock owned by
Fund or the Managed Account. Pursuant to Rule 13d-4, each of the Reporting Persons disclaim all
such beneficial ownership beyond their pecuniary interest.
(c) The transactions in the Issuer’s securities by the Reporting Persons during the sixty days
prior to the obligation to file this Schedule 13D are listed as Exhibit 2 attached hereto and made
a part hereof.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
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Exhibit 1
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Joint Filing Agreement by and among the Reporting Persons. |
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Exhibit 2
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Transactions in the Issuer’s securities by the Reporting Persons
in the sixty days prior to the obligation to file this Schedule
13D. |
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Exhibit 3
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A letter to the Board of Directors of the Issuer, sent by the
Reporting Persons on November 9, 2007. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: November 13, 2007
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Southpaw Asset Management LP |
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By: Southpaw Holdings LLC, its general partner |
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By:
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/s/ Howard Golden |
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Name:
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Howard Golden |
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Title:
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Managing Member |
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Southpaw Holdings LLC |
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By:
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/s/ Howard Golden |
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Name:
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Howard Golden |
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Title:
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Managing Member |
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/s/ Kevin Wyman |
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Kevin Wyman |
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/s/ Howard Golden |
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Howard Golden |
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