Riley seeks to change Zilog's board, bylaws

By Lisa Kerner

Charlotte, N.C., July 7 - Riley Investment Partners Master Fund, LP notified Zilog, Inc. that it will bring a number of business items to the company's annual meeting.

According to a schedule 13D filed with the Securities and Exchange Commission, Riley, 7.8% shareholder, will seek to:

• Elect Riley principal John Ahn to Zilog's board of directors as a class III director;

• Amend Zilog's bylaws to allow for stockholders to fill a vacancy created by stockholder expansion of the board of directors or stockholder removal of directors;

• Amend the company's bylaws to, among other things, set the size of the board at six, equally divided among the three classes;

• Elect John DeLorenzo to the board as a class III director to fill the vacancy created by the board expansion proposal; and

• Repeal any provisions or amendments to Zilog's bylaws adopted after the last version filed with the SEC.

On Feb. 6, Riley said it was disappointed that Zilog rejected Universal Electronics Inc.'s bid to acquire the company in a deal that Riley, a 6.8% shareholder, would finance.

Zilog turned down Universal Electronics' unsolicited Jan. 18 offer of $4.50 cash per share.

Based in San Jose, Calif., Zilog is a supplier of eight-, 16- and 32-bit microcontroller and microprocessor system-on-a-chip products.

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