Amended Statement of Beneficial Ownership (sc 13d/a)
August 07 2013 - 3:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CASCADE
MICROTECH, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
147322101
(CUSIP Number)
Becker Drapkin Management, L.P.
Attn: Steven R. Becker
500 Crescent Court, Suite 230
Dallas, Texas 75201
(214) 756-6016
with a copy to:
Taylor H. Wilson, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 5, 2013
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information
required on 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 (Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons
Becker Drapkin Management, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
x
(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)
AF
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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)
¨
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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
1,131,132
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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
1,131,132
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,132
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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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13.
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Percent of Class Represented by
Amount in Row (11)
7.8%
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14.
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Type of Reporting Person (See
Instructions)
IA, PN
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1.
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Names of Reporting Persons
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 (See Instructions)
(a)
x
(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)
¨
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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
986,168
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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
986,168
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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
986,168
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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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13.
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Percent of Class Represented by
Amount in Row (11)
6.8%
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14.
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Type of Reporting Person (See
Instructions)
PN
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1.
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Names of Reporting Persons
Becker Drapkin Partners, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
x
(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)
¨
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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
144,964
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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
144,964
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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
144,964
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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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13.
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Percent of Class Represented by
Amount in Row (11)
1.0%
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14.
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Type of Reporting Person (See
Instructions)
PN
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1.
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Names of Reporting Persons
BC Advisors, LLC
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
x
(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)
AF
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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)
¨
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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
1,131,132
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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
1,131,132
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,132
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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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13.
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Percent of Class Represented by
Amount in Row (11)
7.8%
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14.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names of Reporting Persons
Steven R. Becker
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
x
(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)
AF
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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)
¨
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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
1,131,132
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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
1,131,132
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,132
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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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13.
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Percent of Class Represented by
Amount in Row (11)
7.8%
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14.
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Type of Reporting Person (See
Instructions)
IN, HC
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1.
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Names of Reporting Persons
Matthew A. Drapkin
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
x
(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)
AF
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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)
¨
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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
1,131,132
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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
1,131,132
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,132
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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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13.
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Percent of Class Represented by
Amount in Row (11)
7.8%
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14.
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Type of Reporting Person (See
Instructions)
IN, HC
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This Amendment No. 1 to Schedule 13D (this
Amendment
) is filed
by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the common stock (the
Common Stock
) of Cascade Microtech, Inc., an Oregon corporation (the
Issuer
), previously filed by
the Reporting Persons with the Securities and Exchange Commission (the
Commission
) on October 5, 2012 (as amended, the
Schedule 13D
). This Amendment reflects changes to beneficial ownership as a result of
the acquisition of additional shares of Common Stock by the Reporting Persons. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the
Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or other Consideration
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons expended an aggregate of approximately $5,938,284.78 (including commissions) to acquire 1,131,132 shares of
Common Stock of the Issuer in various open market transactions. Funds used to acquire shares of Common Stock of the Issuer have come from general working capital of the Becker Drapkin Funds.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover
page(s) hereto.
Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be
construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
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(b)
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Number of shares as to which each Reporting Person has:
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(i)
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sole power to vote or to direct the vote:
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See Item 7 on the cover page(s) hereto.
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(ii)
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shared power to vote or to direct the vote:
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See Item 8 on the cover page(s) hereto.
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(iii)
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sole power to dispose or to direct the disposition of:
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See Item 9 on the cover page(s) hereto.
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(iv)
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shared power to dispose or to direct the disposition of:
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See Item 10 on the cover page(s) hereto.
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The Becker Drapkin Funds are the record and direct beneficial owners of the securities covered by this Schedule 13D.
Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose
or direct the disposition of) the shares owned by it (the Becker Drapkin QP Shares). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares.
Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares
owned by it (the Becker Drapkin, L.P. Shares, and together with the Becker Drapkin QP Shares, the Becker Drapkin Funds Shares). Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares.
As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and
the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management does not own any shares of Common Stock of the Issuer directly and disclaims beneficial ownership of the Becker Drapkin Funds Shares.
As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by BD Management. BCA does not own any shares of Common Stock of the Issuer directly and disclaims beneficial ownership of any shares of
Common Stock of the Issuer beneficially owned by BD Management.
As co-managing members of BCA, each of Mr. Becker and
Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by BCA. Neither of Messrs. Becker nor
Drapkin owns any shares of Common Stock of the Issuer directly, and each of Messrs. Becker and Drapkin disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by BCA.
As of the date hereof, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.
(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most
recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:
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Transaction Date
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Effecting
Person(s)
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Shares
Acquired
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Shares
Disposed
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Price
Per Share
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Description
of Transaction
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07/15/2013
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Becker Drapkin QP
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88
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$
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6.50
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(1)
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Open Market
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07/15/2013
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Becker Drapkin, L.P.
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12
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$
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6.50
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(1)
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Open Market
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08/02/2013
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Becker Drapkin QP
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44,636
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$
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7.418
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(1)
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Open Market
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08/02/2013
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Becker Drapkin, L.P.
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6,364
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$
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7.418
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(1)
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Open Market
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08/05/2013
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Becker Drapkin QP
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25,574
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$
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7.4888
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(1)
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Open Market
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08/05/2013
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Becker Drapkin, L.P.
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3,646
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$
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7.4888
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(1)
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Open Market
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08/06/2013
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Becker Drapkin QP
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1,838
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$
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7.50
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(1)
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Open Market
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08/06/2013
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Becker Drapkin, L.P.
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262
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$
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7.50
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(1)
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Open Market
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(1)
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Excluding commission of $0.04 per share.
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Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The following exhibits are filed as exhibits hereto:
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Exhibit
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Description of Exhibit
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24.1
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Power of Attorney (incorporated by reference to Exhibit 24.1 to the Amendment to Schedule 13D relating to the Common Stock of the Issuer filed on October 5, 2012 by the
Reporting Persons with the Commission)
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99.1
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Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Amendment to Schedule 13D relating to the Common Stock of the Issuer filed on October 5, 2012 by the
Reporting Persons with the Commission)
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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.
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Date: August 7, 2013
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BECKER DRAPKIN MANAGEMENT, L.P.
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By:
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BC Advisors, LLC
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Its:
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General Partner
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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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.
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Its:
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General Partner
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By:
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BC Advisors, LLC
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Its:
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General Partner
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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BECKER DRAPKIN PARTNERS, L.P.
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By:
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Becker Drapkin Management, L.P.
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Its:
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General Partner
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By:
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BC Advisors, LLC
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Its:
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General Partner
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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BC ADVISORS, LLC
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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STEVEN R. BECKER
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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MATTHEW A. DRAPKIN
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit
|
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Description of Exhibit
|
|
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24.1
|
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Power of Attorney (incorporated by reference to Exhibit 24.1 to the Amendment to Schedule 13D relating to the Common Stock of the issuer filed on October 5, 2012 by the
Reporting Persons with the Securities and Exchange Commission)
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99.1
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Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Amendment to Schedule 13D relating to the Common Stock of the issuer filed on October 5, 2012 by the
Reporting Persons with the Securities and Exchange Commission)
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