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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sigmatel (MM) | NASDAQ:SGTL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.98 | 0 | 01:00:00 |
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Number: 3235-0145
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|
|
SIGMATEL,
INC.
|
(Name
of Issuer)
|
Common
Stock, $0.0001 par value
|
(Title
of Class of Securities)
|
82661W107
|
(CUSIP
Number)
|
Lampe,
Conway & Co., LLC
680
Fifth Avenue – 12th Floor
New
York, New York 10019-5429
Tel:
(212) 581-8989
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
|
October
25, 2007
|
(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 ss.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.
|
* 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).
|
CUSIP
No.
|
82661W107
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
LC
Capital Master Fund, Ltd.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
|
[_]
|
||
(b)
|
[X]
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS*
|
|
WC
and/or AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Cayman
Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
3,371,468
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
3,371,468
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
3,371,468
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES*
|
|||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.41%
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
CO
|
CUSIP
No.
|
82661W107
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Lampe,
Conway & Co., LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
|
[_]
|
||
(b)
|
[X]
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS*
|
|
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
3,684,285
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
|
3,684,285
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
3,684,285
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES*
|
|||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
10.28%
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
IA,
OO
|
||
CUSIP
No.
|
82661W107
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Steven
G. Lampe
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
|
[_]
|
||
(b)
|
[X]
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS*
|
|
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
3,684,285
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
3,684,285
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
3,684,285
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES*
|
|||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
10.28%
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
IN
|
||
CUSIP
No.
|
82661W107
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Richard
F. Conway
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
|
[_]
|
||
(b)
|
[X]
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS*
|
|
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
3,684,285
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
3,684,285
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
3,684,285
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES*
|
|||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
10.28%
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
IN
|
||
CUSIP
No.
|
82661W107
|
||
Item
1.
|
Security
and Issuer.
|
This
statement on Schedule 13D relates to the shares of common stock,
$0.0001
par value (the “Common Stock”) of Sigmatel, Inc., a Delaware corporation
(the “Issuer”), and is being filed pursuant to Rule 13d-1 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The principal executive offices of the Issuer are located at 1601
S. MoPac
Expressway, Suite 100, Austin, Texas 78746.
|
||
Item
2.
|
Identity
and Background.
|
(a)
|
This
Schedule 13D is being filed by Lampe, Conway & Co., LLC (“LC&C”),
the investment manager of LC Capital Master Fund, Ltd. (the “Master
Fund”), the Master Fund, Steven G. Lampe (“Lampe”), a managing member of
LC&C, and Richard F. Conway (“Conway”), a managing member of LC&C
(LC&C, the Master Fund, Lampe and Conway, collectively the “Reporting
Persons”).
|
|
(b)
|
The
principal business address for each of LC&C, Lampe and Conway
is:
680
Fifth Avenue – 12th Floor
New
York, New York 10019-5429
The
principal business address for the Master Fund is:
c/o
Trident Fund Services (B.V.I.) Limited
P.O.
Box 146
Waterfront
Drive
Wickhams
Cay
Road
Town, Tortola
British
Virgin Islands
|
|
(c)
|
The
principal business of the Master Fund is investing in securities.
The
principal business of LC&C is providing investment advice. The
principal occupation of Lampe and Conway is investment management.
Information with respect to the executive officers and directors
of the
Master Fund is attached as Annex A to this Schedule 13D.
|
|
LC&C
acts as investment manager to the Master Fund pursuant to certain
investment management agreements. Because LC&C shares
voting and dispositive power over the shares of Common Stock by virtue
of
the aforementioned investment agreements, LC&C may be deemed to have a
beneficial interest in the shares of Common Stock. LC&C
disclaims beneficial ownership of the shares of Common Stock except
to the
extent of its pecuniary interest, if any, therein.
|
||
Lampe
and Conway act as the managing members of LC&C and, as a result, each
of Lampe and Conway may be deemed to control such entity. Accordingly,
each of Lampe and Conway may be deemed to have a beneficial interest
in
the shares of Common Stock by virtue of LC&C’s indirect control of the
Master Fund and LC&C’s power to vote and/or dispose of the shares of
Common Stock. Each of Lampe and Conway disclaims beneficial ownership
of
the shares of Common Stock except to the extent of his respective
pecuniary interest, if any, therein.
|
||
(d),
(e)
|
None
of the Reporting Persons has, during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors) or (ii) 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 violations
with respect to such laws.
|
|
(f)
|
The
citizenship of each Reporting Person is as follows:
The
Master Fund: Cayman Islands corporation;
LC&C:
Delaware limited liability company;
Lampe:
United States citizen; and
Conway:
United States citizen.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
Item
4.
|
Purpose
of Transaction.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
|
(a),
(b)
|
As
of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 3,371,468 shares of Common Stock, representing 9.41% of
the
Common Stock outstanding and deemed to be outstanding based upon
the
Issuer’s quarterly report on Form 10-Q for the quarterly period ended June
30, 2007.
|
|
The
Master Fund has the sole power to vote or direct the vote of 0 shares
of
Common Stock; has the shared power to vote or direct the vote of
3,371,468
shares of Common Stock; has sole power to dispose or direct the
disposition of 0 shares of Common Stock; and has shared power to
dispose
or direct the disposition of 3,371,468 shares of Common
Stock.
|
||
The
Master Fund specifically disclaims beneficial ownership in the shares
of
Common Stock reported herein except to the extent of its pecuniary
interest therein.
|
||
As
of the date hereof, LC&C may be deemed to be the beneficial owner of
3,684,285 shares of Common Stock, representing 10.28% of the Common
Stock
outstanding and deemed to be outstanding based upon the Issuer’s quarterly
report on Form 10-Q for the quarterly period ended June 30,
2007.
|
||
LC&C
has the sole power to vote or direct the vote of 0 shares of Common
Stock;
has the shared power to vote or direct the vote of 3,684,285 shares
of
Common Stock; has sole power to dispose or direct the disposition
of 0
shares of Common Stock; and has shared power to dispose or direct
the
disposition of 3,684,285 shares of Common Stock.
|
||
LC&C
specifically disclaims beneficial ownership in the shares of Common
Stock
reported herein except to the extent of its pecuniary interest therein,
if
any.
|
||
As
of the date hereof, Lampe may be deemed to be the beneficial owner
of
3,684,285 shares of Common Stock, representing 10.28% of the Common
Stock
outstanding and deemed to be outstanding based upon the Issuer’s quarterly
report on Form 10-Q for the quarterly period ended June 30,
2007.
|
||
Lampe
has the sole power to vote or direct the vote of 0 shares of Common
Stock;
has the shared power to vote or direct the vote of 3,684,285 shares
of
Common Stock; has sole power to dispose or direct the disposition
of 0
shares of Common Stock; and has shared power to dispose or direct
the
disposition of 3,684,285 shares of Common Stock.
|
||
Lampe
specifically disclaims beneficial ownership in the shares of Common
Stock
reported herein except to the extent of his pecuniary interest therein,
if
any.
|
||
As
of the date hereof, Conway may be deemed to be the beneficial owner
of
3,684,285 shares of Common Stock, representing 10.28% of the Common
Stock
outstanding and deemed to be outstanding based upon the Issuer’s quarterly
report on Form 10-Q for the quarterly period ended June 30,
2007.
|
||
Conway
has the sole power to vote or direct the vote of 0 shares of Common
Stock;
has the shared power to vote or direct the vote of 3,684,285 shares
of
Common Stock; has sole power to dispose or direct the disposition
of 0
shares of Common Stock; and has shared power to dispose or direct
the
disposition of 3,684,285 shares of Common Stock.
|
||
Conway
specifically disclaims beneficial ownership in the shares of Common
Stock
reported herein except to the extent of his pecuniary interest therein,
if
any.
|
||
(c)
|
For
information regarding any transactions in the Common Stock effected
by the
Reporting Persons during the past 60 days, please see Annex B attached
hereto. All such transactions were open-market
transactions.
|
|
(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 reported in this Schedule
13D.
|
|
(e)
|
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
to
Securities of the Issuer.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
1.
|
Joint
Filing Agreement, by and among the Reporting Persons, dated October
29,
2007
|
|
LC
CAPITAL MASTER FUND, LTD.
By:
/s/ Richard F.
Conway
Name:
Richard F. Conway
Title:
Director
|
|
LAMPE,
CONWAY & CO., LLC
By:
/s/ Richard F.
Conway
Name:
Richard F. Conway
Title:
Managing Member
|
|
By:
/s/ Steven G.
Lampe
Name:
Steven G. Lampe
|
|
By:
/s/ Richard F. Conway
Name:
Richard F. Conway
|
Richard
F. Conway
c/o
Lampe, Conway & Co., LLC
680
Fifth Avenue – 12th Floor
New
York, New York 10019-5429
|
Director
|
Don
Seymour
dms
Management Limited
Cayman
Financial Centre
2nd
Floor
Dr.
Roy’s Drive
George
Town, Grand Cayman
Cayman
Islands
|
Director
|
Peter
Young
Rothstein
Kass & Co.
27
Hospital Road
George
Town, Grand Cayman
Cayman
Islands
|
Director
|
Trade
Date
|
No.
of Shares Purchased/(Sold)
|
Price
per Share ($)
|
2007-09-04
|
22,000
|
2.69
|
2007-09-05
|
75,000
|
2.74
|
2007-09-10
|
7,555
|
2.69
|
2007-09-11
|
23,578
|
2.68
|
2007-09-17
|
70,000
|
2.59
|
2007-09-18
|
3,724
|
2.59
|
2007-09-28
|
3,900
|
2.56
|
2007-10-02
|
32,600
|
2.75
|
2007-10-03
|
40,000
|
2.83
|
2007-10-04
|
6,800
|
2.86
|
2007-10-25
|
(26,100)
|
2.87
|
2007-10-25
|
(10,000)
|
2.85
|
2007-10-25
|
1,820,000
|
2.85
|
LC
CAPITAL MASTER FUND, LTD.
By:
/s/ Richard F.
Conway
Name:
Richard F. Conway
Title:
Director
|
|
LAMPE,
CONWAY & CO., LLC
By:
/s/ Richard F.
Conway
Name:
Richard F. Conway
Title:
Managing Member
|
|
By:
/s/ Steven G.
Lampe
Name:
Steven G. Lampe
|
|
By:
/s/ Richard F. Conway
Name:
Richard F. Conway
|
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