SC 13D 1 y41656sc13d.txt SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) MICROWAVE POWER DEVICES, INC. ------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE ------------------------------------------------------------------------- (Title of Class of Securities) 59517M103 ------------------------------------------------------------------------- (CUSIP Number) ALFRED WEBER MICROWAVE POWER DEVICES, INC. 49 WIRELESS BOULEVARD HAUPPAUGE, NEW YORK 11788-3935 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 12, 2000 ------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] 2

7 ITEM 1. SECURITY AND ISSUER. The name of the issuer is Microwave Power Devices, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 49 Wireless Boulevard, Hauppauge, New York 11788-3935. The telephone number of the principal executive offices of the Company is (631) 231-1400. The title of the class of equity securities to which this Schedule 13D ("Schedule 13D") relates is the common stock, par value $0.01 per share (the "Common Stock") of the Company (the "Shares"). ITEM 2. IDENTITY AND BACKGROUND. Charter Technologies Limited Liability Company Charter Technologies Limited Liability Company is a limited liability company organized in the state of Delaware. Its principal business is to invest in the equity ownership of the Company and certain other technology companies. The address of its principal business and principal office is c/o The Prentice-Hall Corporation System, Inc, 2711 Centreville Road, Suite 400, Wilmington Delaware 19808. George Sbordone, James Silver, Lee Leong and Alfred Weber

Charter Technologies Limited Liability Company, George Sbordone, James Silver, Lee Leong and Alfred Weber (collectively, the "Reporting Persons") each have not during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. 7 8 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Charter Technologies Limited Liability Company purchased its shares of Common Stock by expending amounts received through capital contributions from its members. Mr. George Sbordone has purchased his shares of Common Stock by expending amounts received from a loan from the Company and from his personal funds. Mr. Sbordone has pledged all of his shares of Common Stock to the Company to secure such indebtedness. Such indebtedness is payable upon sale of the Company. Messrs. Silver, Leong and Weber purchased their respective shares of Common Stock by expending amounts from their personal funds. ITEM 4. PURPOSE OF TRANSACTION. Responses to Item. 4(a)-(j) are set forth below: MERGER AGREEMENT On October 12, 2000, the Company, Ericsson MPD Acquisition Corp., a Delaware corporation ("Purchaser"), and Ericsson Inc., a Delaware corporation ("Parent") entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides, among other things, for the commencement of a cash tender offer (the "Offer") to acquire all outstanding shares of the Company's common stock, par value $.01 per share (the "Shares") for $8.70 per share (such award, or any greater amount per Share paid pursuant to the Offer, being the "Per Share Amount") by Purchaser and further provides that, as promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in the Merger Agreement, and in accordance with the relevant provisions of the General Corporation Law of the State of Delaware ("DGCL"), Purchaser will be merged with the Company (the "Merger"), with the Company continuing as the surviving corporation and as a direct wholly owned subsidiary of Parent. At the effective time of the Merger, all Shares not tendered in the Offer (other than Shares held in the treasury of the Company and Shares held by Parent, Purchaser or any direct or indirect wholly owned subsidiary of Parent or of the Company or shares held by stockholders, if any, who have properly exercised appraisal rights for such Shares in accordance with Section 262 of the DGCL) will be converted into the right to receive the Per Share Amount (subject to applicable withholding taxes), without interest. The foregoing discussion of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement filed with this Schedule 13D as Exhibit 1 and incorporated herein by reference. STOCKHOLDERS' AGREEMENT Parent and Purchaser have entered into a Stockholders' Agreement, dated as of October 12, 2000 (the "Stockholders" Agreement") with the Reporting Persons, pursuant to which, among other things, the Reporting Persons have agreed to (i) tender their Shares after commencement of the Offer (which Shares currently represent in the aggregate approximately 50.6% of the outstanding Shares on a fully diluted basis (after taking into account all Shares issuable upon conversion of shares of Company preferred stock or any other convertible securities or upon the exercise of any vested options, warrants or rights)), (ii) vote such Shares in favor of the Merger and (iii) grant Purchaser an option to purchase such Shares at the Per Share Amount upon terms and subject to the conditions set forth in the Stockholders' Agreement. The foregoing discussion of the Stockholders' Agreement is qualified in its entirety by reference to the Stockholders Agreement filed with this Schedule 13D as Exhibit 2 and incorporated herein by reference. 8 9 RELATED FILINGS On October 20, 2000, Purchaser, Parent and Telefonaktiebolaget LM Ericsson (Publ) filed, among other items, its Tender Offer Statement on Schedule TO ("Schedule TO") and the related Letter of Transmittal ("Letter of Transmittal") and Offer to Purchase ("Offer to Purchase") with the Securities and Exchange Commission relating to the Offer. A copy of the Offer to Purchase is filed as Exhibit 3 to this Schedule 13D. For a discussion concerning the possible effects of the Offer on the listing of the Common Stock on a national securities exchange and quotation in an inter-dealer quotation system of a registered national securities association and registration pursuant to the Securities Exchange Act of 1934, as amended, see section of the Offer to Purchase titled "Possible Effects of the Offer and Market for Shares, Margin Regulations and Exchange Act Registration" which section is incorporated herein by reference. On October 20, 2000, the Company filed its Solicitation/Recommendation Statement on Schedule 14D-9 ("Schedule 14D-9") and accompanying Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder ("Information Statement") with the Securities and Exchange Commission relating to the Offer. Copies of the Schedule 14D-9 and Information Statement are filed as Exhibits 4 and 5, respectively, to this Schedule 13D and each is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) Charter Technologies Limited Liability Company is the beneficial owner of 5,139,994 shares of Common Stock representing 48.00% of the total outstanding Common Stock. George Sbordone is the beneficial owner of 344,325 shares of Common Stock (of which 37,500 shares of Common Stock are issuable upon the exercise of fully vested options) representing 3.20% of the total outstanding Common Stock. James Silver is the beneficial owner of 206,250 shares of Common Stock (of which 18,750 shares of Common Stock are issuable upon the exercise of fully vested options) representing 1.92% of the total outstanding Common Stock. Alfred Weber is the beneficial owner of 135,100 shares of Common Stock (of which 100,000 shares of Common Stock are issuable upon the exercise of options which will vest within 60 days from the date hereof) representing 1.25% of the total outstanding Common Stock. Lee Leong is the beneficial owner of 75,681 shares of Common Stock (of which 7,500 shares of Common Stock are issuable upon the exercise of fully vested options) representing 0.71% of the total outstanding Common Stock. Each of the Reporting Persons has sole voting power with respect to each share of Common Stock respectively owned by each such person. Each of the Reporting Persons has the sole power to dispose of each share of Common Stock respectively owned by each such person. (c) None. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See information set forth in response to Item 3. to this Schedule 13D which information is incorporated herein by reference in response hereto. 9 10 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. Description 1. Agreement and Plan of Merger, dated October 12, 2000, among Parent, Purchaser and the Company (incorporated herein by reference to Exhibit 3. to the Schedule 14D-9 filed by the Company on October 20, 2000 with the Securities and Exchange Commission (the "Schedule 14D-9")). 2. Stockholders' Agreement, dated October 12, 2000, among the several stockholders of the Company that are parties thereto, Parent and Purchaser (incorporated herein by reference to Exhibit 4. to the Schedule 14D-9). 3. Offer to Purchase, dated October 20, 2000 (incorporated herein by reference to Exhibit 1. to the Schedule 14D-9). 4. Solicitation/Recommendation Statement on Schedule 14D-9 (incorporated herein by reference to Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on October 20, 2000 with the Securities and Exchange Commission). 5. Information Statement pursuant to Section 14f-1 of the Exchange Act, dated October 20, 2000 (incorporated herein by reference to Exhibit 5. to the Schedule 14D-9). 6. Joint Filing Agreement, dated October 24, 2000, by each of the Reporting Persons pursuant to Rule 13d-1(k)(1). 10 11 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. Dated: October 24, 2000 CHARTER TECHNOLOGIES LIMITED LIABILITY COMPANY By: /s/ A. Lawrence Fagan --------------------------------------------------------- Name: A. Lawrence Fagan Title: /s/ George Sbordone ------------------------------------------------------------- GEORGE SBORDONE /s/ James Silver -------------------------------------------------------------- JAMES SILVER /s/ Lee Leong -------------------------------------------------------------- LEE LEONG /s/ Alfred Weber -------------------------------------------------------------- ALFRED WEBER 11

MICROWAVE POWER DEVICES INC SC 13D