UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Monolithic System Technology, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
609842109
(CUSIP Number)
Hugh L. McColl, III
Mangan & McColl Partners, LLC
100 N. Tryon Street, Suite 5130
Charlotte, NC 28202
(704) 376-8100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 19, 2004
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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 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 ("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.: 609842109
1. Names of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
Mangan & McColl Partners, LLC
................................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)[ ]
(b)[ ]
................................................................................
3. SEC Use Only
................................................................................
4. Source of Funds (See Instructions):
OO
................................................................................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
[ ]
................................................................................
6. Citizenship or Place of Organization:
Delaware
................................................................................
Number of 7. Sole Voting Power: 1,680,000*
.............................................
Shares Beneficially 8. Shared Voting Power: None
.............................................
Owned by Each
Reporting 9. Sole Dispositive Power: 1,680,000*
.............................................
Person With 10. Shared Dispositive Power: None
.............................................
................................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,680,000*
................................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
[ ]
................................................................................
13. Percent of Class Represented by Amount in Row (11):
5.5%*
................................................................................
14. Type of Reporting Person (See Instructions):
IA, OO
................................................................................
* As of March 19, 2004. As of April 20, 2004, the number of shares was
reduced to 1,300,000 and the percent was reduced to 4.2%.
CUSIP No.: 609842109
1. Names of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
John F. Mangan, Jr.
................................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)[ ]
(b)[ ]
................................................................................
3. SEC Use Only
................................................................................
4. Source of Funds (See Instructions):
OO
................................................................................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
[ ]
................................................................................
6. Citizenship or Place of Organization:
Delaware
................................................................................
Number of 7. Sole Voting Power: 1,680,000*
.............................................
Shares Beneficially 8. Shared Voting Power: None
.............................................
Owned by Each
Reporting 9. Sole Dispositive Power: 1,680,000*
.............................................
Person With 10. Shared Dispositive Power: None
.............................................
................................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,680,000*
................................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
[ ]
................................................................................
13. Percent of Class Represented by Amount in Row (11):
5.5%*
................................................................................
14. Type of Reporting Person (See Instructions):
HC, IN
................................................................................
* As of March 19, 2004. As of April 20, 2004, the number of shares was
reduced to 1,300,000 and the percent was reduced to 4.2%.
CUSIP No.: 609842109
1. Names of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
Hugh L. McColl, III
................................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)[ ]
(b)[ ]
................................................................................
3. SEC Use Only
................................................................................
4. Source of Funds (See Instructions):
OO
................................................................................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
[ ]
................................................................................
6. Citizenship or Place of Organization:
Delaware
................................................................................
Number of 7. Sole Voting Power: 1,680,000*
.............................................
Shares Beneficially 8. Shared Voting Power: None
.............................................
Owned by Each
Reporting 9. Sole Dispositive Power: 1,680,000*
.............................................
Person With 10. Shared Dispositive Power: None
.............................................
................................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,680,000*
................................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
[ ]
................................................................................
13. Percent of Class Represented by Amount in Row (11):
5.5%*
................................................................................
14. Type of Reporting Person (See Instructions):
HC, IN
................................................................................
* As of March 19, 2004. As of April 20, 2004, the number of shares was
reduced to 1,300,000 and the percent was reduced to 4.2%.
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is the
shares of common stock, $0.01 par value per share (the "Common Stock") of
Monolithic System Technology, Inc., a Delaware corporation (the "Issuer")
acquired by private investment funds managed and/or advised by Mangan & McColl
Partners, LLC ("Mangan & McColl"). The principal executive offices of the
Issuer are located at 1020 Stewart Drive, Sunnyvale, CA 94085.
Item 2. Identity and Background
This statement on Schedule 13D is filed on behalf of Mangan & McColl Partners,
LLC, a Delaware limited liability company and John F. Mangan, Jr. and Hugh L.
McColl, III, each an American citizen. Mangan & McColl's principal business is
acting as the managing member and/or investment adviser for two or more
private investment funds. John Mangan and Hugh McColl are the managing members
of Mangan & McColl and each owns a 50% equity interest in Mangan & McColl. The
address of Mangan & McColl is 100 North Tryon Street, Suite 5130, Charlotte,
NC 28202.
The names, citizenship, business addresses and principal occupations of each
of the managing members and executive officers of Mangan & McColl are set
forth in Schedule A, which is incorporated herein by reference.
During the last five years neither Mangan & McColl, John Mangan, Hugh McColl
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 transactions reported hereunder with respect to the Common Stock purchased
or sold by the reporting person were consummated by two or more private
investment funds for which Mangan & McColl acts as the managing member and/or
investment adviser. The source of funds for the purchase transactions was the
working capital of such investment funds. As set forth on Exhibit B, (i) the
total purchase price for the Common Stock purchased within the last 60 days of
either March 19, 2004 or April 20, 2004 was $25,570,878; and (ii) the total
sales price for the Common Stock sold within the last 60 days of either March
19, 2004 or April 20, 2004 was $6,933,048.
Item 4. Purpose of Transaction
The Common Stock was acquired for arbitrage, investment and proprietary
trading purposes in the ordinary course of business by two or more private
investment funds managed and/or advised by Mangan & McColl. Mangan & McColl,
John Mangan and/or Hugh McColl reserves the right to sell shares of Common
Stock or to acquire additional shares in open market transactions or
otherwise. Mangan & McColl, John Mangan and/or Hugh McColl have no plans or
proposals, which would relate to or would result in any of the actions to be
described in Item 4 of Schedule 13D.
Item 5. Interest In Securities of the Issuer
(a)-(b) As of March 19, 2004 Mangan & McColl was the beneficial owner of
1,680,000 shares of Common Stock, which constituted approximately 5.5% of the
Issuer's outstanding shares of Common Stock, based upon 30,767,544 shares of
Common Stock outstanding as of February 23, 2004, which shares were held by
the private funds for which it acts as managing member and/or investment
advisor. As of April 20, 2004, Mangan & McColl was the beneficial owner of
1,300,000 shares which constituted approximately 4.2% of the Issuer's Common
Stock. Mangan & McColl had sole power to vote and sole power to dispose of the
Common Stock. John Mangan and Hugh McColl disclaim any beneficial ownership
interest of the Common Stock held by any funds for which Mangan & McColl acts
as the managing member and/or investment adviser, except for that portion of
such Common Stock that relates to their economic interest in such Common Stock
as a minority equity owner in the private investment funds holding such
shares.
(c) See Exhibit B attached hereto. All of the transactions in the Common Stock
set forth on Exhibit B were consummated as open market transactions by private
investment funds for which Mangan & McColl acts as a managing member and/or
investment adviser within 60 days of the event which triggered the filing of
this Schedule 13D.
(d) The Issuer does not pay a dividend on the Common Stock. The members of (or
investors in) each of two or more private investment funds for which Mangan &
McColl acts as managing member and/or investment adviser have the right to
participate in the proceeds from the sale of the Common Stock held for the
accounts of their respective funds in accordance with their respective
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 above, to the best knowledge
of Mangan & McColl, 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 Common Stock, 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 Mangan & McColl Partners, LLC, John F.
Mangan, Jr. and Hugh L. McColl, III 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 -- Managing Members and Executive Officers of Mangan & McColl
Partners, LLC.
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.
Mangan & McColl Partners, LLC
Dated: May 24, 2004
Charlotte, NC By: /s/ Joseph J. Schonberg
-------------------------------
Name: Joseph J. Schonberg
Title: Chief Financial Officer
Dated: May 24, 2004
Charlotte, NC By: /s/ John F. Mangan, Jr.
-------------------------------
John F. Mangan, Jr.
Dated: May 24, 2004
Charlotte, NC By: /s/ Hugh L. McColl, III
--------------------------------
Hugh L. McColl, III
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 Monolithic
System 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.
Mangan & McColl Partners, LLC
Dated: May 24, 2004
Charlotte, NC By: /s/ Joseph J. Schonberg
-------------------------------
Name: Joseph J. Schonberg
Title: Chief Financial Officer
Dated: May 24, 2004
Charlotte, NC By: /s/ John F. Mangan, Jr.
-------------------------------
John F. Mangan, Jr.
Dated: May 24, 2004
Charlotte, NC By: /s/ Hugh L. McColl, III
--------------------------------
Hugh L. McColl, III
EXHIBIT B
List of Transactions
Common Stock
Trade Date Transaction Quantity Price
---------------------------------------------------------------------------
2/24/2004 BUY 50,000 $ 12.97
2/25/2004 BUY 100,000 13.03
3/17/2004 BUY 350,000 13.20
3/17/2004 BUY 400,000 13.23
3/18/2004 BUY 280,000 13.20
3/19/2004 BUY 500,000 13.20
4/06/2004 BUY 175,000 12.50
4/14/2004 BUY 50,000 12.26
4/14/2004 BUY 50,000 12.06
---------------------------------------------------------------------------
Total Purchase Price: $25,570,878
Common Stock
Trade Date Transaction Quantity Price
----------------------------------------------------------------------
3/22/2004 SELL 135,000 $ 13.38
4/06/2004 SELL 175,000 12.38
4/13/2004 SELL 100,000 12.05
4/19/2004 SELL 100,000 7.21
4/20/2004 SELL 145,000 7.26
----------------------------------------------------------------------
Total Sales Price: $6,933,048
SCHEDULE A
Managing Members and Executive Officers of Mangan & McColl Partners, LLC
Name & Principal Occupation Citizenship Business Address
--------------------------- ----------- ------------------------------
John F. Mangan, Jr. USA Mangan & McColl Partners, LLC
Managing Member 100 North Tryon Street
Suite 5130
Charlotte, NC 28202
Hugh L. McColl, III USA Mangan & McColl Partners, LLC
Managing Member 100 North Tryon Street
Suite 5130
Charlotte, NC 28202
Joseph J. Schonberg USA Mangan & McColl Partners, LLC
Chief Financial Officer 100 North Tryon Street
Suite 5130
Charlotte, NC 28202