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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Synaptics Incorporated
(Name of Issuer)
common, 0.001000 par value per share
(Title of Class of Securities)
87157D109
(CUSIP Number)
Friday, December 30, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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CUSIP No. 87157D109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices |
Item 2. |
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(a) |
Name of Person Filing Raj Rajaratnam Galleon Advisors, L.L.C. Galleon Management, L.L.C. Galleon Management, L.P. Galleon Technology Partners II, L.P. Galleon Technology Offshore, LTD Galleon Captain's Partners, L.P. Galleon Captain's Offshore, LTD. Galleon Communications Partners, L.P. Galleon Communications Offshore, LTD |
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(b) |
Address
of Principal Business Office or, if none, Residence For
Galleon Management, L.P.: For each Reporting Person other than Galleon Management, L.P.: |
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(c) |
Citizenship
For Raj Rajaratnam: United States For Galleon Advisors, L.L.C.: Delaware For Galleon Management, L.L.C.: Delaware For Galleon Management, L.P.: Delaware For Galleon Technology Partners II, L.P.: Delaware For Galleon Technology Offshore, LTD: Bermuda For Galleon Captain's Partners, L.P.: Delaware For Galleon Captain's Offshore, LTD.: Bermuda For Galleon Communications Partners, L.P.: Delaware For Galleon Communications Offshore, LTD: Bermuda |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2 (b) or (c), Check Whether the Person Filing is a: | |
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Not applicable. |
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. For Raj Rajaratnam Galleon Management, L.L.C. and Galleon Management, L.P. |
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(a) |
Amount beneficially owned: 570,005.00 |
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(b) |
Percent of class: 2.3 % (Based upon 24,830,000 shares of common outstanding) |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 570,005.00 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 570,005.00 |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. For Galleon Advisors, L.L.C. |
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(a) |
Amount beneficially owned: 127,944.00 |
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(b) |
Percent of class: .5 % (Based upon 24,830,000 shares of common outstanding) |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 127,944.00 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 127,944.00 |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Galleon Technology Partners II, L.P. |
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(a) |
Amount beneficially owned: 39,994.00 |
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(b) |
Percent of class: .2 % (Based upon 24,830,000 shares of common outstanding) |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 39,994.00 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 39,994.00 |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Galleon Technology Offshore, LTD |
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(a) |
Amount beneficially owned: 160,006.00 |
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(b) |
Percent of class: .6 % (Based upon 24,830,000 shares of common outstanding) |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 160,006.00 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 160,006.00 |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Galleon Captain's Partners, L.P. |
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(a) |
Amount beneficially owned: 44,700.00 |
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(b) |
Percent of class: .2 % (Based upon 24,830,000 shares of common outstanding) |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 44,700.00 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 44,700.00 |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Galleon Captain's Offshore, LTD. |
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(a) |
Amount beneficially owned: 175,305.00 |
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(b) |
Percent of class: .7 % (Based upon 24,830,000 shares of common outstanding) |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 175,305.00 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 175,305.00 |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Galleon Communications Partners, L.P. |
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(a) |
Amount beneficially owned: 43,250.00 |
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(b) |
Percent of class: .2 % (Based upon 24,830,000 shares of common outstanding) |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 43,250.00 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 43,250.00 |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Galleon Communications Offshore, LTD |
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(a) |
Amount beneficially owned: 106,750.00 |
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(b) |
Percent of class: .4 % (Based upon 24,830,000 shares of common outstanding) |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 106,750.00 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 106,750.00 |
Pursuant
to the partnership agreement of Galleon Captains Partners, L.P.,
Galleon Healthcare Partners, L.P., Galleon Technology Partners II, L.P.,
Galleon Explorers Partners, L.P., and Galleon Communication Partners, L.P.,
Galleon Management, L.P. and Galleon Advisors, L.L.C. share all investment
and voting power with respect to the securities held by Galleon Captains
Partners, L.P., Galleon Healthcare Partners, L.P., Galleon Technology Partners,
L.P., Galleon Explorers Partners, L.P., and Galleon Communication Partners, L.P.,
and pursuant to an investment management agreement, Galleon Management,
L.P. has all investment and voting power with respect to the securities held
by Galleon Captains Offshore, Ltd., Galleon Healthcare Offshore, Ltd.,
Galleon Technology Offshore, Ltd., Galleon Communications Offshore, Ltd.,
Galleon Explorers Offshore, Ltd., Galleon Admirals Offshore, Ltd and Galleon
Buccaneers Offshore, Ltd. Raj Rajaratnam, as the managing member of Galleon
Management, L.L.C., controls Galleon Management, L.L.C., which, as the general
partner of Galleon Management, L.P., controls Galleon Management, L.P.
Raj Rajaratnam, as the managing member of Galleon Advisors, L.L.C., also
controls Galleon Advisors, L.L.C. The shares reported herein by Raj Rajaratnam,
Galleon Management, L.P., Galleon Management, L.L.C., and Galleon Advisors,
L.L.C. may be deemed beneficially owned as a result of the purchase of such
shares by Galleon Captains Partners, L.P., Galleon Captains Offshore, Ltd.,
Galleon Technology Partners II, L.P., Galleon Technology Offshore, Ltd.,
Galleon Healthcare Partners, L.P., Galleon Healthcare Offshore, Ltd.,
Galleon Explorers Partners, L.P., Galleon Explorers Offshore, Ltd., Galleon
Communication Partners, L.P., Galleon Communication Offshore, Ltd., Galleon
Admirals Offshore, Ltd and Galleon Buccaneers Offshore, Ltd., as the case
may be. Each of Raj Rajaratnam, Galleon Management, L.P., Galleon Management,
L.L.C., and Galleon Advisors, L.L.C. disclaims any beneficial ownership of the
shares reported herein, except to the extent of any pecuniary interest therein.
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Not Applicable
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable
Item 8.
Identification and Classification of Members of the Group
Not Applicable
Item 9.
Notice of Dissolution of Group
Not Applicable
Item 10.
Certification
Not Applicable
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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Tuesday, February 14, 2006 |
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Date |
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Raj Rajaratnam, for HIMSELF; |
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For GALLEON ADVISORS, L.L.C., as its Managing Member |
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For GALLEON MANAGEMENT, L.L.C., as its Managing Member; |
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For GALLEON MANAGEMENT, L.P., as the Managing Member of its General Partner, Galleon Management, L.L.C.; |
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For GALLEON TECHNOLOGY PARTNERS II, L.P., as the Managing Member of its General Partner, Galleon Advisors, L.L.C.; |
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For GALLEON TECHNOLOGY OFFSHORE, LTD., as the Managing Member of Galleon Management, L.L.C., which is the General Partner of Galleon Management, L.P., which in turn, is an Authorized Signatory; |
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For GALLEON CAPTAINS PARTNERS, L.P., as the Managing Member of its General Partner, Galleon Advisors, L.L.C.; |
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For GALLEON CAPTAINS OFFSHORE, LTD., as the Managing Member of Galleon Management, L.L.C., which is the General Partner of Galleon Management, L.P., which in turn, is an Authorized Signatory; |
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For GALLEON COMMUNICATION PARTNERS, L.P., as the Managing Member of its General Partner, Galleon Advisors, L.L.C.; |
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For GALLEON COMMUNICATION OFFSHORE, LTD., as the Managing Member of Galleon Management, L.L.C., which is the General Partner of Galleon Management, L.P., which in turn, is an Authorized Signatory; and |
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The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.in this statement is true, complete and correct.
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Raj Rajaratnam, for HIMSELF; |
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For GALLEON ADVISORS, L.L.C., as its Managing Member |
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For GALLEON MANAGEMENT, L.L.C., as its Managing Member; |
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For GALLEON MANAGEMENT, L.P., as the Managing Member of its General Partner, Galleon Management, L.L.C.; |
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For GALLEON TECHNOLOGY PARTNERS II, L.P., as the Managing Member of its General Partner, Galleon Advisors, L.L.C.; |
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For GALLEON TECHNOLOGY OFFSHORE, LTD., as the Managing Member of Galleon Management, L.L.C., which is the General Partner of Galleon Management, L.P., which in turn, is an Authorized Signatory; |
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For GALLEON CAPTAINS PARTNERS, L.P., as the Managing Member of its General Partner, Galleon Advisors, L.L.C.; |
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For GALLEON CAPTAINS OFFSHORE, LTD., as the Managing Member of Galleon Management, L.L.C., which is the General Partner of Galleon Management, L.P., which in turn, is an Authorized Signatory; |
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For GALLEON COMMUNICATION PARTNERS, L.P., as the Managing Member of its General Partner, Galleon Advisors, L.L.C.; |
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For GALLEON COMMUNICATION OFFSHORE, LTD., as the Managing Member of Galleon Management, L.L.C., which is the General Partner of Galleon Management, L.P., which in turn, is an Authorized Signatory; and |
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This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.