CHAPMAN CAPITAL FSII SC 13D 03-30-2007
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Common
Stock, No Par Value
|
(Title
of Class of Securities)
|
Robert
L. Chapman, Jr.
|
Chapman
Capital L.L.C.
|
222
N. Sepulveda Blvd.
|
El
Segundo, CA 90245
|
(310)
662-1900
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
|
March
21, 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 which 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 ¨.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the Schedule, including all exhibits. See
Rule
13d-7(b) 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,
as amended (“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).
SCHEDULE
13D
CUSIP
No. 302633102
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
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|
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Chap-Cap
Activist Partners Master Fund, Ltd. - 98-0486684
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
instructions)
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|
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(a) x
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|
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(b) ¨
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3
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SEC
USE ONLY
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4
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|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
|
|
¨
|
|
|
Not
Applicable
|
|
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
|
|
Cayman
Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
|
0
|
8 SHARED
VOTING POWER
|
|
1,069,478
Common
Shares
|
9 SOLE
DISPOSITIVE POWER
|
|
1,069,478
Common
Shares
|
10 SHARED
DISPOSITIVE POWER
|
|
0
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,069,478
Common
Shares
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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3.5%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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SCHEDULE
13D
CUSIP
No. 302633102
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|
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
|
Chap-Cap
Partners II Master Fund, Ltd. -
98-0486687
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2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
|
|
|
|
(a) x
|
|
|
|
|
(b) ¨
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|
|
3
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SEC
USE ONLY
|
|
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|
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4
|
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
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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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|
Not
Applicable
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|
6
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|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
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|
Cayman
Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
_______________
|
7 SOLE
VOTING POWER
|
|
0
|
8 SHARED
VOTING POWER
|
|
918,920
Common Shares
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9 SOLE
DISPOSITIVE POWER
|
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918,920
Common Shares
|
10 SHARED
DISPOSITIVE POWER
|
|
0
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
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918,920
Common Shares
|
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
¨
|
|
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|
|
|
13
|
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
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3.0%
|
|
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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SCHEDULE
13D
CUSIP
No. 302633102
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
|
Chapman
Capital L.L.C. - 52-1961967
|
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2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
|
|
|
|
(a) x
|
|
|
|
|
(b) ¨
|
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
|
|
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|
4
|
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
|
|
¨
|
|
|
Not
Applicable
|
|
|
6
|
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
_______________
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7 SOLE
VOTING POWER
|
|
0
|
8 SHARED
VOTING POWER
|
|
1,988,398
Common Shares
|
9 SOLE
DISPOSITIVE POWER
|
|
0
|
10 SHARED
DISPOSITIVE POWER
|
|
1,988,398
Common Shares
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
1,988,398
Common Shares
|
|
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12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
¨
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|
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13
|
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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|
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6.5%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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SCHEDULE
13D
CUSIP
No. 302633102
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1
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|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
|
Robert
L. Chapman, Jr.
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
|
|
|
|
(a) x
|
|
|
|
|
(b) ¨
|
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3
|
|
SEC
USE ONLY
|
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4
|
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
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Not
Applicable
|
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5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
|
|
¨
|
|
|
Not
Applicable
|
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|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
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|
United
States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
_______________
|
7 SOLE
VOTING POWER
|
|
0
|
8 SHARED
VOTING POWER
|
|
1,988,398
Common Shares
|
9 SOLE
DISPOSITIVE POWER
|
|
0
|
10 SHARED
DISPOSITIVE POWER
|
|
1,988,398
Common Shares
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
1,988,398
Common Shares
|
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
¨
|
|
|
|
|
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
6.5%
|
|
|
14
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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IN
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INTRODUCTION
This
Schedule 13D (the "Original 13D") is being filed on behalf of Chap-Cap
Partners II Master Fund, Ltd., and Chap-Cap Activist Partners Master Fund,
Ltd.,
Cayman Islands exempted companies (collectively, "the Funds"), Chapman Capital
L.L.C., a Delaware limited liability company ("Chapman Capital"), and Robert
L.
Chapman, Jr., an individual ("Mr. Chapman" and, together with the Funds and
Chapman Capital, the "Reporting Persons"). The Original 13D Filing
relates to the common stock, no par value per share, of FSI
International, Inc., a Minnesota corporation (the “Issuer” or "Company").
Unless the context otherwise requires, references herein to the "Common Stock"
are to such common stock of the Company. Chapman Capital is the investment
manager and adviser to the Funds. The Funds directly own the Common Stock
to which the Original 13D Filing relates and over which Chapman Capital may
be deemed to have control by virtue of the authority granted by the Funds
to vote and to dispose of securities held by the Funds, including the Common
Stock.
ITEM 1. Security
and Issuer
The
Original 13D filing relates to the Common Stock of the Company. The
address of the principal executive offices of the Company is 3455
Lyman Boulevard, Chaska, Minnesota, MN
55318.
ITEM 2.
Identity
and Background
(a)
This statement is being filed by the Reporting Persons.
(b)
The address of the principal business and principal office of the Funds, Chapman
Capital and Mr. Chapman is Pacific Corporate Towers, 222 N. Sepulveda Blvd.,
El
Segundo, California 90245.
(c)
The Fund’s present principal business is investing in marketable securities.
Chapman Capital's present principal business is serving as the Investment
Manager of the Funds. Mr. Chapman's principal occupation is serving as
Managing Member of Chapman Capital.
(d)
None of the Reporting Persons, nor, to the best of their knowledge, any of
their
directors, executive officers, general partners or members has, during the
last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e)
None of the Reporting Persons, nor, to the best of their knowledge, any of
their
directors, executive officers, general partners or members has, during the
last
five years, 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.
(f)
Mr. Chapman is a citizen of the United States.
ITEM 3.
Source
and Amount of Funds or Other Consideration
The
total
amount of funds used by Chap-Cap Partners II Master Fund, Ltd., to purchase
the 918,920 Common Shares reported hereunder was $4,711,762 (including
brokerage commissions). All of such funds were derived from working
capital.
The
total
amount of funds used by Chap-Cap Activist Partners Master Fund, Ltd., to
purchase the 1,069,478 Common Shares reported hereunder was $5,154,883
(including brokerage commissions). All of such funds were derived from
working capital.
ITEM 4.
Purpose
of Transaction
The
purpose of the acquisition of the securities of the Issuer beneficially owned
by
The Funds was to acquire such securities in the ordinary course of their
trade
or business of purchasing, selling, trading and investing in
securities.
The
Reporting Persons may in the future consider a variety of different alternatives
to achieving their goal of maximizing shareholder value, including negotiated
transactions, tender offers, proxy contests, consent solicitations, or other
actions. However, it should not be assumed that such members will take any
of the foregoing actions. The members of the Reporting Persons reserve the
right
to participate, alone or with others, in plans, proposals or transactions
of a
similar or different nature with respect to the Issuer.
The
Reporting Persons intend to review their investment in the Issuer on a
continuing basis and, depending on various factors, including the Issuer's
business, affairs and financial position, other developments concerning the
Issuer, the price level of the Common Stock, conditions in the securities
markets and general economic and industry conditions, as well as other
investment opportunities available to them, may in the future take such actions
with respect to their investment in the Issuer as they deem appropriate in
light
of the circumstances existing from time to time. Such actions may include,
without limitation, the purchase of additional shares of Common Stock in
the
open market and in block trades, in privately negotiated transactions or
otherwise, the sale at any time of all or a portion of the Common Stock now
owned or hereafter acquired by them to one or more purchasers, or the
distribution in kind at any time of all or a portion of the Common Stock
now
owned or hereafter acquired by them. The reasons for the Reporting
Persons’ past or prospective acquisition or disposal of all or a portion of the
Common Stock now or once owned, or hereinafter acquired, may include,
without limitation, the implementation of risk management procedures that
involve the purchase or sale of Common Stock into depreciating or appreciating
market conditions, respectively. Parties
that purchase or sell Common Stock following the filing of this Original
13D may
be purchasing or selling Common Stock that is being sold or
acquired by the Reporting Persons, respectively.
The
Reporting Persons are engaged in the investment business. In pursuing this
business, Chapman Capital personnel analyze the operations, capital structure
and markets of companies, including the Issuer, through analysis of
documentation and discussions with knowledgeable industry and market observers
and with representatives of such companies (often at the invitation of
management). From time to time, Chapman Capital may hold discussions with
third parties or with management of such companies in which the Reporting
Person
may suggest or take a position with respect to potential changes in the
operations, management or capital structure of such companies as a means
of
enhancing shareholder value. Such suggestions or positions may relate to
one or more of the transactions specified in clauses (a) through (j) of Item
4
of Schedule 13D under the Exchange Act, including, without limitation, such
matters as disposing of or selling all or a portion of the Issuer or acquiring
another Company or business, changing operating or marketing strategies,
adopting or not adopting certain types of anti-takeover measures and
restructuring the company's capitalization or dividend policy.
On
December
26, 2006, Mr. Chapman contacted Mr. Benno G. Sand (“Mr. Sand”), the Issuer’s
Secretary and Executive Vice President of Business Development. Given
that in approximately
75% of the fiscal quarters that comprised FY2000-FY2006 (inclusive) the
Issuer had reported net losses, Mr. Chapman requested justification from
Mr.
Sand for the Issuer’s a) continued independence as a public company vs. sale to
a more diversified player in the semiconductor equipment sector, b) Chief
Executive Officer Donald S. Mitchell (“Mr. Mitchell”) being paid millions of
dollars in cash compensation and hundreds of thousands of free Common Stock
options while owning less than 30,000 shares of the Issuer’s Common Stock, and
c) CEO Mr. Mitchell being allowed by the Issuer’s Board of Directors (the
“Board”) to reside in sunny San Diego, California while the Issuer’s
headquarters and core loyal employee base “shivers” in climatically
disadvantaged Chaska, Minnesota. Mr.
Sand
responded, “In this industry, it doesn’t matter where the CEO lives because the
customers are in Asia, Japan, China and Israel; he has commuted for six years,
[and] I don’t view it as a perk.” Mr. Chapman contested Mr. Sand’s statement,
asserting Chapman Capital’s view that it could not be beneficial to the morale
of the Issuer’s employees to have the Issuer’s CEO living across the country in
a vacation destination, taking millions of dollars in cash compensation,
while
the Issuer routinely reported millions of dollars of net losses and engaged
in
sporadic and significant employee layoffs. Dissatisfied with Mr. Sand’s
insouciant and phlegmatic response, Mr. Chapman requested that Mr. Mitchell
contact Chapman Capital, in its capacity as advisor to one of the largest
blocks
of the Issuer’s ownership, as soon as possible. Mr. Sand rejected Mr. Chapman’s
request, stating that Mr. Sand was “joined at the hip with” Mr. Mitchell. Mr.
Chapman reiterated his request that Mr. Mitchell contact Chapman Capital
at Mr.
Mitchell’s earliest convenience.
On
December 29, 2006, Mr. Sand left a voice mail message for Mr. Chapman refusing
to acquiesce to Chapman Capital’s request for a conference call with Mr.
Mitchell that did not exacerbate the Issuer’s net losses by squandering cash on
unnecessary telephone company-assisted conference calls. Mr. Chapman previously
had offered to have Chapman Capital incur any and all expenses associated
with a
three-way conference call between Mr. Chapman, Mr. Sand and Mr. Mitchell;
however, Mr. Sand intransigently rejected Chapman Capital’s offer to arrange
for, an incur all expenses associated with, this simple three way
conference call. Mr. Chapman had rationalized his insistence on the Issuer
accommodating Chapman Capital’s request by explaining that though the actual
expense incurred by the Issuer for arranging this one particular conference
call
was relatively small,
it was Chapman Capital’s view that the Issuer’s poor financial performance
dictated that it begin to eliminate any and all unnecessary corporate expenses,
particularly those incurred by the Issuer’s leadership. On
this
date, Mr. Chapman contacted Mr. Sand once again to argue that the goal of
conducting a three-way conference call, itself necessary due to Mr. Mitchell’s
enjoyment of his location in San Diego, California, would be 100% attained
via
Chapman Capital’s arrangement and financial coverage thereof. Mr. Chapman
demanded that Mr. Sand explain why the Issuer would refuse to engage in a
conference call that was arranged and paid for by Chapman Capital, but would
agree to one arranged for and paid for by the Issuer, which had reported
net
losses in approximately 75% of the past seven years’ fiscal quarters. Mr. Sand
again refused to allow Chapman Capital to reduce the Issuer’s telecommunications
expense, without offering any explanation besides the hackneyed, “because that’s
how we do it.” Mr. Chapman communicated to Mr. Sand that Chapman Capital
suspected that the true motives of Messrs. Sand and Mitchell were the
unauthorized a) inclusion of additional surveillance, and b) recording of
the
conference call. Mr. Sand did not deny such accusation, and the call ended
abruptly following Mr. Chapman’s conveyance to Mr. Sand that Mr. Chapman had
come to understand why another significant owner of the Issuer had depicted
Mr.
Sand in a corpulently priapic fashion.
On
December 29, 2006, in order to communicate with the Issuer’s most senior
executive, Mr. Chapman telephoned Mr. Mitchell at his publicly listed telephone
number in San Diego, California, where Mr. Mitchell presumably acts out his
role
as the Issuer’s Chief Executive Officer and President. Mr. Chapman was greeted
by what he presumed was Mr. Mitchell’s secretary, a woman who identified herself
as “Linda.” However, when Mr. Chapman attempted to identify the title and
position of this counterparty, she corrected Mr. Chapman and stated that
she was
Mr. Mitchell’s wife. Mr.
Chapman conveyed his astonishment that Mr. Mitchell’s wife had answered the
telephone at Mr. Mitchell’s primary place of conducting the Issuer’s
business,
but
regained sufficient composure to ask Linda Mitchell to have her husband return
Mr. Chapman’s call at his earliest convenience. As of March 30, 2007, some three
months later, neither Mr. Mitchell nor his wife and home office secretary
Linda
has returned Mr. Chapman’s telephone call.
On
March
20, 2007, the Issuer reported a 2QFY2007 net loss of $4.3 million, or $0.14
per
share of Common Stock, a
net loss 16% higher than the $3.7 million net loss reported for the 2QFY2006.
In
addition, the Issuer reported backlog and deferred revenue as of February
24,
2007 (the end of 2QFY2007) of $26.8 million, backlog
and deferred revenue 35% lower than that reported as of November 25, 2006
(the
end of the 1QFY2007). Furthermore,
the Issuer reported orders for the 2QFY2007 of $19.2 million, orders
some 44% lower than that reported for the 1QFY2007 ending November 25, 2006,
leading to a dismal 3QFY2007 revenue outlook of $22-25 million, 16-25%
lower than the revenues reported for the 3QFY2006. Consistent
with the string of Issuer net losses under Mr. Mitchell’s and Mr. Sand’s
management, the Issuer forecast a net loss of $3.0 - 4.0 million for the
3QFY2007. Admitting that he had misguided forecasts of the “recovery in the
semiconductor device segments” served by the Issuer, Mr. Mitchell announced his
decision to reduce the Issuer’s employee head count by approximately 11% and
implement other operating cost reductions. However, Mr.
Mitchell did not announce any reduction of his own compensation or that of
Mr.
Sand, arguably the two individuals most responsible for the Issuer’s purported
mismanagement, recurrent net losses and potentially conflicted strategic
planning.
As
a result of the matters described above, Chapman Capital has become increasingly
disconcerted by the apparent divergence between ownership and management
of the
Issuer. Consequently, Chapman Capital intends to engage in the following
actions
to protect and enhance the value of direct investments in Common Stock made
by
the Issuer’s actual owners (as compared to members of the Issuer’s management
receiving free stock option grants): a) the solicitation of interest in
acquiring the Issuer by prospective strategic buyers; b) the recruitment
of
alternate management and corporate governors for the
Issuer.
Except
as
set forth above, the Reporting Persons do not have any present plans or
proposals that relate to or would result in any of the actions required to
be
described in Item 4 of Schedule 13D. Each of such members may, at any
time, review or reconsider its position with respect to the Issuer and formulate
plans or proposals with respect to any of such matters.
ITEM 5.
Interests
in Securities of the Company
(a)
Together, the Reporting Persons beneficially own a total of 1,988,398
shares of Common Stock constituting 6.5% of all of the outstanding shares
of Common Stock.
(b)
The Reporting Persons have the shared power to vote or direct the vote of,
and
to dispose or direct the disposition of, the shares of Common Stock beneficially
owned by them.
(c)
The following transactions were effected by the Reporting Persons during the
past sixty (60) days:
Chap-Cap
Partners II Master Fund, Ltd.
Date
|
Security
|
Amount
of Shares Bought/(Sold)
|
Approximate
Price per Shares
(inclusive
of commissions)
|
02/01/07
|
Common
Shares
|
2,600
|
$
4.80
|
02/01/07
|
Common
Shares
|
3,200
|
$
4.81
|
02/05/07
|
Common
Shares
|
4,000
|
$
4.81
|
02/07/07
|
Common
Shares
|
900
|
$
4.81
|
03/19/07
|
Common
Shares
|
1,906
|
$
4.80
|
03/21/07
|
Common
Shares
|
96,484
|
$
4.13
|
03/26/07
|
Common
Shares
|
450
|
$
4.24
|
03/27/07
|
Common
Shares
|
2,927
|
$
4.17
|
03/29/07
|
Common
Shares
|
20,670
|
$
4.10
|
03/30/07
|
Common
Shares
|
97,383
|
$
4.19
|
Chap-Cap
Activist Partners Master Fund, Ltd.
Date
|
Security
|
Amount
of Shares Bought/(Sold)
|
Approximate
Price per Shares
(inclusive
of commissions)
|
02/01/07
|
Common
Shares
|
2,400
|
$
4.80
|
02/01/07
|
Common
Shares
|
3,110
|
$
4.81
|
02/05/07
|
Common
Shares
|
3,820
|
$
4.81
|
02/07/07
|
Common
Shares
|
900
|
$
4.81
|
03/19/07
|
Common
Shares
|
5,700
|
$
4.80
|
03/20/07
|
Common
Shares
|
71,100
|
$
4.15
|
03/21/07
|
Common
Shares
|
289,500
|
$
4.13
|
03/26/07
|
Common
Shares
|
1,400
|
$
4.25
|
03/27/07
|
Common
Shares
|
8,600
|
$
4.17
|
03/29/07
|
Common
Shares
|
62,000
|
$
4.10
|
The
above
transactions were effected by the Reporting Persons on the NASDAQ National
Market.
Except
as
set forth above, during the last sixty days there were no transactions in the
Common Stock effected by the Reporting Persons, nor, to the best of their
knowledge, any of their directors, executive officers, general partners or
members.
(d)
Except as set forth in this Item 5, no 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, the shares of Common Stock beneficially owned by the Reporting
Persons.
(e)
Not
applicable.
ITEM 6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Company
Not
applicable.
ITEM 7.
Material
to be Filed as Exhibits
Exhibit A
|
|
Joint
Filing Agreement, dated March 30, 2007 among Chap-Cap Partners
II Master Fund, Ltd., Chap-Cap Activist Partners Master Fund, Ltd.,
Chapman Capital L.L.C., and Robert L. Chapman,
Jr.
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, we certify
that
the information set forth in this statement is true, complete and correct.
Dated: March
30, 2007
|
Chap-Cap
Partners II Master Fund, Ltd.
|
|
By:
Chapman Capital L.L.C.,
|
|
as
Investment Manager
|
|
|
|
By:
|
/s/
Robert L. Chapman, Jr.
|
|
|
|
|
Name:
Robert L. Chapman, Jr.
|
|
|
Title:
Managing Member
|
|
|
|
|
|
Chap-Cap
Activist Partners Master Fund, Ltd.
|
|
By:
Chapman Capital L.L.C.,
|
|
as
Investment Manager
|
|
|
|
By:
|
/s/
Robert L. Chapman, Jr.
|
|
|
|
|
Name:
Robert L. Chapman, Jr.
|
|
|
Title:
Managing Member
|
|
|
|
|
|
CHAPMAN
CAPITAL L.L.C.
|
|
|
|
By:
|
/s/
Robert L. Chapman, Jr.
|
|
|
|
|
Name:
Robert L. Chapman, Jr.
|
|
|
Title:
Managing Member
|
|
|
|
/s/
Robert L. Chapman, Jr.
|
|
|
|
Robert
L. Chapman, Jr.
|
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13D with respect
to the
Common Stock of FSI International, Inc. dated March 30, 2007, and any
further amendments thereto signed by each of the undersigned, shall be filed
on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
|
CHAP-CAP
PARTNERS II MASTER FUND, LTD.
|
|
By:
Chapman Capital L.L.C.,
|
|
as
Investment Manager
|
|
|
|
|
|
|
|
By:
|
/s/Robert
L. Chapman, Jr.
|
|
|
|
|
Robert
L. Chapman, Jr.
|
|
|
Managing
Member
|
|
|
|
|
|
|
|
CHAP-CAP
ACTIVIST PARTNERS MASTER FUND, LTD.
|
|
By:
Chapman Capital L.L.C.,
|
|
as
Investment Manager
|
|
|
|
|
|
|
|
By:
|
/s/Robert
L. Chapman, Jr.
|
|
|
|
|
Robert
L. Chapman, Jr.
|
|
|
Managing
Member
|
|
|
|
|
|
|
|
CHAPMAN
CAPITAL L.L.C.
|
|
|
|
|
|
|
|
By:
|
/s/Robert
L. Chapman, Jr.
|
|
|
|
|
Robert
L. Chapman, Jr.
|
|
|
Managing
Member
|
|
|
|
|
|
|
|
/s/Robert
L. Chapman, Jr.
|
|
|
|
Robert
L. Chapman, Jr.
|