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)
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)
December 3, 2014
(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)
1
|
NAME OF REPORTING PERSONS
Accretive Capital Partners, LLC |
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ] |
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ] |
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
ILLINOIS |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0- |
8
|
SHARED VOTING POWER
4,201,602
American Depositary Shares |
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
4,201,602 American Depositary Shares |
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,201,602 American
Depositary Shares |
12
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ] |
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
7.10 % |
14
|
TYPE OF REPORTING PERSON
OO |
1
|
NAME OF REPORTING PERSONS
Accretive Capital Management, LLC |
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ] |
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ] |
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
ILLINOIS |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
4,201,602
American Depositary Shares |
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
4,170,881 American Depositary Shares |
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,201,602 American
Depositary Shares |
12
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ] |
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
7.10 % |
14
|
TYPE OF REPORTING PERSON
OO, HC |
1
|
NAME OF REPORTING PERSONS
Richard E. Fearon, Jr. |
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ] |
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ] |
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
5,443,2541 |
8
|
SHARED VOTING POWER
-0-
|
9
|
SOLE DISPOSITIVE POWER
5,443,2541 |
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,443,2541
|
12
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ] |
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.20 % |
14
|
TYPE OF REPORTING PERSON
IN |
1 Includes 4,201,602 American Depositary Shares held directly by
Accretive Capital Partners, LLC, of which Accretive Capital Management, LLC is
the manager and Mr. Fearon is the managing member of Accretive Capital
Management, LLC.
The following constitutes the Schedule 13D filed by the
undersigned (the “Schedule 13D”).
| Item 1. |
Security and Issuer.
|
This
statement 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.
| Item 2. |
Identity and Background.
|
| |
(a) |
This statement is filed by: |
| |
|
|
|
| |
|
(i) |
Accretive Capital Partners, LLC, an Illinois limited
liability company (“ACP”), with respect to the Shares beneficially owned
by it; |
| |
|
|
|
| |
|
(ii) |
Accretive Capital Management, LLC, an Illinois limited
liability company (“ACM”), as the managing member of ACP, with respect to
the Shares beneficially owned by it; and |
| |
|
|
|
| |
|
(iii) |
Richard E. Fearon, Jr., individually and as the managing
member of ACM. |
Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
| |
(b) |
The address of the principal office
of each Reporting Person is c/o Accretive Capital Management, LLC, 16 Wall
Street, 2nd Floor, Madison, Connecticut 06443. |
| |
|
|
| |
(c) |
The principal business of ACP is serving as a private investment fund. The principal
business of ACM is serving as the managing member of ACP. The principal business
of Mr. Fearon is serving as the managing member of ACM. |
| |
|
|
| |
(d) |
No Reporting Person, has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
| |
|
|
| |
(e) |
No Reporting Person, has, during the last five years, been
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) |
Mr. Fearon is a United States citizen. |
| Item 3. |
Source and Amount of Funds or Other
Consideration. |
The
Shares purchased by ACP were purchased with working capital (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course
of business) in open market purchases. The aggregate purchase price of the
4,201,602 Shares owned beneficially by ACP is approximately $9,596,650,
including brokerage commissions.
The
Shares purchased by Mr. Fearon were purchased with personal funds in open market
purchases. The aggregate purchase price of the 1,241,652 Shares owned directly
by Mr. Fearon is approximately $2,968,973, including brokerage commissions.
| Item 4. |
Purpose of Transaction.
|
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief
that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other
investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase or sale of Shares
desirable, the Reporting Persons may endeavor to increase or decrease their
position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms
and at such times as the Reporting Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in
connection with completion of, or following, any of the actions discussed
herein:
On
September 26, 2014, the Issuer announced that it had accepted for purchase, via
a “Dutch auction” tender offer, 60,001,063 ordinary shares of the Issuer’s stock
(equivalent to 10,000,177 American Depositary Shares) for an aggregate cost of
approximately $25.0 million. The Board announced previously that it had
determined that a tender offer is a prudent use of available cash and an
effective means of providing value to the holders of Issuer’s securities.
Subsequent
to this announcement, the Reporting Persons have had conversations with Issuer’s
Chairman of the Board and expect to continue having such conversations with the
Board and management of the Issuer. During these constructive conversations, the
Reporting Persons made the following suggestions as to initiatives the Issuer
should pursue:
| • |
Authorize another Dutch Auction tender offer
for no less than $75 million; |
| • |
Retire all repurchased shares so that Issuer’s
shareholders realize the value of the tender offer; |
| • |
Include on the Issuer’s forthcoming proxy card
two Board nominees to be recommended by the Reporting Persons; |
| • |
Address internal control issues resulting from
conflicts of interest among certain Board members; |
| • |
Reduce Issuer’s disproportionate research and
development expenditure; and |
| • |
Sell Issuer immediately thereafter.
|
As
one of the largest shareholders and a shareholder of the Issuer for eight years,
the Reporting Persons expect to continue to discuss the Issuer’s allocation of
cash, nominees to its Board, and other matters related to the Issuer with
directors and officers of the Issuer, other shareholders and third parties.
These may include discussions regarding the Reporting Persons’ views on issues
relating to the strategic direction undertaken by the Issuer and other matters
of interest to stockholders generally.
The
Reporting Persons intend to review their investment in the Issuer on a
continuing basis. Depending on various factors including, without limitation,
the Issuer’s financial position and investment strategy, the price levels of the
Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as
they deem appropriate including, without limitation, continuing to engage in
communications with management and the Board, making recommendations or
proposals to the Issuer concerning changes to the capitalization, corporate
structure, ownership structure, board structure (including board composition) or
operations of the Issuer, seeking to meet with members of senior management
and/or members of the Board, communicating publicly or privately with other
stockholders or third parties to indicate their views on issues relating to the
strategic direction undertaken by the Issuer and other matters of interest to
stockholders generally, purchasing additional Shares, selling some or all of
their Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares, or changing their intention with respect to any and
all matters referred to in Item 4.
Such
suggestions or positions may relate to one or more of the transactions specified
in clauses (a) through (j) of Item 4 of Schedule 13D, including without
limitation: changes in the composition of the Issuer’s board of directors or
management, engaging in proxy contests, changes to the Issuer’s certificate of
incorporation or bylaws, initiating a tender offer to gain control of the
Issuer, restructuring the Issuer’s capitalization or dividend policy, the
acquisition or disposition of additional securities of the Issuer and the sale
of material assets or another extraordinary corporate transaction, including a
sale transaction.
| Item 5. |
Interest in Securities of the Issuer.
|
The
aggregate percentage of Shares reported owned by each person named herein is
based upon 59,162,364 Shares outstanding, as of September 26, 2014, which is the
total number of Shares expected to be outstanding as reported in the Issuer’s
Tender Offer Statement on Schedule TO (Amendment No. 3) filed with the
Securities and Exchange Commission on September 26, 2014.
| |
A. |
Each of ACP and ACM: |
| |
|
|
|
|
| |
|
(a) |
Amount beneficially owned: 4,201,602 |
| |
|
|
|
|
| |
|
|
Percentage: 7.10 % |
| |
|
|
|
|
| |
|
(b) |
1. |
Sole power to vote or direct vote: 0 |
| |
|
|
2. |
Shared power to vote or direct vote: 4,201,602 |
| |
|
|
3. |
Sole power to dispose or direct the disposition:
0 |
| |
|
|
4. |
Shared power to dispose or direct the disposition:
4,201,602 |
| |
|
|
|
|
| |
|
(c) |
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 |
| |
|
|
|
|
| |
B. |
Mr. Fearon: |
| |
|
|
|
|
| |
|
(a) |
Amount beneficially owned: 5,443,254 |
| |
|
|
|
|
| |
|
|
Percentage: 9.20 % |
| |
|
|
|
|
| |
|
(b) |
1. |
Sole power to vote or direct vote: 5,443,254 |
| |
|
|
2. |
Shared power to vote or direct vote: 0 |
| |
|
|
3. |
Sole power to dispose or direct the disposition:
5,443,254 |
| |
|
|
4. |
Shared power to dispose or direct the disposition:
0 |
| |
(c) |
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 |
An
aggregate of 5,443,254 Shares, constituting approximately 9.20 % of the Shares
outstanding, are reported in this Schedule 13D.
| |
(d) |
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. |
| |
|
|
| |
(e) |
Not applicable. |
| Item 6. |
The principal business of ACP is serving as a private
investment fund. The principal business of ACM is serving as the managing
member of ACP. The principal business of Mr. Fearon is serving as the
managing member of ACM. |
| |
|
| Item 7. |
Not applicable. |
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. December 3, 2014
| ACCRETIVE CAPITAL PARTNERS, LLC |
| By: |
Accretive Capital Management, LLC, its managing
member |
| |
|
| By: |
/s/
Richard E. Fearon, Jr. |
| Name: Richard E. Fearon, Jr. |
| Title: Managing Member |
| |
|
| ACCRETIVE CAPITAL MANAGEMENT, LLC |
| |
|
| /s/
Richard E. Fearon, Jr. |
| Name: Richard E. Fearon, Jr. |
| Title: Managing Member |
| |
|
| |
|
| /s/
Richard E. Fearon, Jr. |
| Richard E. Fearon, Jr. |
SCHEDULE A
Transactions in the Shares During the Past Sixty
Days
| Shares of Common Stock |
Price Per |
Date of |
| Purchased/(Sold) |
Share($) |
Purchase/(Sale)
|
| ACCRETIVE CAPITAL PARTNERS, LLC
|
| 8,000 |
$2.03 |
10/7/2014 |
| 7,900 |
$2.01 |
10/7/2014 |
| 3,400 |
$1.94 |
10/8/2014 |
| 9,500 |
$1.96 |
10/8/2014 |
| 400 |
$1.92 |
10/8/2014 |
| 2,200 |
$2.00 |
10/8/2014 |
| 5,700 |
$1.82 |
10/10/2014 |
| 9,500 |
$1.92 |
10/10/2014 |
| 900 |
$1.96 |
10/17/2014 |
| 800 |
$1.91 |
10/17/2014 |
| 7,500 |
$1.90 |
10/20/2014 |
| 7,500 |
$1.85 |
10/21/2014 |
| 100 |
$1.80 |
10/23/2014 |
| 7,400 |
$1.80 |
10/27/2014 |
| 100 |
$1.60 |
11/11/2014 |
| 500 |
$1.69 |
11/12/2014 |
| 5,500 |
$1.72 |
11/14/2014 |
| 1,500 |
$1.74 |
11/17/2014 |
| 200 |
$1.74 |
11/19/2014 |
| 660 |
$1.73 |
11/19/2014 |
| 5,100 |
$1.75 |
11/21/2014 |
| 6,500 |
$1.74 |
11/24/2014 |
| 7,500 |
$1.75 |
11/26/2014 |
| 5,500 |
$1.74 |
12/1/2014 |
| 5,900 |
$1.73 |
12/1/2014 |
| 100 |
$1.73 |
12/1/2014 |
| 4,500 |
$1.74 |
12/2/2014 |
| 104 |
$1.74 |
12/2/2014 |
| 200 |
$1.74 |
12/2/2014 |
| 200 |
$1.74 |
12/2/2014 |
| 185 |
$1.74 |
12/2/2014 |
| 85 |
$1.74 |
12/2/2014 |
| 32 |
$1.74 |
12/2/2014 |
| 15 |
$1.74 |
12/2/2014 |
| 200 |
$1.75 |
12/2/2014 |
| 9,800 |
$1.75 |
12/2/2014 |
| 300 |
$1.7499 |
12/2/2014 |
| 200 |
$1.75 |
12/2/2014 |
| 100 |
$1.75 |
12/2/2014 |
| 200 |
$1.75 |
12/2/2014 |
| 9,200 |
$1.75 |
12/2/2014 |
| 5,400 |
$1.73 |
12/2/2014 |
RICHARD E. FEARON, JR.
None
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