sc13gza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PDF SOLUTIONS, INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
693282 10 5
(CUSIP Number)
December 31, 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:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* 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).
Page 1 of 7 pages
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS:
Andre Hawit |
| | |
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
| |
(a) o |
| |
(b) þ See
footnote (1) |
| |
|
|
| 3 |
|
SEC USE ONLY: |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
| |
|
| |
United States Citizen |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER: |
| |
|
|
| NUMBER OF |
|
-0- |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER: |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,248,657 |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER: |
| REPORTING |
|
|
| PERSON |
|
-0- |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER: |
| |
|
|
| |
|
1,248,657 |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| |
|
| |
1,248,657 |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
| |
|
| |
4.7% based on a total of 26,433,727 shares of Issuer's Common Stock outstanding as of December 31, 2005 |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| |
|
| |
IN |
Page 2 of 7 pages
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS:
Rana Hawit |
| | |
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
| |
(a) o |
| |
(b) þ See
footnote (1) |
| |
|
|
| 3 |
|
SEC USE ONLY: |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
| |
|
| |
United States Citizen |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER: |
| |
|
|
| NUMBER OF |
|
-0- |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER: |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,248,657 |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER: |
| REPORTING |
|
|
| PERSON |
|
-0- |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER: |
| |
|
|
| |
|
1,248,657 |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| |
|
| |
1,248,657 |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
| |
|
| |
4.7% based on a total of 26,433,727 shares of Issuer's Common Stock outstanding as of December 31, 2005 |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| |
|
| |
IN |
Page 3 of 7 pages
Item 1.
|
|
|
| (a) Name of Issuer |
|
PDF SOLUTIONS, INC.
|
|
|
|
| (b) Address of Issuer’s Principal Executive Offices |
|
333 West San Carlos Street, Suite 700, San Jose, CA 95110
|
Item 2.
| |
|
|
(a) Name of Person Filing
|
|
Andre and Rana Hawit |
|
|
|
|
|
|
| (b) Address of Principal Business Office or, if none, Residence |
|
333 West San Carlos Street, Suite 700, San Jose, CA 95110
|
| |
|
|
(c) Citizenship
|
|
United States |
|
|
|
| |
|
|
(d) Title of Class Securities
|
|
Common Stock, par value $0.00015 per share |
|
|
|
| |
|
|
(e) CUSIP Number
|
|
693282 10 5 |
|
|
|
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| |
|
|
|
|
(a)
|
|
o
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b)
|
|
o
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c)
|
|
o
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d)
|
|
o
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e)
|
|
o
|
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f)
|
|
o
|
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g)
|
|
o
|
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h)
|
|
o
|
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
(i)
|
|
o
|
|
A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
Page 4 of 7 pages
| |
|
|
|
|
(j)
|
|
o
|
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
| |
|
|
(a) Amount beneficially owned: |
|
1,248,657 |
|
|
| |
|
|
(b) Percent of class: |
|
4.7% |
|
|
(c) Number of shares as to which the person has:
|
|
|
| (i) Sole power to vote or to direct the vote |
|
-0-
|
|
|
|
| (ii) Shared power to vote or to direct the vote |
|
1,248,657
|
|
|
|
| (iii) Sole power to dispose or to direct the disposition of |
|
-0-
|
|
|
|
| (iv) Shared power to dispose or to direct the disposition of |
|
1,248,657
|
Instruction. For computations regarding securities which represent a right
to acquire an underlying security see §240.13d-3(d)(1).
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 x.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to
this item and, if such interest relates
to more than five percent of the class, such person should be identified. A listing of the
shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment
fund is not required.
|
|
|
| Item 7. |
|
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the
Parent Holding Company |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so
indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item
3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this
schedule pursuant to §240.13d-1(c)
or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of
the group, in their individual
capacity. See Item 5.
Page 5 of 7 pages
Item 10. Certification
(a) The following certification shall be included if the statement is filed pursuant to
§240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to
above were acquired and are held in the ordinary course of business and were not acquired and
are
not held for the purpose of or with the effect of changing or influencing the control of the
issuer of
the securities and were not acquired and are not held in connection with or as a participant
in any
transaction having that purpose or effect.
(b) The following certification shall be included if the statement is filed pursuant to
§240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to
above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held
in
connection with or as a participant in any transaction having that purpose or effect.
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.
| |
|
|
February 14, 2006
|
|
February 14, 2006 |
|
|
|
Date
|
|
Date |
|
|
|
/s/
Rana Hawit
|
|
/s/ Andre Hawit |
|
|
|
Signature
|
|
Signature |
|
|
|
Rana Hawit
|
|
Andre Hawit, Vice President Software Development |
|
|
|
Name/Title
|
|
Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed
or his authorized representative.
If the statement is signed on behalf of a person by his authorized representative other than an
executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person
shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the
Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
(1) Andre Hawit and Rana Hawit are husband and wife.
Page 6 of 7 pages
Exhibit Index
|
|
|
| Exhibit A. |
|
Joint Filing Agreement dated February 14, 2006 by and between Andre
Hawit and Rana Hawit |
Exhibit A
Joint Filing Agreement
The
undersigned hereby agree that the statement on Schedule 13G
(Amendment No. 2) dated February 14, 2006 with respect to the Common Stock of PDF Solutions, Inc. and any amendments thereto is
signed by each of the undersigned and shall be 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.
This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to
be an original and all of which shall constitute one and the same instrument.
| |
|
|
|
|
| |
|
|
| Dated: February 14, 2006 |
BY: |
|
/s/ ANDRE HAWIT
|
|
| |
|
|
ANDRE HAWIT |
|
| |
|
|
| |
| |
|
|
| Dated: February 14, 2006 |
BY: |
|
/s/ RANA HAWIT
|
|
| |
|
|
RANA HAWIT |
|
| |
|
|
| |
Page 7 of 7 pages