SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Amendment No. 3
Actions Semiconductor Co., Ltd.
(Name of Issuer)
American Depositary Shares
(Title of Class of Securities)
00507E107
(CUSIP Number)
ACCRETIVE CAPITAL PARTNERS, LLC
16 Wall Street, 2nd Floor
Madison, CT 06443
RICHARD E. FEARON, JR.
16 Wall Street, 2nd Floor
Madison, CT 06443
(203) 482-5805
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 2015
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
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1
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NAME OF REPORTING PERSONS
Accretive Capital Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
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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
179,588 American Depositary Shares
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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
179,588 American Depositary Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,588 American Depositary Shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.41%
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14
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TYPE OF REPORTING PERSON
OO
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1
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NAME OF REPORTING PERSONS
Accretive Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(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
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
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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
179,588 American Depositary Shares
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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
179,588 American Depositary Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,588 American Depositary Shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.41%
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14
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TYPE OF REPORTING PERSON
OO, HC
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1
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NAME OF REPORTING PERSONS
Richard E. Fearon, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(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
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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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
229,9141 American Depositary Shares
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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
229,9141 American Depositary Shares
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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
229,9141 American Depositary Shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.52%
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14
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TYPE OF REPORTING PERSON
IN
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This amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and restates the statement on Schedule 13D filed on December 3, 2014 as amended prior to the date of this amendment (as so amended, the “Original Schedule 13D”), by (i) Accretive Capital Partners, LLC an Illinois limited liability company (“ACP”); (ii) Accretive Capital Management, LLC, an Illinois limited liability company (“ACM”); and (iii) Richard E. Fearon, Jr., a citizen of the United States (together with ACP and ACM, the “Reporting Persons”) and relates to the American Depositary Shares (the “Shares”) of Actions Semiconductor Co., Ltd., a Cayman Islands corporation (the “Issuer”). The address of the principal executive offices of the Issuer is No. 1, Ke Ji Si Road, Technology Innovation Coast of Hi-Tech Zone, Zhuhai, Guangdong, 519085, The People’s Republic of China
The purpose of this Amendment No. 3 is (i) to amend and restate the percent of class held by the Reporting Persons, which has changed since the Issuer repurchased 83,999,299 ordinary shares (or 13,999,883 Shares) and the Reporting Persons tendered 5,446,000 Shares via a Dutch auction tender offer, the results of which were announced in the Issuer's Form SC TO-I/A filing with the Securities and Exchange Commission on October 2, 2015; and (ii) to amend the transactions in the Shares during the past sixty days identified in Schedule A, attached.
Except as set forth below, all previous Items of the Original Schedule 13D as amended prior to the date of this amendment remain unchanged. Capitalized terms not defined in this Amendment No. 3 shall have the meaning ascribed to them in the Original Schedule 13D. Except as set forth herein, the Original Schedule 13D is unmodified.
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Item 1.
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Security and Issuer.
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Item 1 of the Original Schedule 13D is hereby amended and restated as follows:
“The Reporting Persons beneficially owns 229,914 Shares of the Issuer. The number of Shares owned by the Reporting Persons have been amended and restated to reflect transactions in the Shares during the past sixty days, which are identified in Schedule A, attached. Moreover, the Issuer has repurchased 83,999,299 ordinary shares (or 13,999,883 Shares) and the Reporting Persons tendered 5,446,000 Shares via a Dutch auction tender offer, the results of which were announced in the Issuer's Form SC TO-I/A filing with the Securities and Exchange Commission on October 2, 2015. As a result of this repurchase, the Shares now represent a lower percentage of the outstanding shares of the Issuer than reported in the Original Schedule 13D. Specifically, the Shares now represent approximately 0.52% of the ordinary shares outstanding, based on based upon 44,288,668 Shares outstanding as of October 2, 2015 which is the total number of Shares outstanding, based on 265,732,006 ordinary shares of the Issuer, as reported in the Issuer’s Form SC TO-I/A filing with the Securities and Exchange Commission on October 2, 2015.”
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Original Schedule 13D is hereby amended and restated to read in full as follows:
“The aggregate percentage of Shares reported owned by each person named herein is based upon 44,288,668 Shares outstanding as of October 2, 2015, which is the total number of Shares outstanding, based on 265,732,006 ordinary shares of the Issuer outstanding, as reported in the Issuer’s Form SC TO-I/A filing with the Securities and Exchange Commission on October 2, 2015.
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(a)
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Amount beneficially owned: 179,588
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Percentage: 0.41%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 179,588
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 179,588
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(c)
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The transactions in the Shares by ACP and ACM during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Amount beneficially owned: 229,914
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Percentage: 0.52%
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(b)
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1. Sole power to vote or direct vote: 229,914
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 229,914
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Mr. Fearon during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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An aggregate of 229,914 Shares, constituting approximately 0.52% of the Shares outstanding, are reported in this Amendment No. 3.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 7.
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Material to be Filed as an Exhibit.
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Item 7 of the Original Schedule 13D is hereby amended to include the following Exhibit 99.1:
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An Open Letter to the Board of Directors of Actions Semiconductor Co., Ltd., dated October 9, 2015 from Accretive Capital Management, LLC
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| October 9, 2015 |
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ACCRETIVE CAPITAL PARTNERS, LLC
By: Accretive Capital Management, LLC, its managing member
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By:
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/s/ Richard E. Fearon, Jr. |
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Name: |
Richard E. Fearon, Jr. |
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Title: |
Managing Member |
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ACCRETIVE CAPITAL MANAGEMENT, LLC |
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By: |
/s/ Richard E. Fearon, Jr. |
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Name: |
Richard E. Fearon, Jr. |
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Title: |
Managing Member |
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/s/ Richard E. Fearon, Jr. |
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Name: |
Richard E. Fearon, Jr. |
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SCHEDULE A
Transactions in the Shares During the Past Sixty Days
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Shares of Common Stock
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/(Sale)
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ACCRETIVE CAPITAL PARTNERS, LLC
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(4,253,967)
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$2.30
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9/29/2015
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500
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$1.54
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9/11/2015
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RICHARD E. FEARON, JR.
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(1,192,033)
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$2.30
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9/29/2015
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Exhibit 99.1
16 Wall Street, 2nd Floor
Madison, Connecticut 06443
203.482.5805direct
info@accretivecapital.com
www.accretivecapital.com
An Open Letter to the Board of Directors of Actions Semiconductor Co., Ltd.
October 9, 2015
Mr. Hsiang-Wei Lee
Mr. Chin-Hsin Chen
Mr. Jun Tse Huang
Mr. Yu-Hsin Lin
Mr. Nan-Horng Yeh
Actions Semiconductor Co., Ltd.
No. 1 Ke Ji Si Road
Technology Innovation Coast of Hi-Tech Zone
Zhuhai, Guangdong, 519085
People’s Republic of China
To the Board of Directors of Actions Semiconductor:
I write to commend you for completing the recent Dutch auction tender offer, announced October 2, 2015. I write also to encourage you, once again, to implement the additional value creating initiatives outlined by Accretive Capital Partners in multiple open letters to you since May 2014.
Accretive Capital made its initial investment in Actions Semiconductor more than eight years ago and has worked hard to be a value-added partner to both the Company and fellow shareholders since that time. We grew to be the largest owners of the Company and have consistently urged the Board to fulfill its fiduciary duties to act in the Company’s best interests. For seven years, we have advocated more aggressive share repurchases by the Company via a Dutch auction tender offer and, indeed, introduced the Company to the investment advisors who ultimately executed the transaction. While Accretive and its affiliates now hold a smaller stake in the Company, we continue to expect management and the Board to fulfill their fiduciary duties and to do what is right on behalf of all shareholders going forward.
Repurchasing shares that trade at pennies on the dollar of net cash via this recent Dutch auction tender offer has significantly benefited all shareholders. By retiring 24% of the outstanding stock at $2.30/share, the Company’s per-share tangible book value increased from $3.14/share to $3.41/share, or by a very substantial 9%. In comparison to other historical "investments" made by the Actions Board on behalf of shareholders, this is by far among the most profitable. Each repurchased share has delivered an instantaneous 48% return on investment, as measured by the purchase price discount to tangible book value. The table below illustrates the favorable impact of this transaction:
October 9, 2015
Page 2
Just as per-share tangible book value significantly increases with this transaction, the 24% reduction in share-count amplifies the per-share operating results for Actions. It is now more critical than ever that the Company reins in its outrageous and disproportional research and development expenditures. The Company has stated publicly on every quarterly earnings conference call since the fourth quarter of 2014 that it projects to reduce R&D expense in 2015 to a level below that of 2014—which was an astounding $31.1 million (or 61.9% of 2014 revenue). Nevertheless, Actions has managed to once again outdo itself, spending $31.9 million on R&D (or 62.3% of revenue) for the trailing twelve months. Management and the Board are not fulfilling promises and are neglecting responsibilities entrusted to them by shareholders. This must be corrected immediately and the Company must follow-through with its commitments.
Accretive Capital Partners has worked hard to provide support and advice to management and the Board regarding these value-creating initiatives over the past seven years and, while we are pleased by this second tender offer, much remains to be done. We strongly urge the Board to continue taking meaningful positive action to enhance shareholder value at Actions Semiconductor. We remind you, once again, that you have a fiduciary duty to act in the Company’s best interests. That being said, ultimately your conscience must guide you to act honorably and with integrity as responsible stewards of shareholder capital.
ACCRETIVE CAPITAL MANAGEMENT, LLC
Regards,
Richard E. Fearon, Jr.
Managing Partner
About Accretive Capital Partners:
Accretive Capital Partners is an investment firm focused on value investing in small and micro-cap public companies where active partnership with management may help to build and unlock shareholder value.
October 9, 2015
Page 3
With inquiries please contact:
Accretive Capital Management, LLC
16 Wall Street, 2nd Floor
Madison, CT 06443
| email: |
info@accretivecapital.com |
| website: |
www.accretivecapital.com |
| phone: |
203.794.6360 |
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