UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Integrated Device Technology, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
458118106
(CUSIP Number)
Michael C. Neus
Perry Corp.
767 Fifth Avenue
New York, NY 10153
(212) 583-4000
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 30, 2005
(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), 3d-1(f), or 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 Rule 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 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).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Perry Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
5,950,000
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,950,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,950,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.52%
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14 TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Richard C. Perry
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,950,000 (all shares beneficially owned by Perry Corp.)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,950,000 (all shares beneficially owned by Perry Corp.)
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,950,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.52%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN, HC
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER:
This statement on Schedule 13D relates to shares of common stock, $0.001
par value per share of Integrated Device Technology, Inc., a Delaware
corporation (the "Issuer") acquired by private investment funds managed by Perry
Corp. (the "Shares"). The principal executive offices of the Issuer are located
at 2975 Stender Way, San Jose, California, 95054.
ITEM 2. IDENTITY AND BACKGROUND:
This statement on Schedule 13D is filed on behalf of Perry Corp., a New
York corporation, and Richard C. Perry, an American citizen. Perry Corp. is a
registered investment adviser that provides asset management services to private
investment funds. Richard C. Perry is the President, sole director, and sole
stockholder of Perry Corp. The address of Perry Corp. and Richard C. Perry is
767 Fifth Avenue, New York, NY 10153. A joint filing agreement of Perry Corp.
and Richard C. Perry is attached hereto as Exhibit A.
The names, citizenship, business addresses and principal occupations of
each of the directors and executive officers of Perry Corp. (other than Richard
C. Perry) are set forth in Schedule A, which is incorporated herein by
reference.
During the last five years, neither Perry Corp., Richard C. Perry, nor any
of the persons listed in Schedule A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The Shares were acquired by two or more private investment funds for which
Perry Corp. acts as a general partner and/or investment adviser. The source of
funds for the purchase transactions was the working capital of such investment
funds. The total purchase price for the Shares was $64,559,734.
ITEM 4. PURPOSE OF TRANSACTION:
The Shares were acquired in the ordinary course of business by two or more
private investment funds managed by Perry Corp. The transactions were open
market transactions. This Schedule 13D is being filed as a result of the
reporting person acquiring 5% of the aggregate issued and outstanding shares of
common stock of the Issuer on the Event Date. There has been an announcement of
a proposal by parties unrelated to Perry Corp. to change the composition of the
Board of Directors of the Issuer. Although this potential contest for control of
the Issuer involves parties unrelated to Perry Corp., as a result of that
announcement Perry Corp. could be deemed, as of the Event Date, to hold the
Shares with the effect of changing or influencing control of the Issuer. Perry
Corp. reviews its holdings of the Issuer on an ongoing basis. Depending on such
review, and subject to the conditions below, Perry Corp. may make additional
purchases or sales of the Shares in the future. As the primary goal of Perry
Corp. is to maximize the value of this investment, additional transactions will
depend on various factors, including, without limitation, the price of the
Shares, stock market conditions, and business prospects of the Issuer. Except as
otherwise described herein, none of Perry Corp., Richard C. Perry or the persons
listed on Schedule A have any current plans or proposals which relate to or
would result in any of the transactions or changes contemplated in Items 4(a)
through 4(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a)-(b) Perry Corp. is the indirect beneficial owner of 5,950,000 Shares,
which constitutes approximately 5.52% of the Issuer's outstanding shares. Perry
Corp. has sole power to vote and sole power to dispose of the 5,950,000 Shares.
By virtue of his position as President and sole stockholder of Perry Corp.,
Richard C. Perry may be considered to indirectly beneficially own such Shares.
(c) See Exhibit B attached hereto. The transactions set forth on Exhibit B
were made by private investment funds for which Perry Corp. acts as a general
partner and/or investment adviser within the past 60 days.
(d) The limited partners of (or investors in) each of two or more private
investment funds for which Perry Corp. acts as general partner and/or investment
adviser have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the accounts of their respective
funds in accordance with their respective limited partnership interests (or
investment percentages) in their respective funds.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER:
Except for the arrangements described in Item 5(d) above, to the best
knowledge of Perry Corp., there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between the persons enumerated in Item 2
and any other person with respect to any securities of the Issuer, including but
not limited to, transfer or voting of any of the Shares, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A -- Agreement between Perry Corp. and Richard C. Perry to file
this statement jointly on behalf of each of them.
Exhibit B -- List of transactions in Issuer's common stock taking place
during the 60 day period preceding this filing.
Schedule A -- Executive Officers and Directors of Perry Corp. (other than
Richard C. Perry).
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.
PERRY CORP.
Dated: September 8, 2005
New York, New York By: /s/ Richard C. Perry
----------------------------
Name: Richard C. Perry
Title: President
Dated: September 8, 2005
New York, New York /s/ Richard C. Perry
----------------------------
Richard C. Perry
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of Integrated Device Technology, Inc.,
and hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934. 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 other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
PERRY CORP.
Dated: September 8, 2005
New York, New York By: /s/ Richard C. Perry
--------------------------
Name: Richard C. Perry
Title: President
Dated: September 8, 2005
New York, New York /s/ Richard C. Perry
-------------------------------
Richard C. Perry
EXHIBIT B
List of Transactions
Trade Date Transaction Quantity Price
-------------------------------------------------------------------------
7/13/2005 BUY 500,000 $10.3216
7/18/2005 BUY 98,000 $10.2140
7/19/2005 BUY 102,000 $10.2230
7/20/2005 BUY 165,000 $10.2438
7/21/2005 BUY 135,000 $10.5493
7/22/2005 BUY 300,000 $10.6361
7/25/2005 BUY 300,000 $10.8338
7/26/2005 BUY 400,000 $10.9311
7/27/2005 BUY 100,000 $10.6002
7/27/2005 BUY 18,200 $11.1046
7/28/2005 BUY 100,000 $11.5035
8/1/2005 BUY 200,000 $11.6122
8/3/2005 BUY 300,000 $11.5602
8/4/2005 BUY 100,000 $11.3250
8/4/2005 BUY 150,000 $11.2560
8/5/2005 BUY 131,800 $11.1353
8/9/2005 BUY 100,000 $11.1700
8/10/2005 BUY 200,000 $11.2436
8/10/2005 BUY 100,000 $11.0460
8/11/2005 BUY 95,900 $10.9651
8/11/2005 BUY 20,000 $10.8700
8/12/2005 BUY 200,000 $10.8540
8/15/2005 BUY 100,000 $10.7918
8/16/2005 BUY 50,000 $10.7030
8/18/2005 BUY 300,000 $10.7135
8/19/2005 BUY 100,000 $10.5935
8/22/2005 BUY 134,100 $10.6806
8/23/2005 BUY 200,000 $10.7461
8/24/2005 BUY 100,000 $10.6881
8/25/2005 BUY 200,000 $10.7243
8/25/2005 BUY 50,000 $10.6900
8/26/2005 BUY 100,000 $10.5810
8/26/2005 BUY 50,000 $10.5741
8/29/2005 BUY 150,000 $10.5750
8/30/2005 BUY 300,000 $10.5424
9/01/2005 BUY 100,000 $10.7088
9/02/2005 BUY 50,000 $10.7129
9/07/2005 BUY 50,000 $10.9311
9/08/2005 BUY 100,000 $10.7912
SCHEDULE A
Executive Officers of Perry Corp. (other than Richard C. Perry)
Name & Principal Occupation Citizenship Business Address
--------------------------- ----------- ---------------
Randall Borkenstein, USA c/o Perry Corp.
Chief Financial Officer of Perry Corp. 767 Fifth Avenue
19th Floor
New York, NY 10153