Filing Details
- Accession Number:
- 0001140361-16-061846
- Form Type:
- 13D Filing
- Publication Date:
- 2016-04-22 15:56:59
- Filed By:
- Neuberger Berman Group Llc
- Company:
- Ultratech Inc (NASDAQ:UTEK)
- Filing Date:
- 2016-04-22
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Neuberger Berman Group | 200 | 2,034,319 | 200 | 2,038,099 | 2,038,299 | 7.68% |
| Neubeger Berman Fixed Income Holdings | 200 | 2,034,319 | 200 | 2,038,099 | 2,038,299 | 7.68% |
| Neuberger Berman Investment Advisers | 200 | 2,034,319 | 200 | 2,038,099 | 2,038,299 | 7.68% |
| Neuberger Berman | 200 | 525,124 | 200 | 525,124 | 525,324 | 1.98% |
| Benjamin Nahum | 100,000 | 0 | 100,000 | 0 | 100,000 | .37% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
3
)*
Ultratech Inc
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
904034105
(CUSIP
Number)
William Braverman ESQ,
Neuberger Berman Group LLC
605 Third Ave, 21st floor
New York,
NY
10159
Phone : 212-476-9035
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 21, 2016
(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.
x
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.
* The
remainder of this cover page shall be filled out for a reporting person’s
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.
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).
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Group LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO
AF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
200 | |||||
8 |
SHARED
VOTING POWER
| ||||
2,034,319 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
200 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2,038,099 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,038,299 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| x | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
7.68%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neubeger Berman Fixed Income Holdings LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO
AF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
200 | |||||
8 |
SHARED
VOTING POWER
| ||||
2,034,319 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
200 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2,038,099 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,038,299 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| x | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
7.68%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Investment Advisers LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO
AF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
200 | |||||
8 |
SHARED
VOTING POWER
| ||||
2,034,319 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
200 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2,038,099 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,038,299 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| x | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
7.68%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
200 | |||||
8 |
SHARED
VOTING POWER
| ||||
525,124 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
200 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
525,124 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
525,324 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| x | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
1.98%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA
BD | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Benjamin Nahum | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
100,000 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
100,000 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
100,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.37%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
Item 1. | Security and Issuer |
The class of equity securities to which this Amendment No. 3 on Schedule 13D relates is the common stock (the “Securities”) of Ultratech Inc., a Delaware corporation (the “Issuer”), having its principal place of business at 3050 Zanker Road, San Jose, California 95134. |
Item 2. | Identity and Background |
(a) | This statement is being filed by the following persons: Neuberger Berman Group LLC (“NB Group”), Neuberger Berman Fixed Income Holdings LLC (“NBFI Holdings”), Neuberger Berman Investment Advisers LLC (“NBIA”), Neuberger Berman LLC (“NB LLC”) and Benjamin Nahum (NB Group, NBFI Holdings, NBIA, NB LLC and Mr. Nahum, collectively the “Reporting Persons”). |
(b) | The business address for each of the Reporting Persons other than NBIA is 605 Third Avenue, New York, New York 10158. The principal place of business for NBIA is 190 LaSalle Street, Chicago, Illinois 60603. The business address for NBIA with respect to the matters relating to the Issuer and its Securities is 605 Third Avenue, New York, New York 10158. |
(c) | Each of NB Group, NBFI Holdings, NBIA and NB LLC is a Delaware limited liability company.
Mr. Nahum is a portfolio manager and managing director of NBIA and NB LLC. NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business. NBFI Holdings is a subsidiary of NB Group and the holding company of NBIA, and certain other subsidiaries engaged in the investment advisory business. NBIA, the parent company of NB LLC and NB Management (as defined below), is an investment adviser registered under the Investment Advisers Act of 1940 as amended (the “Advisers Act”). As a registered investment adviser (“RIA”), NBIA provides investment advisory services to institutions, endowments, employee benefit plans, foundations, private funds, offshore public funds (collectively, “Institutions”) and investment companies registered under the Investment Company Act of 1940, as amended (“Mutual Funds”). NB LLC, an indirect subsidiary of NB Group, is an RIA and a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As an RIA, NB LLC provides discretionary investment advisory services to private investors. As the result of a legal entity reorganization, effective January 1, 2016 (the “Reorganization”), NBIA succeeded to the investment advisory contracts relating to Mutual Funds that previously were entered into by Neuberger Berman Management LLC, a Delaware Limited Liability company (“NB Management”). NBIA LLC also succeeded to certain of NB LLC’s contracts with Institutions. Due to the Reorganization, for purposes of disclosure in the remainder of this Amendment all references to NB Management will be replaced with NBIA, unless the context otherwise requires. NBIA and NB LLC may be deemed to beneficially own the Securities in their various fiduciary capacities by virtue of the provisions of Exchange Act Rule 13d-3. Other than with respect to 200 shares of the Issuer held in a proprietary account of NB LLC, this report is not an admission that any of the Neuberger entities are the beneficial owner of the Securities and each of NB Group, NBFI Holdings, NBIA and NB LLC and certain affiliated persons disclaim beneficial ownership of the securities covered by this statement pursuant to Exchange Act Rule 13d-4. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below. Neuberger Berman Group LLC Directors Joseph Amato Robert D’Alelio Steven Kandarian George Walker Richard Worley Lawrence Zicklin Executive Officers George Walker, Chief Executive Officer Joseph Amato, President Heather Zuckerman, Executive Vice President, Secretary and Chief Administrative Officer Andrew Komaroff, Executive Vice President and Chief Operating Officer William Arnold, Executive Vice President and Chief Financial Officer Jacques Lilly, Executive Vice President and Head of Corporate Development Neuberger Berman Fixed Income Holdings LLC Andrew Komaroff, President and Chief Executive Officer Heather Zuckerman, Executive Vice President William Arnold, Executive Vice President and Chief Financial Officer James Dempsey, Senior Vice President and Treasurer Neuberger Berman Investment Advisers LLC Joseph Amato, President – Equities and Chief Investment Officer – Equities Robert Conti, President – Mutual Funds Bradley Tank, President – Fixed Income and Chief Investment Officer Robert Eason, Chief Operating Officer – Fixed Income and Managing Director Brian Kerrane, Chief Operating Officer – Mutual Funds and Managing Director Lawrence Kohn, Chief Operating Officer – Equities and Managing Director Brad Cetron, Managing Director and Chief Compliance Officer Chamaine Williams, Senior Vice President and Chief Compliance Officer – Mutual Funds James Dempsey, Chief Financial Officer, Treasurer and Senior Vice President Neuberger Berman LLC Joseph Amato, President, Chief Executive Officer and Chief Investment Officer – Equities Bradley Tank, Managing Director and Chief Investment Officer - Fixed Income Brad Cetron, Managing Director and Chief Compliance Officer James Dempsey, Chief Financial Officer, Senior Vice President and Treasurer |
(d) | None of the individuals referenced above has been convicted in a criminal proceeding in the past five years. |
(e) | None of the individuals referenced above has been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years. |
(f) | All of the individuals referenced above are citizens of the United States. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
NB Group, through its subsidiary registered investment advisers, NB Management, NBIA and NB LLC used an aggregate of approximately $26,054,531.02 of funds provided through the accounts of certain investment advisory clients to purchase the Securities reported as beneficially owned in Item 5. NB LLC used approximately $4300 of its own funds to acquire securities reported in Item 5 as beneficially owned by it, and for certain securities owned by it as a holder of record. Mr. Nahum used approximately $1,663,000.00 of personal funds to purchase the Securities reported as beneficially owned by him in Item 5. |
Item 4. |
Purpose
of Transaction
|
Through December 31, 2015, the Securities reported as beneficially owned in Item 5 were purchased in the ordinary course of business for investment purposes by NB LLC and NB Management, each in its capacity as an RIA on behalf of its respective investment advisory clients. As of January 1, 2016, NBIA made purchases for Mutual Funds and Institutions and NB LLC continued to make purchases for its private investor clients. NB LLC also purchased 200 shares for its own account. On August 4, 2015, NB Management, on behalf of certain of its affiliates and itself, sent a letter (the “First Letter”) to Arthur Zafiropoulo, the Issuer’s Chairman, Chief Executive Officer and President (copies of which were also sent to each of the Issuer’s directors) regarding the Issuer’s failure to create shareholder value, certain compensation practices with respect to the Issuer’s stock plans, significant dilution of shareholders and what appears to be a lack of alignment of the Issuer’s management with its shareholders. (A copy of the First Letter is attached to the previously filed Schedule 13D.) After the First Letter was sent, NB Management had a meeting with Mr. Zafiropoulo and Rick Timmins, the lead independent director of the Issuer. On September 28, 2015, NB Management sent another letter (the “Second Letter”) to Mr. Zafiropoulo reiterating its concerns and noting the lack of urgency by the Board in addressing the First Letter. (A copy of the Second Letter was attached to Amendment 1 to the Schedule 13D.) NBIA had a second meeting with Mr. Zafiropoulo in January 2016. In a press release disseminated on February 4, 2016, the Issuer announced its results for fiscal year 2015, and stated that it was in the process of identifying candidates to replace one or more members of or to augment its Board of Directors. On March 4, 2016, NBIA sent a letter to Mr. Zafiropoulo and Mr. Timmins (the “Third Letter”) stating its continued concerns regarding governance and the Board’s ability to address other matters the Issuer faces. (A copy of the Third Letter was attached to Amendment 2 to the Schedule 13D.) Moreover, in the Third Letter NBIA provided the names and biographies of two potential director candidates who, in its opinion, each has multiple qualifications that would strengthen the Issuer’s Board.
On April 21, 2016, the Reporting Persons submitted a nomination notice to the Issuer (“Nomination Notice”) nominating two individuals, Dr. Ronald Black and Ms. Beatriz V. Infante (the “Nominees”) (the biographies of whom are attached to the Third Letter) for election to the Issuer’s Board of Directors at the 2016 annual meeting of the stockholders of the Issuer (“Annual Meeting”). The Nomination Notice discloses the Reporting Person’s intent to solicit proxies from the stockholders of the Issuer to elect the Nominees. The foregoing description of the Nomination Notice is qualified in its entirety by reference to the full text of the Nomination Notice, a copy of which is attached hereto as Schedule 1. The Reporting Persons may communicate with other shareholders of the Issuer and may nominate additional candidates for election to the Issuer’s Board of Directors at the Annual Meeting in accordance with the terms of the Nomination Notice, or alternatively, withdraw the nomination of the Nominees. The Reporting Persons may take actions that would be deemed as having the purpose or effect of changing or influencing control of the Issuer. None of the Reporting Persons intends to seek control of the Issuer or to participate in the day-to-day management of the Issuer. Depending on future market conditions, NBIA and NB LLC, in their capacities as RIAs, may purchase additional Securities and sell Securities on behalf of their investment advisory clients; and, Mr. Nahum also may purchase additional Securities and sell Securities for his personal accounts. |
(a) | n/a |
(b) | n/a |
(c) | n/a |
(d) | See the description of the purpose of this transaction in this Item 4. |
(e) | n/a |
(f) | n/a |
(g) | n/a |
(h) | n/a |
(i) | n/a |
(j) | n/a |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The aggregate number of Securities to which this Schedule 13D relates is 2,038,299 shares, representing 7. 68% of the 26,522,276 common shares reported outstanding in the Issuer’s most recent Form 10-K as of January 29, 2016. The Reporting Persons beneficially own the Securities as follows:
Common Shares / Percentage of Common Shares Outstanding: NBIA 2,038,299/ 7.68% NB LLC 525,324 / 1.98% Mr. Nahum 100,000 / 0.37% Due to NB Group’s and NBFI Holdings’ indirect and direct ownership of NBIA and NB LLC, each of NB Group and NBFI Holdings is deemed to beneficially own the Securities beneficially owned by NBIA and NB LLC. Due to the Reorganization, NB Management no longer has beneficial ownership in any of the Securities. |
(b) | NBIA has been granted discretionary voting and dispositive power with respect to 2,034,319 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBIA shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NBIA LLC has been granted discretionary dispositive power, but not voting power, with respect to the remaining 3,780 of the Securities reported herein as beneficially owned by it. NBIA shares only dispositive power with the clients in whose accounts such Securities are held.
NB LLC has been granted discretionary voting and dispositive power with respect to 525,124 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities NB LLC shares voting and dispositive power with its clients in whose accounts the Securities are held. NB LLC has sole voting and dispositive power with respect to 200 of the Securities. Mr. Nahum has sole voting and dispositive power with respect to the 100,000 of the Securities reported herein as being beneficially owned by him. |
(c) | The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market. See Schedule 2. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(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
|
Nomination Notice, dated April 21, 2016, addressed to Bruce R. Wright, Senior Vice President, Chief Financial Officer and Secretary of the Issuer, is attached hereto as Schedule 1.
List of Trades transacted in the Issuer’s Securities in the past sixty days in response to Item 5.c is attached hereto as Schedule 2. |
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.
Neuberger Berman Group LLC | |||
April 22, 2016 | By: |
/s/
Joseph Amato | |
President | |||
Neuberger Berman Fixed Income Holdings LLC | |||
April 22, 2016 | By: |
/s/
Heather Zuckerman | |
Executive Vice President | |||
Neuberger Berman Investment Advisers LLC | |||
April 22, 2016 | By: |
/s/
Joseph Amato | |
President - Equities | |||
Neuberger Berman LLC | |||
April 22, 2016 | By: |
/s/
Joseph Amato | |
President & Cheif Executive Officer | |||
Benjamin Nahum | |||
April 22, 2016 | By: |
/s/
Benjamin Nahum | |
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)