- Statement of Beneficial Ownership (SC 13D)
22 October 2008 - 1:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
NMS
Communications Corporation
(Name of Issuer)
Common Stock
(Title
of Class of Securities)
629248105
(CUSIP
Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 15, 2008
(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 Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box
þ
.
Note
. Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
Rule 13d-7 for other parties to whom copies are to be sent.
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1
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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 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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(Continued on following pages)
Page 1 of 6 pages
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CUSIP No.
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629248105
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13 D
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Page
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2
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of
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6
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1
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NAME OF REPORTING PERSON
Lloyd I. Miller, III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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PF-AF-OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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1,224,244
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,834,701
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,224,244
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,834,701
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,058,945
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.7%
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14
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TYPE OF REPORTING PERSON*
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IA-OO
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ORIGINAL REPORT ON SCHEDULE 13D
Item 1.
Security and Issuer
This statement relates to the Common Stock, par value $0.01 per share (the Shares) of NMS
Communications Corporation (the Company). The Company has its principal executive offices at 100
Crossing Boulevard, Framingham, Massachusetts 01702.
Item 2.
Identity and Background
This statement is filed by Lloyd I. Miller, III (Miller or the Reporting Person).
Millers principal business address is 4550 Gordon Drive, Naples, Florida 34102. Millers
principal occupation is investing assets held by or on behalf of his family. During the past five
years, Miller has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and has not been a party to civil proceedings of a judicial or administrative
body of competent jurisdiction as a result of which Miller 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. Miller is a
United States citizen.
Item 3.
Source and Amount of Funds or Other Considerations
Miller is the investment advisor to the trustee of Trust A-4 and Trust C (the Trusts). The
Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983
(the Trust Agreement). Pursuant to a Declaratory Judgment, signed by the Honorable Wayne F.
Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992,
Trust A was split into four separate trusts one of which was Trust A-4. All of the Shares
purchased by Trust A-4 were purchased by funds generated and held by Trust A-4. The aggregate
purchase price for the Shares in Trust A-4 was $1,617,219.05. All of the Shares purchased by Trust
C were purchased by funds generated and held by Trust C. The aggregate purchase price for the
Shares in Trust C was $33,659.80.
Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to
the Operating Agreement of Milfam LLC, dated as of December 10, 1996. Milfam LLC is the general
partner of Milfam II L.P., a Georgia limited partnership established pursuant to the Partnership
Agreement for Milfam II L.P., dated December 11, 1996. All of the Shares Miller is deemed to
beneficially own as the manager of the general partner of Milfam II L.P. were purchased with money
contributed to Milfam II L.P. by its partners, or money generated and held by Milfam II L.P. The
aggregate purchase price for the Shares in Milfam II L.P. was $1,044,832.28.
Item 4.
Purpose of the Transaction
The purpose of this Schedule 13D is to report that
Mr. Miller is reviewing his options to seek to enhance the Companys governance, oversight
and shareholder value, especially in view of the proposed asset sale by NMS.
Mr. Miller is considering the economics and
reported transaction costs of the proposed asset sale of the Communications Platforms business. Specifically, Mr. Miller questions the payment of more than $5.1 million in transaction costs, as well as other fees and expenses, in connection with a sale of assets at a sale price of approximately $28 million.
Mr. Miller believes that such transaction costs are disproportionate to the value realized by shareholders in the transaction.
Mr. Miller commends
the promotion of Mr. Joel Hughes to serve as CEO of the Company following the proposed sale, replacing the current CEO, Mr. Schechter. Mr. Miller believes that Mr. Hughes has demonstrated leadership in managing the LiveWire Mobile business,
which will be the Companys sole significant business following the proposed asset sale.
Mr. Miller questions
the reported intention of Mr. Schechter to remain on the board of directors as Chairman. Mr. Schechter will receive estimated severance payments in excess of $400,000 in connection with the closing of the asset sale; Mr. Miller believes that such severance payments are not appropriate and
should be waived in the event that Mr. Schechter seeks to remain with the Company in a leadership position
such as Chairman of the Board. Mr. Miller also believes that Mr. Schechter as Chairman and CEO holds the
Companys most senior executive position but failed to negotiate lower transaction costs in the proposed asset
sale for the benefit of shareholders.
Furthermore, in Mr.
Millers view, Mr. Schechters current position as Chairman and CEO is not an appropriate background to
qualify as a fully independent non-executive Chairman of the Board. Mr. Miller urges Mr. Schechter to
announce his intention to step down from the board of directors
upon closing of the proposed asset sale, to allow for a change in governance.
Except as described above in this Item 4 and herein, the Reporting Person does not
currently have any specific plans or proposals that relate to or would result in any of the
actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting
Person reserves the right to change plans and take any and all actions that the Reporting Person
may deem appropriate to maximize the value of his investments, including, among other things,
purchasing or otherwise acquiring additional securities of the Company, selling or otherwise
disposing of any securities of the Company beneficially owned by him, in each case in the open
market or in privately negotiated transactions or formulating other plans or proposals regarding
the Company or its securities to the extent deemed advisable by the Reporting Person in light of
his general investment policies, market conditions, subsequent developments affecting the Company
and the general business and future prospects of the Company. The Reporting Person may take any
other action with respect to the Company or any of the Companys debt or equity securities in any
manner permitted by applicable law.
Item 5.
Interest in Securities of the Issuer
(a) Miller may be deemed to beneficially own 3,058,945 Shares, (6.7% of the outstanding
Shares, based on 45,921,025 Shares outstanding pursuant to the Companys 10-Q filed on August 11,
2008). As of the date hereof, 1,726,121 of such beneficially owned Shares are owned of record by
Trust A-4; 108,580 of such beneficially owned Shares are owned of record by Trust C; and 1,224,244
of such beneficially owned Shares are owned of record by Milfam II L.P.
(b) Miller may be deemed to have shared voting and dispositive power
for all such shares held of record by Trust A-4 and Trust C. Miller
may be deemed to have sole voting and dispositive power for all such
shares held of record by Milfam II L.P.
(c) The following table details the transactions effected by Mr. Miller in the past 60 days.
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TRUST A-4
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Date of Transaction
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Number of Shares Purchased
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Price Per Share
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September 12, 2008
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7,600
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$
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0.58
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September 15, 2008
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18,300
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$
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0.58
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September 16, 2008
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7,274
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$
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0.58
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September 17, 2008
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16,826
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$
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0.57
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October 7, 2008
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55,322
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$
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0.31
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TRUST C
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Date of Transaction
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Number of Shares Purchased
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Price Per Share
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October 9, 2008
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11,161
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$
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0.31
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October 10, 2008
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38,839
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$
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0.31
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October 14, 2008
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9,774
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$
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0.31
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October 15, 2008
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14,880
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$
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0.31
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October 16, 2008
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27,611
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$
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0.31
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October 17, 2008
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4,715
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$
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0.31
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October 20, 2008
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1,600
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$
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0.31
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MILFAM II L.P.
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Date of Transaction
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Number of Shares Purchased
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Price Per Share
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October 8, 2008
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5,331
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$
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0.31
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October 9, 2008
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8,000
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$
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0.31
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October 10, 2008
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56,831
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$
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0.31
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October 13, 2008
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6,145
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$
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0.31
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(d) Persons other than Miller have the right to receive and the power to direct the receipt of
dividends from, or the proceeds from the sale of, the reported securities.
(e) Not Applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Not Applicable.
Item 7.
Materials to be Filed as Exhibits
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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.
Dated: October 21, 2008
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By:
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/s/ Lloyd I. Miller, III
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Lloyd I. Miller, III
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