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Thank you!
PEACE
Hydro_gen
Thank you olddog967. Would you provide the links again to the convertible and the warrants? I am curious as to the number of shares in each transaction as I misplaced the file I had them in.
TIA
PEACE
Hydro_gen
What about those "wonderland" warrants Barclay's has priced at $56?????? And we have been to $82 twice have we not?? ONE court win changes everything.
PEACE
Hydro_gen
OK - ZTE in DE is the week of October 20th and Nokia is reset for 3/9/2015.
So - with claims constructions rendered thus far by Judge Andrews - who here thinks IDCC will finally get ONE court win? Or will it be another case of 'lucy' pulling the ball away from us "Charlie Brown" longs again???
PEACE
Hydro_gen
InterDigital to Discuss the Future of Wireless Networks at TC3
(whitepaper mentioned below now online and available for download)
WILMINGTON, Del. , Sept. 30, 2014 (GLOBE NEWSWIRE) -- InterDigital (Nasdaq:IDCC), a research and development company, will be demonstrating its Network-as-a-Service solutions during the 2014 Telecom Council Carrier Connections (TC3) Executive Summit being held October 1-2, 2014 , in Mountain View, California . James J. Nolan , Executive Vice President, InterDigital Solutions, will also speak about the future of network architectures to the conference's audience of telecom companies and vendors, venture capitalists and developers.
During the conference, InterDigital will demonstrate how its technology addresses the need for automated, unified, multi-vendor management and optimization solutions for HetNets. Attendees visiting InterDigital's table will receive executive summaries of Signals Research Group's just-launched white paper titled "Street Light Small Cells - a Revolution in Mobile Operator Network Economics."
Mr. Nolan will speak about the future of network architectures, highlighting what 5G means to the wireless economy. As the network of the future will involve a variety of device types and network resources, the session is designed to educate attendees on 5G's impact on the overall wireless ecosystem. Topics discussed will include operator roles, redefined network operations, service delivery standards and business value propositions.
"5G is one of the most pressing topics dominating today's conversations about future networks," said Mr. Nolan . "With InterDigital's legacy of strong wireless R&D, we've made this a focal point in our research. We're excited to share our findings and technology developments with a community of people that are just as dedicated to network innovation as we are."
Those interested in learning more about InterDigital's Network-as-a-Service solutions can visit: www.interdigital.com.
To request a meeting at the event, please email InterDigital@lewispr.com.
When you look at who is handling http://www.signalwirelesstrust.com/ to me it seems obvious that IDCC is looking for a way to reduce the tax burden from the ultimate monetization of the patents assigned to the trust. http://www.belfint.com/ Oldest and largest CPA firm in DE.
PEACE - imho.
Hydro_gen
Nokia can make Nokia branded phones in 2016. They are NOT out of the cell phone business forever and imho Elop orchestrated a 7.2 billion dollar 'pig-in-a-poke' sale to MSFT. MSFT has a 10 year licensing agreement - 720 Million a year. Nokia rid themselves of a lot of "dead wood" that MSFT now has to burn. Nokia will reemerge and it is important that IDCC win the legal issues against Nokia and MSFT.
IMHO & glta.
PEACE
Hydro_gen
The mCig product itself is the elephant in this chat room nobody is talking about. I bought a 2.0 + glass pack set in March - took 3 weeks to get it (even tho I got an email stating it HAD been shipped the next day) so they send an additional unit - white and I ordered the black. SO - I gave it a try and all I can say is it sucks and is NOT even close to being a vaporizer. I also communicated some marketing ideas (I have a 20+ year marketing background & a Series 7 license) - and my suggestions were summarily dismissed because "they" knew how they were going to market this 'disruptive' product. Looks like they pissed away 1M on 'ambassadors' that only a very small segment of the target market is aware of. I bought a very small position just to see what would happen (.51) and unless management puts down their pipes this thing will soon be nothing but ashes. Lot's of promise yet piss poor execution from the top down as evidenced by their many many missteps. JMHO & glta.
PEACE
Hydro_gen
Doug Hutcheson's Bio - IDCC's newly appointed COB
Mr. Hutcheson serves as chief executive officer and a director of Laser, Inc., a corporation created in connection with the acquisition of Leap Wireless International (Leap) by AT&T on March 13, 2014. Laser, Inc. is managing the sale of Leap’s 700 MHz license in Chicago, Illinois, in connection with certain contingent value rights issued to Leap’s stockholders in the AT&T acquisition.
Mr. Hutcheson formerly served as the Chief Executive Officer and a member of the Board of Directors of Leap and its operating subsidiary Cricket Communications, where he was responsible for developing and implementing strategy, all operations, and the oversight of all relationships and partnerships for the Company until it sale in March 2014 to AT&T. Mr. Hutcheson joined Leap as a member of its founding management team in September 1998 and was appointed chief executive officer in February 2005. Mr. Hutcheson also held a number of other leadership positions at Leap, including serving as president and chief financial officer between 2002 and 2005 and as acting chief financial officer between 2007 and 2008. In addition to these leadership roles, Mr. Hutcheson held various executive roles at Leap between 1998 and 2002 with responsibility for areas including strategic planning and product and business development.
From 1995 to 1998, Mr. Hutcheson served as vice president, marketing, in the wireless infrastructure division at Qualcomm Incorporated where he led multiple teams. Prior to working at Qualcomm, Mr. Hutcheson held positions in multiple areas including field engineering, manufacturing, sales and customer support. He has spent extensive time working and living aboard on all seven continents as an engineer and business executive.
Mr. Hutcheson serves as a member of the board of directors of Pitney Bowes Inc., InterDigital, Inc., Rady Children’s Hospital, and the American Heart Association – San Diego Chapter.
Mr. Hutcheson holds a Bachelor of Science degree in Mechanical Engineering from California State Polytechnic University, San Luis Obispo and a Masters of Business Administration from the University of California, Irvine, where he graduated summa *** laude. His technical efforts and business acumen over the years has resulted in the issuance of fourteen unique patents.
InterDigital Demonstrates User Aware Video at International Broadcasting Convention
Multiple Solutions Streamline Video Delivery for Content Publishers, Reducing Bandwidth Consumption by Up to 60 Percent
WILMINGTON, Del. and AMSTERDAM, The Netherlands, Sept. 11, 2014 (GLOBE NEWSWIRE) -- InterDigital (Nasdaq:IDCC), a research and development company, will be demonstrating its Perceptual Pre-Processing and User Adaptive Video streaming solutions during the 2014 International Broadcasting Convention (IBC) September 12 - 16 in Amsterdam (Hall 14, Stand 14.D24).
During the conference, InterDigital will demonstrate how its technologies address bandwidth constraints for Pay TV and Over-the-Top (OTT) content publishers, utilizing solutions residing in the encoding workflow and solutions residing in mobile devices, to optimize content delivery based on the end user environments. The company will exhibit the no-compromise visual experience of bandwidth savings with a side-by-side comparison of two complex 4K video clips, challenging viewers to identify the original content versus the reduced bit-rate version benefitting from InterDigital's technology.
"IBC attendees are engaged in creating, managing and delivering the future of electronic media and entertainment technology and content, making it the perfect venue to showcase our video streaming solutions," said Bill Crean, Director of Product Management, InterDigital Solutions. "InterDigital works closely with TV service providers and OTT content providers to help them proactively address bandwidth management issues, without sacrificing the video quality consumers have come to expect."
Before the encoding process, Perceptual Pre-Processing proactively filters out parts of visual content that the human eye cannot see. By optimizing the encoding workflow, InterDigital's technology delivers equivalent perceived quality while reducing bit rates and delivering up to 60 percent bandwidth savings. The benefits of Perceptual Pre-Processing apply to HD and Ultra HD (4K) content, for televisions and mobile devices, enabling content publishers to mitigate the effects of bandwidth constraints across multiple platforms.
In addition to the benefits offered by Perceptual Pre-Processing, InterDigital's User Adaptive Video solution extends streaming advantages by empowering Over-The-Top (OTT) content publishers to address bandwidth constraints from within mobile applications. User Adaptive Video monitors and adjusts video streaming rates based on user behavior and environmental factors, which impact visual perception to decrease bandwidth usage without sacrificing visual quality.
Those interested in learning more about InterDigital's video solutions can visit: http://www.interdigital.com/video.
To request a meeting at the event, please email InterDigital@lewispr.com.
About InterDigital®
InterDigital develops technologies that are at the core of mobile devices, networks, and services worldwide. We solve many of the industry's most critical and complex technical challenges, inventing solutions for more efficient broadband networks and a richer multimedia experience years ahead of market deployment. InterDigital has licenses and strategic relationships with many of the world's leading wireless companies. Founded in 1972, InterDigital is listed on NASDAQ and is included in the S&P MidCap 400® index.
InterDigital is a registered trademark of InterDigital, Inc.
For more information, visit: www.interdigital.com.
CONTACT: Patrick Van de Wille
Email: patrick.vandewille@interdigital.com
+1 (858) 210-4814
I am pretty sure the "settlement conference question" refers to the scheduled talks about the 337-613 case. Please see message 382521.
PEACE
Hydro_gen
Such an obvious reply for anyone with an eye. "Surprise" and "already in" are speculative at best, pure conjecture in your opinion. Here is hoping for a ban soon.
PEACE
Hydro_gen
M3 - seems like $30 million from Nokia in 1999 kept IDCC afloat and they have 'free' access to the joint development of the FDD/TDD work. I expect the next fight (assuming we finally get a ruling of infringement in the current 337 or other court(s)) to be in this area and we will not get another penny from Nokia for FDD/TDD. The Nokia deal is what got me invested in this stock in the first place - that and Laranger mentioning it on another 'bored'. I am sure someone will post the details of that 1999 JV.
PEACE
Hydro_gen
Hoc1 - from a thread earlier (thanks OD) here are a few links that will help: (the initial SEC convertible filing)
http://www.sec.gov/Archives/edgar/data/1405495/000095012311032572/w82287exv10w3.htm
My comments: There was a $27,000,000 premium for financing the deal that are convertible at $66.3528 or 415,958.33 shares. That leaves a balance of $200,000,000 convertible at 17.9580 shares per $1,000 principle or 3,591,600 shares. SO - the Barclay's financing deal could represent 4,007,558 additional shares of IDCC that could be issued to cancel the debt on or before August 16th 2016.
Regarding dilution: From the 10-K:
"On March 29 and March 30, 2011, in connection with the offering of the Notes, InterDigital entered into convertible note hedge transactions with respect to its common stock with Barclays Bank PLC, through its agent, Barclays Capital Inc. The two convertible note hedge transactions cover, subject to customary anti-dilution adjustments, approximately 3.5 million and approximately 0.5 million shares of common stock, respectively, at a strike price that corresponds to the initial conversion price of the Notes, also subject to adjustment, and are exercisable upon conversion of the Notes.
On April 4, 2011, the company paid $37.1 million and $5.6 million for the convertible note hedge transactions entered into on March 29 and March 30, 2011, respectively. The aggregate cost of the convertible note hedge transactions was $42.7 million. As described in more detail below, this cost was partially offset by the proceeds from the sale of the warrants in separate transactions.
The convertible note hedge transactions are intended generally to reduce the potential dilution to the common stock upon conversion of the Notes in the event that the market price per share of the common stock is greater than the strike price.
www.sec.gov/Archives/edgar/data/1405495/000095012311032572/w82287exv10w1.htm and see message http://investorshub.advfn.com/boards/replies.aspx?msg=102603213
Hope this helps
8-K
em 8.01.
Other Events.
On June 13, 2014, the Administrative Law Judge (“ALJ”) issued an Initial Determination (“ID”) in the United States International Trade Commission’s (“ITC” or “Commission”) Investigation No. 337-TA-868 brought against ZTE and Nokia (the “868 Investigation”).
In the ID, the ALJ found that no violation of Section 337 of the Tariff Act of 1930 (“Section 337”) has occurred in connection with the importation of 3G/4G devices by ZTE or Nokia, on the basis that the accused devices do not infringe the asserted claims of InterDigital’s U.S. Patent Nos. 7,941,151 (the “’151 patent”), 7,190,966 (the “’966 patent”), or 7,286,847 (the “’847 patent”).
In concluding that the accused devices do not infringe the asserted claims in the ’966 and ’847 “power ramp-up” patents, the ALJ’s decision hinged on the construction of one patent claim term related to a claim term that InterDigital believes the Commission misconstrued in its decision in the previous 337-TA-800 investigation (the “800 Investigation”) regarding the same family of patents. InterDigital has appealed that claim construction from the 800 Investigation to the U.S. Court of Appeals for the Federal Circuit (the “Federal Circuit”). InterDigital believes it has a very strong appeal based on a favorable prior ruling from the Federal Circuit related to this claim term on both the ’966 and ’847 patents, a favorable decision from the U.S. District Court for the District of Delaware involving this claim term in these same patents, and the Commission’s own decision in connection with the remand proceeding in investigation No. 337-TA-613 (the “613 Investigation”) dealing with these patents.
The ALJ also determined that, except for Claim 16 of the ’151 patent, none of the asserted patents were invalid. The ALJ further determined that InterDigital did not violate any FRAND obligations, a conclusion also reached by the ALJ in the 800 Investigation. Additionally, the ID recognized that both InterDigital’s licensing and research and development programs satisfy the economic criteria of the Section 337 domestic industry requirement, confirming numerous prior rulings by the Commission in InterDigital ITC investigations as well as by the Federal Circuit in affirming the Commission’s domestic industry conclusions in the 613 Investigation.
InterDigital intends to seek review by the Commission of the adverse portions of the ID and, if necessary, by the Federal Circuit.
Weird - in the 613 & 868 the PO was filed and posted on EDIS at 8:45am for both Brian R. Nester and Richard A. Cederoth and now the PO is not listed on the 868 for either lawyers yet the Notice of Appearance of the firm is listed on the 868. Wonder why the PO on the 868 'disappeared'.......
And they were added to both the 613 and 868.......eom
Also, on Tuesday the ALJ has been requested by IDCC for a "Conditional Motion to Amend the Notice of Investigation to Add Microsoft Mobile Oy as Respondent" to the 337-868.
I find this filing - especially the footnotes - extremely logical and I suggest ALL re-read
http://wirelessledger.com/931338-535203.pdf
Magillagorilla and all - here is the complete file:
(Have a GREAT weekend ALL and may God Bless America as we remember the sacrifices 70 years ago today)
INTERDIGITAL’S OPPOSITION TO NOKIA CORPORATION, NOKIA INC., AND
MICROSOFT MOBILE OY’S MOTION FOR LEAVE TO FILE A REPLY
REGARDING THEIR MOTION TO SUBSTITUTE PARTIES AND AMEND THE
NOTICE OF INVESTIGATION [MOT. NO. 868-118]
Complainants InterDigital Communications, Inc., InterDigital Technology
Corporation, IPR Licensing, Inc., and InterDigital Holdings, Inc. (collectively “InterDigital”)
respectfully oppose Respondents Nokia Corporation (“Nokia Corp.”) and Nokia Inc. and
Proposed Respondent Microsoft Mobile Oy’s (“MMO”) (collectively, “Movants”) Motion for
Leave to File a Reply Regarding their Motion to Substitute Parties and Amend the Notice of
Investigation. (Motion Docket No. 868-118.)1
Movants’ proposed reply is based on the illusory premise that their motion to
“substitute parties” precludes the ALJ from recognizing that this is a motion to (1) add MMO as
a respondent and (2) terminate as to Nokia Corp. But Movants’ assertion that “the relief sought
in the motion is [not] alternatively stated, i.e. terminate Nokia Corporation and/or allow MMO to
1
The underlying motion to “substitute” parties is docketed as Mot. No. 868-117. Nokia and
MMO’s motion for leave to reply is docketed as Mot. No. 868-118. 2
be added as a respondent” (Proposed Reply at 1) is belied by Movants’ own memorialized
understanding of the intended relief sought by their motion:
Microsoft Mobile and Nokia agree to cooperate in good faith to file timely
motions and take any other steps necessary to effectuate the proper substitution of
the named parties to the Actions. Microsoft Mobile and Nokia, as applicable,
will move (A) to add the Microsoft Mobile entity that is assuming responsibility
for the relevant Action (including by filing a motion to intervene, as necessary),
and (B) to dismiss or withdraw any Nokia entity that is not a Microsoft Mobile
affiliate from the relevant Action.
(Mot. No. 868-117 at Ex. H, Agreement Regarding Pending Litigation, at ¶ 3.)2
Movants’
“Agreement Regarding Pending Litigation” confirms their understanding that the motion they
now characterize as a motion to “substitute” is necessarily a request both to add one party and to
terminate as to another. Given that Movants’ own agreement makes plain that the relief
requested is separately “(A) to add the Microsoft Mobile entity” and “(B) to dismiss … [a]
Nokia entity,” Movants cannot now feign surprise that InterDigital and the Staff treat the relief
requested exactly as MMO and Nokia Corp. memorialized it. (Id.) As set forth in InterDigital’s
response to Movants’ motion, InterDigital consents to “(A) the addition of the Microsoft Mobile
entity that is assuming responsibility for the relevant Action,” but opposes “(B) the request to
dismiss or withdraw any Nokia entity that is not a Microsoft Mobile affiliate from the relevant
Action.” (Id.)
Regarding the addition of MMO as a respondent, all parties agree that MMO
imports accused Nokia Lumia devices and thus must be added as a respondent in this
investigation.3
In particular, Movants readily admit that:
2
All emphasis added.
3
To the extent the ALJ determines that Movants’ Motion “to substitute parties” is not a
request to add MMO as a respondent – as Movants urge in their Proposed Reply –
InterDigital files contemporaneously herewith a conditional motion to amend the Complaint
and Notice of Investigation to add MMO as a respondent. 3
? “MMO and its subsidiaries (including Nokia Inc.) are now responsible for the
operation of this business, including producing, importing and selling the mobile
devices accused in this investigation.” (Mot. No. 868-117 at 2.)
? “Because MMO products are at issue, … MMO must be permitted to participate
in the investigation.” (Id. at 2.)
? “MMO is the sole importer of the accused Nokia Lumia phones.” (Id. at 3.)
? “Thus, any production and sale of the accused Nokia products in this case after
the closing date will be carried out by MMO and its subsidiaries, including Nokia
Inc.” (Id. at 5.)
? “MMO thus has the sole authority to prosecute, defend, and settle the action.”
(Id. at 6.)
In view of these admissions, both InterDigital and the Staff agree that MMO should be added as
a respondent.4
(See InterDigital Br. at 1, 12; Staff Br. at 1, 3.)
There being no dispute that MMO should be a party to this investigation, the only
dispute concerns Nokia Corp.’s request for termination. Movants’ proposed reply presumes that
InterDigital has any burden to demonstrate that Nokia Corp. will continue to import devices
subject to this Investigation.5
(Proposed Reply at 2 (“If InterDigital and the Staff can no longer
4
MMO’s new claim that its addition as a Respondent would require a whole new trial
(Proposed Reply at 1) is unsupported by citation to any legal precedent and belied by
MMO’s many admissions in the Motion that MMO’s “assumption of liability” and
“assumption of this investigation” would require it to “bear the burden of complying with
any exclusion order that may issue in this investigation.” (Mot. No. 868-117 at 5-8.)
Movants’ new claim that now a second, full-blown trial involving the exact same products
and exact same counsel would be necessary is behavior emblematic of a classically
unwilling licensee, and casts in a truer light Movants’ pledge to “cooperate with the parties,
Staff, the ALJ, and the Commission during the remainder of this investigation.” (Id. at 8.)
InterDigital more fully addresses MMO’s claim to a new trial in its conditional motion to add
MMO to this investigation.
5
Movants incorrectly state that InterDigital cites only to an independent blogger for support
that Nokia is developing additional wireless mobile devices. (Proposed Reply at 2.)
InterDigital additionally identified a Nokia Corp. patent application for wearable wireless
mobile devices, as well as an instructional video by Nokia employees demonstrating the
“Nokia Facet” device. (InterDigital Br. at 7.) Regardless, information regarding Nokia 4
identify any accused conduct by Nokia Corporation, then the substitution of parties to include
those actually engaging in such conduct should be permitted.”).) That is wrong, as made clear
by controlling Commission precedent. (See, e.g., InterDigital Br. at 8-10; Certain Rechargeable
Lithium-Ion Batteries, Inv. No. 337-TA-600, Order No. 8 (Public Version) at 6 (Sept. 4, 2007)
(“A violation of Section 337 may be based on past infringement with no requirement that the
violative conduct be ongoing or continue during the course of the investigation.”).) Movants’
proposed reply ignores entirely the many opinions cited by InterDigital demonstrating that the
Commission does not require evidence of continued importation once an investigation is
instituted. See generally, Manheim Video, Inc. v. County of Cook, 884 F.2d 1043, 1047 (7th Cir.
1989) (“The ‘ostrich-like tactic of pretending that potentially dispositive authority against a
litigant’s contention does not exist is as unprofessional as it is pointless.’”) (quoting Hill v.
Norfolk & Western Ry., 814 F.2d 1192, 1198 (7th Cir. 1987).)
Nokia Corp.’s sly and narrow “representation that it no longer intends to import
the devices accused in this investigation” is meaningless while Nokia Corp. also (i) refuses to be
bound by that representation by way of consent order, and (ii) separately admits and insists that
“it is correct that Nokia Corporation is not prohibited from making or importing 3G or 4G
wireless devices following the transaction with Microsoft.”6
Proposed Reply at 1-2; see also
Certain Hardware Logic Emulation Systems, Inv. No. 337-TA-383, Order No. 82 at 6 (Mar. 25,
1997) (“The Commission has previously found respondents’ representations that importations of
the accused good have been discontinued and respondents’ agreements to cease subsequent
Corp.’s future plans to import wireless mobile devices is uniquely within Nokia Corp.’s
control, and its refusal to produce that information speaks volumes.
6
Tellingly, Nokia Corp. will only state that it will not import specific “Lumia” brand devices
for an uncertain amount of time in the future. Nokia Corp. refuses to represent that it will no
longer import any 3G or 4G mobile devices. 5
importations are not a defense and do not provide a sufficient basis for terminating a section 337
investigation.”). Indeed, if Nokia Corp.’s unsubstantiated and unenforceable representation were
enough to terminate a respondent, “any respondent could defeat Commission section 337
jurisdiction prior to the conclusion of an investigation by ceasing importation of the subject
merchandise, avoid the consequences of the violation, and then begin importing again once the
337 investigation was terminated.” (InterDigital Br. at Ex. 2, Certain Molded-In Sandwich
Panel Inserts, Inv. No. 337-TA-99, Commission Action and Order, USITC Pub. 1297, 1982 ITC
LEXIS 137 at *33-34.)
Movants’ argument that their request to “substitute” parties cannot be understood
as constituent requests to add one party and to terminate another is inconsistent with their own
description of the request. (See Mot. No. 868-117 at Ex. H, Agreement Regarding Pending
Litigation, at ¶ 3). The proposed reply further ignores entirely the dispositive precedent cited in
InterDigital’s opposition that Nokia Corp.’s unsubstantiated and unenforceable claims to cease
importation are insufficient to warrant its termination from this Investigation. Accordingly, no
good cause exists to file a reply. For these reasons, and as set forth in InterDigital’s response to
Movants’ underlying Mot. No. 800-117, InterDigital respectfully requests the ALJ (i) deny
Movants’ motion for leave to reply, (ii) amend the Complaint and Notice of Investigation to add
MMO as a respondent, (iii) deny Nokia Corp.’s request to be terminated, and (iv) grant any other
relief the ALJ deems just. 6
Respectfully Submitted,
Dated: June 5, 2014 /s/ Bert C. Reiser
Maximilian A. Grant
Bert C. Reiser
Jonathan D. Link
LATHAM & WATKINS LLP
555 Eleventh Street, NW, Suite 1000
Washington, DC 20004
Telephone: (202) 637-2200
Facsimile: (202) 637-2201
Ron E. Shulman
LATHAM & WATKINS LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600
Julie M. Holloway
LATHAM & WATKINS LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111-6538
Telephone: (415) 391-0600
Facsimile: (415) 395-8095
David S. Steuer
Michael B. Levin
Maura L. Rees
WILSON SONSINI GOODRICH &
ROSATI
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300
Facsimile: (650) 493-6811
Counsel for Complainants
InterDigital Communications, Inc.,
InterDigital Technology Corporation, and
IPR Licensing, Inc., and InterDigital
Holdings, Inc. 337-TA-868
1
CERTIFICATE OF SERVICE
It is hereby certified that copies of INTERDIGITAL’S OPPOSITION TO NOKIA
CORPORATION, NOKIA INC., AND MICROSOFT MOBILE OY’S MOTION FOR
LEAVE TO FILE A REPLY REGARDING THEIR MOTION TO SUBSTITUTE
PARTIES AND AMEND THE NOTICE OF INVESTIGATION [MOT. NO. 868-118]
were served on June 5, 2014 as follows:
The Honorable Lisa R. Barton
Secretary to the Commission
U.S. International Trade Commission
500 E Street, S.W., Room 112A
Washington, DC 20436
By EDIS
The Honorable Theodore R. Essex
Administrative Law Judge
U.S. International Trade Commission
500 E Street, S.W., Room 317
Washington, D.C. 20436
By Hand Delivery (2 copies) and
email: Tamara.Foley@usitc.gov
Lisa Murray
Office of Unfair Import Investigations
U.S. International Trade Commission
500 E Street, S.W., Room 401
Washington, D.C. 20436
By email:
lisa.murray@usitc.gov
Stephen J. Rosenman, Esq.
ROPES & GRAY LLP
One Metro Center
700 12th Street NW, Suite 900
Washington, DC 20005
Counsel for Respondents Samsung Electronics Co.,
Ltd., Samsung Electronics America, Inc., and Samsung
Telecommunications America, LLC
By email:
RopesITC868@ropesgray.com
WCITC868@wc.com
Marsha E. Mullin
ALSTON &BIRD LLP
333 South Hope Street
16th Floor
Los Angeles, CA 90071
Counsel for Respondents Nokia Corporation and
Nokia Inc.
Counsel for Microsoft Mobile Oy:
By email:
868NokiaIDC@alston.com
337-TA-868
2
InterDigtial's Conditional Motion to Amend the Notice of Investigation to Add Microsoft Mobile Oy as Respondent and Request for Shortened Response Time (filed 6/5/14 at 4:29PM)
INTERDIGITAL’S CONDITIONAL MOTION TO AMEND THE NOTICE OF
INVESTIGATION TO ADD MICROSOFT MOBILE OY AS RESPONDENT
AND
REQUEST FOR A SHORTENED RESPONSE TIME
Pursuant to Commission Rules 210.14, 210.15, and Ground Rule 3.1,
Complainants InterDigital Communications, Inc., InterDigital Technology Corporation, IPR
Licensing, Inc., and InterDigital Holdings, Inc. (“InterDigital”) respectfully conditionally move
to amend the Notice of Investigation to add Microsoft Mobile Oy (“MMO”) as a respondent in
view of MMO’s recent acquisition of Respondents Nokia Corporation and Nokia Inc.’s
(“Nokia”) Devices and Services (“D&S”) business unit. Additionally, given that (i) Nokia and
MMO are fully aware of this issue, having themselves raised it before the ALJ in Mot. No. 868-
117, (ii) Nokia and MMO have already admitted the pertinent facts regarding MMO’s
importation of accused devices and participation in this Investigation, and (iii) the initial
determination is due to issue on or before June 13, 2014, InterDigital respectfully requests a
shortened response time of Tuesday, June 10, 2014 for responses to this Motion. Good cause
exists to grant this motion because MMO has admitted its ongoing and intimate involvement in 2
the relevant commerce and, given that MMO has voluntarily stepped into Nokia’s shoes as a
self-described “successor-in-interest,” there would be no prejudice to any party.
The instant motion is conditioned on the ALJ denying to add MMO as a
respondent as a result of Nokia’s and MMO’s (collectively, “Movants”) Motion to Substitute
Parties and Amend the Notice of Investigation (“Motion to Substitute”). (Motion Docket No.
868-117.) As set forth more fully in InterDigital’s May 30, 2014 Consent to the Addition of
Microsoft Mobile Oy as a Respondent and Opposition to Nokia’s Request For Termination In
Response to Movants Motion to Substitute (“InterDigital Br.”) and InterDigital’s June 5, 2014
Opposition to Movants’ Motion For Leave to File a Reply Regarding Their Motion To Substitute
Parties and Amend the Notice of Investigation (“InterDigital Opp.”), all parties agree that MMO
imports accused Nokia Lumia devices and thus should be added as a respondent in this
investigation. Both InterDigital and the Staff support Movants’ Motion to Substitute in part to
the extent it requests to amend the Notice of Investigation to add MMO as a respondent.1
But
Movants now claim, despite all appearances and logic to the contrary, that their Motion to
Substitute does not include a request to add MMO as a respondent, and that InterDigital must
separately move to amend the Notice of Investigation to add MMO as a respondent. InterDigital
disagrees, but to the extent the ALJ deems such a separate motion necessary, InterDigital files
this conditional motion to amend the Notice of Investigation to add MMO as a respondent.
GROUND RULE 3.2 CERTIFICATION
Pursuant to Ground Rule 3.2, InterDigital certifies that it has made reasonable,
good-faith efforts to resolve the matter underlying this motion at least two business days prior to
its filing. In particular, InterDigital notified the parties and Staff on June 3, 2014 and indicated
1
Both InterDigital and the Staff, however, oppose Movants’ Motion to Substitute such that it
seeks to terminate Nokia Corp. from the Investigation. 3
its intent to file the instant conditional motion. The Staff supports the motion. Nokia reserves its
position on the motion until it has reviewed the moving papers. ZTE takes no position.
Respectfully Submitted,
Dated: June 5, 2014 /s/ Bert C. Reiser
Maximilian A. Grant
Bert C. Reiser
Jonathan D. Link
LATHAM & WATKINS LLP
555 Eleventh Street, NW, Suite 1000
Washington, DC 20004
Telephone: (202) 637-2200
Facsimile: (202) 637-2201
Ron E. Shulman
LATHAM & WATKINS LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600
Julie M. Holloway
LATHAM & WATKINS LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111-6538
Telephone: (415) 391-0600
Facsimile: (415) 395-8095
David S. Steuer
Michael B. Levin
Maura L. Rees
WILSON SONSINI GOODRICH &
ROSATI
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300
Facsimile: (650) 493-6811
Counsel for Complainants
InterDigital Communications, Inc.,
InterDigital Technology Corporation, and
IPR Licensing, Inc., and InterDigital
Holdings, Inc.
UNITED STATES INTERNATIONAL TRADE COMMISSION
WASHINGTON, D.C.
Before the Honorable Theodore R. Essex
Administrative Law Judge
In the Matter of
CERTAIN WIRELESS DEVICES WITH
3G AND/OR 4G CAPABILITIES AND
COMPONENTS THEREOF
Investigation No. 337-TA-868
INTERDIGITAL’S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT
OF ITS CONDITIONAL MOTION TO AMEND THE NOTICE OF INVESTIGATION
TO ADD MICROSOFT MOBILE OY AS RESPONDENT
AND
REQUEST FOR A SHORTENED RESPONSE TIME
Pursuant to Commission Rules 210.14, 210.15, and Ground Rule 3.1,
Complainants InterDigital Communications, Inc., InterDigital Technology Corporation, IPR
Licensing, Inc., and InterDigital Holdings, Inc. (“InterDigital”) respectfully conditionally move
to amend the Notice of Investigation to add Microsoft Mobile Oy (“MMO”) as a respondent due
to MMO’s recent acquisition of Respondents Nokia Corporation and Nokia Inc.’s (“Nokia”)
Devices and Services business unit. Additionally, given that (i) Nokia and MMO are fully aware
of this issue, having themselves raised it before the ALJ in Mot. No. 868-117, (ii) Nokia and
MMO have already admitted the pertinent facts regarding MMO’s importation of accused
devices and participation in this Investigation, and (iii) the initial determination is due to issue on
or before June 13, 2014, InterDigital respectfully requests a shortened response time of Tuesday,
June 10, 2014 for responses to this Motion. Good cause exists to grant this motion because
MMO has admitted its ongoing and intimate involvement in the relevant commerce and, given 5
that MMO has voluntarily stepped into Nokia’s shoes as a self-described “successor-in-interest,”
there would be no prejudice to any party.
The instant motion is conditioned on the ALJ first denying to add MMO as a
respondent as a result of Nokia’s and MMO’s (collectively, “Movants”) Motion to Substitute
Parties and Amend the Notice of Investigation (“Motion to Substitute”). (Motion Docket No.
868-117.) As set forth more fully in InterDigital’s May 30, 2014 Consent to the Addition of
Microsoft Mobile Oy as a Respondent and Opposition to Nokia’s Request For Termination In
Response to Movants Motion to Substitute (“InterDigital Br.”) and InterDigital’s June 5, 2014
Opposition to Movants’ Motion For Leave to File a Reply Regarding Their Motion To Substitute
Parties and Amend the Notice of Investigation (“InterDigital Opp.”), all parties agree that MMO
imports accused Nokia Lumia devices and thus should be added as a respondent in this
investigation. Both InterDigital and the Staff support-in-part Movants’ Motion to Substitute to
the extent it requests to amend the Notice of Investigation to add MMO as a respondent.2
Movants, however, now claim that InterDigital must separately move to amend the Notice of
Investigation to add MMO as a respondent. InterDigital disagrees, but in the event the ALJ
deems such a separate motion necessary, InterDigital files this conditional motion to amend the
Notice of Investigation to add MMO as a respondent.
I. RELEVANT FACTUAL BACKGROUND
The relevant factual background relating to MMO’s acquisition of Nokia’s
Devices and Services business unit is set forth in greater detail in (i) InterDigital’s May 30, 2014
Consent to the Addition of Microsoft Mobile Oy as a Respondent and Opposition to Nokia’s
Request For Termination In Response to Movants Motion to Substitute and (ii) InterDigital’s
2
Both InterDigital and the Staff, however, oppose Movants’ Motion to Substitute such that it
seeks to terminate Nokia Corp. from the Investigation. 6
June 5, 2014 Opposition to Movants’ Motion For Leave to File a Reply Regarding Their Motion
To Substitute Parties and Amend the Notice of Investigation, both of which are incorporated
herein.
Specifically, on September 2, 2013, Nokia Corp. and Microsoft executed a Stock
and Asset Purchase Agreement (the “Purchase Agreement”) under which Microsoft acquired
certain of Nokia Corp.’s smart phone and mobile device business units. (See Motion to Substitute
at 4.) On February 26, 2014, MMO was incorporated and registered in Finland. (Motion to
Substitute at Ex. E.) Upon closing of the Purchase Agreement, “MMO acquired the assets of
Nokia Corporation primarily relating to the D&S Business as well as Nokia Corporation’s equity
interest in certain Nokia subsidiaries, including Nokia Inc.” (Id. at 5.)
As admitted by Movants in their Motion to Substitute, MMO “and its subsidiaries
(including Nokia Inc.) are now responsible for the operation of this business, including
producing, importing, and selling the mobile devices accused in this investigation.” (Motion to
Substitute at 1.) Accordingly, and “ecause this investigation implicates the business and
products that MMO has acquired… MMO will assume all of Nokia Corporation’s liabilities
arising out of this investigation...” (Id. at 2.) Based on these representations made by Nokia and
MMO, InterDigital and the Staff agreed that MMO should be added as a respondent. (See
InterDigital Br. at 1, 12; Staff Br. at 1, 3.)
In a Reply in support of their Motion to Substitute, Nokia and MMO now contend
that in reality their Motion to “substitute parties” does not include a request to add MMO as a
respondent. For the reasons set forth more fully in InterDigital’s opposition to Movants’ reply,
filed concurrently herewith, InterDigital disagrees. Nonetheless, to the extent the ALJ does not
deem Movants’ Motion to Substitute to be, in part, a request to add MMO to the investigation, 7
InterDigital hereby respectfully moves to amend the Notice of Investigation to add MMO as a
respondent.
II. LEGAL STANDARD
Commission Rule 210.14(b) provides that, after institution of an investigation, a
complaint and notice of investigation may be amended “for good cause shown and upon such
conditions as are necessary to avoid prejudicing the public interest and the rights of the parties to
the investigation.” 19 C.F.R. § 210.14(b) (2014). “Where a named respondent is acquired and
comprehensively merged into the operations of an unnamed party during the course of an
investigation, the Commission has found this to provide sufficiently good cause for amending the
complaint and notice of investigation in order to add the acquiring corporation as a named
respondent.” Certain GPS Chips, Associated Software and Systems, and Products Containing
Same, Inv. No. 337-TA-596, Order No. 22 at 5 (Nov. 16, 2007) (nonreviewed Dec. 13, 2007)
(citing Certain Electric Robots and Component Parts Thereof, Inv. No. 337-TA-530, Order No.
7 (May 2, 2005) (nonreviewed May 20, 2005)).
III. ARGUMENT
A. Good Cause Exists to Add MMO As A Respondent
Movants admit in their Motion to Substitute that “MMO and its subsidiaries
(including Nokia Inc.) are now responsible for the operation of this business, including
producing, importing and selling the mobile devices accused in this investigation.” (Motion to
Substitute at 2.) Indeed, Movants entire Motion to Substitute is premised on the fact that the
“liabilities that Microsoft agreed to assume include pending litigation concerning the D&S
Business, such as the present investigation,
3
in which a Nokia mobile device is alleged to
3
All emphasis added. 8
infringe a patent.” (Id. at 4.) Given that MMO will admittedly be involved in the accused
commerce going forward, any remedial orders resulting from this Investigation that omit MMO
would necessarily be incomplete, misleading to the U.S. Customs and Border Protection
personnel responsible for enforcing them, and highly prejudicial to InterDigital’s interests.
Further providing good cause to add MMO as a respondent, Movants themselves
admit that MMO now imports accused Nokia Lumia devices and thus should be added as a
respondent in this investigation. In particular, Movants admit that:
? “Because MMO products are at issue, … MMO must be permitted to participate
in the investigation.” (Id. at 2.)
? “MMO is the sole importer of the accused Nokia Lumia phones.” (Id. at 3.)
? “Thus, any production and sale of the accused Nokia products in this case after
the closing date will be carried out by MMO and its subsidiaries, including Nokia
Inc.” (Id. at 5.)
? “Upon closing, MMO has assumed, and will control and direct this
investigation, at MMO’s own cost and expense.” (Id.)
? “MMO thus has the sole authority to prosecute, defend, and settle [this] action.”
(Id. at 6.)
? “MMO is the real party in interest in this investigation…” (Id. at 7.)
? “MMO’s assumption of liability in this action ensures that it will bear the burden
of complying with any exclusion order that may issue in this investigation. This
renders MMO a successor-in-interest to Nokia Corporation with respect to the
D&S Business, which is the subject of this investigation. ” (Id.)
? “MMO, as the party in charge of the management and operations of Nokia’s D&S
Business, is the entity responsible for the importation and sale of the products at
issue, and will therefore be responsible for complying with any exclusion order
that may issue in this investigation.” (Id. at 8.)
The documents attached to Movants’ Motion to Substitute further confirm
MMO’s clear ongoing involvement in this Investigation: 9
? “Microsoft Mobile has agreed to assume liability for, in its entirety… [ITC Inv.
No. 337-TA-868]” (Motion to Substitute at Ex. H, Agreement Regarding Pending
Litigation.)
? “Microsoft Mobile agrees to assume, satisfy, pay, perform and discharge all past
and future losses, damages, settlement payments, awards, judgments, fines, costs
and expenses… that have arisen out of or resulted from the Actions with respect
to the assets and entities acquired from Nokia (including Nokia’s former devices
and services business segment).” (Id. at ¶ 2.)
Movants’ clear, repeated, and unambiguous representations that MMO has
stepped into the shoes of Nokia for certain of the accused devices in this Investigation, further
supported by the transaction documents themselves, demonstrate sufficient good cause to add
MMO as a respondent to this investigation in the interest of affording InterDigital effective relief
should the Commission determine there is a violation of Section 337.
B. Adding MMO as a Respondent Does Not Require A New Hearing
Movants contend without citation to any controlling authority that the addition of
MMO as a Respondent in this Investigation would entitle MMO to “the same rights as any other
party, including the right to a [new] trial.” (Reply at 1.) Movants are wrong.
Movants have already admitted that “MMO will assume the liabilities of Nokia
Corporation relating to the D&S Business, including an assumption of this investigation.”
(Motion to Substitute at 7.) MMO’s new claim that its addition as a Respondent would require a
new hearing is unsupported by any legal precedent and belied by MMO’s many admissions in
the Motion to Substitute that MMO’s “assumption of liability” and “assumption of this
investigation” would require it to “bear the burden of complying with any exclusion order that
may issue in this investigation.” (Motion to Substitute at 5-8.) Movants’ new claim that a
second, full-blown hearing involving the exact same products and exact same counsel would be
necessary reflects merely the desire of an unwilling licensee to delay the proceedings, and casts 10
in a truer light Movants’ empty pledge to “cooperate with the parties, Staff, the ALJ, and the
Commission during the remainder of this investigation.” (Id. at 8.)
Moreover, MMO has already admitted that it is a “successor-in-interest to Nokia
Corporation with respect to the D&S Business, which is the subject of this investigation.”
(Motion to Substitute at 7.) As Nokia’s successor-in-interest, MMO stands in Nokia’s shoes. See
EPROM, EEPROM, Flash Memory, And Flash Microcontroller Semiconductor Devices and
Products, Inv. No. 337-TA-395, Final Initial Determination (Mar. 19, 1998) (holding that an
entity deemed to be a “successor in interest” to another “stands in [the acquired company’s]
shoes.”) Thus, because Nokia has already fully participated in this entire Investigation, including
the evidentiary hearing, MMO, as Nokia’s successor-in-interest, is not entitled to relitigate
anything.4
Moreover, and for these same reasons, grant of this motion at this time would not
prejudice MMO or any other party in any way.
IV. CONCLUSION
For the foregoing reasons, and to the extent the ALJ determines that Movants’
Motion “to substitute parties” is not a request to add MMO as a respondent, InterDigital
respectfully requests that the ALJ (i) grant this motion to amend the Notice of Investigation to
add MMO as a respondent without also granting an additional and redundant hearing as to
MMO; and (ii) grant any other relief the ALJ deems just.
4
Indeed, Movant’s claim that a third-party acquisition of a respondent at any point in an
investigation entitles the successor-in-interest to entirely evade responsibility for the actions
of the acquired respondent would lead to an absurd result. It would provide a roadmap for
future respondents to extend perpetually Section 337 investigations and evade the
Commission’s remedial jurisdiction. Such a result would undermine the Commission’s
ability to investigate and remedy unfair trade practices. 11
Respectfully Submitted,
Dated: June 5, 2014 /s/ Bert C. Reiser
Maximilian A. Grant
Bert C. Reiser
Jonathan D. Link
LATHAM & WATKINS LLP
555 Eleventh Street, NW, Suite 1000
Washington, DC 20004
Telephone: (202) 637-2200
Facsimile: (202) 637-2201
Ron E. Shulman
LATHAM & WATKINS LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600
Julie M. Holloway
LATHAM & WATKINS LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111-6538
Telephone: (415) 391-0600
Facsimile: (415) 395-8095
David S. Steuer
Michael B. Levin
Maura L. Rees
WILSON SONSINI GOODRICH &
ROSATI
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300
Facsimile: (650) 493-6811
Counsel for Complainants
InterDigital Communications, Inc.,
InterDigital Technology Corporation, and
IPR Licensing, Inc., and InterDigital
Holdings, Inc.
Makes sense then - thanks! eom
You are correct, I will not be in such a hurry to post next time This does not change the fact that IDCC has authorized 100,000,000 shares of stock and we have 40 something million issued and outstanding. To exceed this number (a 3 for 1 split in this example) the BOD and shareholders will have to approve this change to the corporate structure and articles of incorporation. I do not see anything in the link you provided regarding PA law that allows the BOD to unilaterally change the capital structure of IDCC and increase the number of Authorized shares of common stock without shareholder approval. MAybe I missed that part as I am not a lawyer.
I thought we moved to Delaware? Regardless - my initial point is simply a 2 for 1 split requires NO approval as it falls within the Authorized share structure. A 3 for 1 split WILL require approval from shareholders and the BOD - with Institutions at 74% I cannot see them declining the increase in authorized shares. Here are the basic requirements from the SEC link:
BASIC REQUIREMENTS [hide]
Certificate of Increase of Capital Stock;
Treasurer?s Affidavit certifying the increase of capital stock, the amount subscribed and the amount received as payment;
List of stockholders as of the date of the meeting approving the increase, indicating the nationalities of the subscribers and their respective subscribed and paid-up capital on the existing authorized capital stock, as certified by the corporate secretary;
Amended Articles of Incorporation;
Notarized directors? certificate certifying (a) the amendment of the Articles of Incorporation increasing the authorized capital stock, (b) the votes of the directors and the stockholders, and (c) the date and place of the stockholders? meeting, which shall be signed by a majority of the directors and the corporate secretary; and
Endorsement/clearance from other government agencies or other SEC Departments, if applicable; and
Secretary's Certificate - notarized document signed by the corporate secretary certifying that no action or proceeding has been filed or is pending before any Court or tribunal involving an intra-corporate dispute or claim by any person or group against the directors, officers or stockholders of the Corporation.
Not quite. Shareholder approval IS required to EXCEED the AUTHORIZED shares, which IDCC has currently authorized 100,000,000 shares total. NO approval is required to do a 2 for 1 split as we have 40something million shares issued and outstanding currently. A 3 for 1 split would exceed the AUTHORIZED share limit of 100,000,000. Articles of Incorporation have to be amended: http://www.sec.gov.ph/gsr/primary/primaryreg.html#table22
Simple: Because they had AUTHORIZED shares that exceeded the number of issued shares pre split. IDCC will have to amend their corporate charter with approval from the BOD and the majority of shareholders to exceed the 100,000,000 currently authorized (IF I recall correctly). I have been looking for a a 2-1 split ever since we got below the 50,000,000 shares outstanding.
LAST I recall we are only authorized for 100,000,000 shares so a 2-1 would be the MAX stock split. Maybe someone will confirm?
Here are the first 5 pages of the staff reply (90 pages total) as the link only opens the EDIS login:
Commission Investigative Staff’s Response to the Motion of Nokia Corp., Nokia Inc., and
Microsoft Mobile OY to Substitute Parties and Amend the Notice of Investigation, and
Motion of Microsoft Mobile OY to Intervene for the Limited Purpose of Filing the Motion,
Mot. Docket No. 868-117
The Commission Investigative Staff (“Staff”) respectfully submits this response to the
May 20, 2014 motion filed by Respondents Nokia Corporation and Nokia Inc. (“Nokia”) and
proposed intervenor Microsoft Mobile OY (“MMO”) to substitute Respondent Nokia
Corporation with MMO and amend the Notice of Investigation accordingly.1
Mot. Docket
No. 868-117. For the reasons discussed below, the Staff supports the motion in part and opposes
in part. Specifically, the Staff supports the request to amend the Notice of Investigation to add
MMO as a respondent, but opposes the request to terminate Nokia Corporation from this
investigation.
I. BACKGROUND
In this investigation, Complainants InterDigital Communications, Inc., InterDigital
Technology Corporation, IPR Licensing, Inc., and InterDigital Holdings, Inc. (“InterDigital”)
have accused Nokia of violating Section 337 of the Tariff Act of 1930, as amended, by
1
The Staff does not oppose Microsoft Mobile OY’s motion to intervene for the limited purpose
of filing the motion to substitute parties and amend the notice of investigation.
-2-
manufacturing, selling for importation, importing, and/or selling after importation wireless
devices with 3G and/or 4G capabilities that infringe U.S. Patent No. 7,941,151. Compl. ¶¶ 7.18-
7.26.
On September 2, 2013, Microsoft International Holdings B.V., an affiliate of Microsoft
Corporation (“Microsoft”) entered into a Stock and Asset Purchase Agreement with Nokia
Corporation, in which Microsoft agreed to acquire “substantially all” of Nokia’s “Devices and
Services Business,” which included Nokia’s smartphone and mobile device business units. Mot.
Mem. at 4 & exs. A-D. Pursuant to that agreement, MMO, a wholly-owned subsidiary of
Microsoft, acquired Nokia’s Devices and Services Business on April 25, 2014. Id. at 4 & exs. G,
J. Nokia Inc. has become a subsidiary of MMO, while Nokia Corporation continues to exist as a
separate entity. See id. ex. J; Exhibit 1 attach. 3 (Nokia Corp. Form 6-K (Apr. 29, 2014)).
Nokia and MMO represent that Microsoft has agreed to assume liabilities primarily
relating to the Devices and Services Business, including pending litigation concerning that
business such as the current investigation. Id. at 4 & exs. C, H; see Exhibit 1 attach. 2
(Agreement Regarding Pending Litigation). They further represent that “any production and sale
of the accused Nokia products in this case after the closing date will be carried out by MMO and
its subsidiaries, including Nokia Inc. Nokia Corporation no longer has any control over these
activities.” Mot. Mem. at 5 & exs. A-C, J.
During the Ground Rule 3.2 meet-and-confer process preceding the current motion,
InterDigital posed a number of written questions to Nokia regarding the proposed substitution of
MMO for Nokia Corporation in pending litigation. In response to the question of “[w]hether and
in what way Nokia Corp. will continue to participate in the mobile telecommunications device
market in the U.S. (e.g., is Nokia Corp. prohibited from making, selling or importing its own 3G
and/or 4G wireless devices and, if so, for how long)[,]” Nokia responded as follows: -3-
Nokia Corp. is not prohibited from making, selling or importing 3G or 4G
wireless devices in the US or any other country. Nokia Corp. has, however, sold
the assets to MMO involved in its previous mobile phone business that relate to
the claims asserted by InterDigital[.] Also, as noted above, Nokia has exclusively
licensed the NOKIA mark with respect to the phones that are accused of
infringement. Each of the products accused of infringement in the actions
brought by InterDigital are included in the assets transferred to MMO.
Exhibit 1 attach. 1 at 1 (Nokia’s responses to questions posed by InterDigital).
II. DISCUSSION
The Staff supports Nokia and MMO’s request to amend the Notice of Investigation to add
MMO as a respondent in this investigation. Commission Rule 210.14(b) provides that, after
institution of an investigation, a complaint and notice of investigation may be amended “for good
cause shown and upon such conditions as are necessary to avoid prejudicing the public interest
and the rights of the parties to the investigation.” 19 C.F.R. § 210.14(b) (2014). “Where a
named respondent is acquired and comprehensively merged into the operations of an unnamed
party during the course of an investigation, the Commission has found this to provide sufficiently
good cause for amending the complaint and notice of investigation in order to add the acquiring
corporation as a named respondent.” Certain GPS Chips, Associated Software and Systems, and
Products Containing Same, Inv. No. 337-TA-596, Order No. 22 at 5 (Nov. 16, 2007)
(nonreviewed Dec. 13, 2007) (citing Certain Electric Robots and Component Parts Thereof, Inv.
No. 337-TA-530, Order No. 7 (May 2, 2005) (nonreviewed May 20, 2005)). Here, a named
Respondent, Nokia Inc., has been comprehensively merged into the operations of MMO during
the course of this investigation. In the Staff’s view, therefore, good cause exists to add MMO as
a respondent to this investigation in the interest of affording InterDigital effective relief if the
Commission finds in its favor.
The Staff does not, however, suggest that the Administrative Law Judge should substitute
MMO for Respondent Nokia Inc. Rather, in the Staff’s view, both entities should be included as -4-
respondents in this investigation. The Commission has granted motions to substitute parties in
pending investigations where a third party, rather than the named respondent, proves to have
been the entity actually responsible for the sale or importation of the accused products. See, e.g.,
Certain Semiconductor Chips and Products Containing Same, Inv. No. 337-TA-753, Order
No. 15 (Feb. 15, 2011) (nonreviewed Mar. 14, 2011). However, where a third party acquires a
respondent that has been involved in the sale and/or importation of accused products, the
Commission has added that third party as a respondent, but has retained the original respondent
as a party to the investigation. Certain GPS Chips, Order No. 22. This approach has been held
to be in the public interest because the Commission is able to resolve all claims related to the
asserted patents within a single investigation, “conserv[ing] Commission and party resources by
obviating the need for [complainant] to bring a future complaint against [the third party] for the
exact same articles and patents that are at issue in the current investigation.” Id. at 6 (citing
Certain Injectable Implant Compositions, Inv. No. 337-TA-515, Order No. 11 (Sep. 27, 2004)
for the proposition that the public interest favors resolving all claims with respect to a single
cause of action in one investigation when possible).
Moreover, the Staff does not support Nokia and MMO’s request to substitute MMO for
Respondent Nokia Corporation and to terminate Nokia Corporation from the investigation. See
19 C.F.R. § 210.21(a) (“Any party may move at any time prior to the issuance of an initial
determination on violation . . . to terminate an investigation in whole or in part as to any or all
respondents . . . for good cause[.]”). Nokia Corporation continues to exist as a separate entity,
and there is no guarantee that it will not continue to sell for importation or import articles falling
within the scope of this investigation. While Nokia asserts that “[e]ach of the products accused
of infringement in the actions brought by InterDigital are included in the assets transferred to
MMO[,]” it has also taken the position that “Nokia Corp. is not prohibited from making, selling -5-
or importing 3G or 4G wireless devices in the US or any other country.” Exhibit 1 attach. 1 at 1.
Nokia Corp. is thus free to introduce new models of 3G and 4G wireless devices in the United
States that fall within the scope of this investigation. In addition, Nokia Corp. has announced
that “n India, our manufacturing facility remains part of Nokia following the closing of the
transaction. Nokia and Microsoft have entered into a service agreement whereby Nokia would
produce mobile devices for Microsoft for a limited time.” Exhibit 1 attach. 3 at 35 (“Nokia
Corporation Interim Report for Q1 2014” at 4). In the Staff’s view, this suggests that Nokia
Corp. is likely to continue to sell accused products for importation into the United States, at least
“for a limited time.” Removing Nokia Corporation from this investigation would allow a party
properly included in the Complaint to continue its accused conduct, even if a violation of
Section 337 is found and an exclusion order issues in this investigation. Accordingly, the Staff
submits that the good cause required by 19 C.F.R. § 210.21(a) to terminate the investigation as to
Nokia Corporation does not exist.
Respectfully submitted,
/s/ Lisa A. Murray
Margaret D. Macdonald, Director
Jeffrey T. Hsu, Supervisory Attorney
Lisa A. Murray, Investigative Attorney
OFFICE OF UNFAIR IMPORT INVESTIGATIONS
U.S. International Trade Commission
500 E Street SW, Suite 401
Washington, DC 20436
202-205-2734
202-205-2158 (facsimile)
Surely there cannot be any such thing as a CALL OPTION involved in the financing since you said it was only a warrant and not a call??
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=102566275
MY POINT was and is Barclay's can loan stock - up to 7 million shares - that have not yet been issued by IDCC and they are covered in the financing and subsequent hedging. That is the topic.
Thanks,
Semantically speaking ~ yes and no. The debt financing warrants ARE OPTIONS - as defined by the SEC in the link you provided and I copied in my initial reply and again listed below - not defined by me. Also, as you know OPTIONS are issued by the CBOE and represent underlying existing securities. The warrants/OPTIONS would be issued BY IDCC to cancel the debt financing from Barclay's and represent an addition potential 4 million shares (7 million MAXIMUM) that have not yet been issued by IDCC.
My point is this: it appears Barclay's can loan IDCC stock with no fear of "failure to deliver" on up to 7 million (page 20) shares of IDCC till August 16th 2016 for a small fee - page 8 and top of page 9. Look under "Borrow Cost", "Maximum Stock Loan Rate", "Initial Stock Loan Rate" and "Hedging Party". Correct??? Maybe Barclay's is loaning IDCC stock to supplement their fees and rate of return?? Granted - the numbers do not make sense as it seems to be a loosing situation for Barclay's until IDCC is trading above the warrant/option exercise of $55.68 on the 1200M and $66.35 for the 27.6 financing million fee. COULD Barclay's be the supply for IDCC shares that have not yet been issued by IDCC to cancel the debt?? It's a valid question imho and the whole point of my posting.
Thank you.
Hydro_gen
www.sec.gov/Archives/edgar/data/1405495/000095012311032572/w82287exv10w3.htm
http://investorshub.advfn.com/boards/replies.aspx?msg=102566275
Your private message was received. HOW can I reply without violating the TOS for this site? Your reply was getting to my point of this all. Thanks!
Thanks olddog967 - I am FULLY aware of that. By definition an option allows someone to either buy (call) or sell (put) a security at a specified price within a specified period of time. I was referring to the fact that there are NO "options" for IDCC past Jan 2015 - OTHER than the Barclay financing deal. It is and was "technically" a convertible note offering and has NOTHING to do with the CBOE as it is filed with the SEC. From the link you listed below "For purposes of the Equity Definitions, the Transaction shall be deemed to be a Share Option Transaction, and each reference herein to a Warrant shall be deemed to be a reference to a Call or an Option, as context requires."
From the IDCC PR December 13, 2012
InterDigital Announces Conversion Rate Adjustment to 2.50% Senior Convertible Notes Due 2016
WILMINGTON, Del.--(BUSINESS WIRE)-- InterDigital, Inc. (NASDAQ: IDCC) announced today an adjustment to the conversion rate applicable to its 2.50% Senior Convertible Notes due 2016.On December 2, 2012, the company's Board of Directors declared a special cash dividend of $1.50 per share on its common stock. The dividend is payable on December 28, 2012 to stockholders of record as of the close of business on December 17, 2012. In connection with the special dividend, the conversion rate applicable to the convertible notes increased to 17.9580 shares of common stock per $1,000 principal amount of the convertible notes. The conversion rate adjustment became effective immediately after 9 a.m., New York City time, on December 13, 2012, the ex-dividend date for the special dividend.
There was a $27,000,000 premium for financing the deal that is convertible at $66.3528 or 415,958.33 shares. That leaves a balance of $200,000,000 convertible at 17.9580 shares per $1,000 principle or 3,591,600 shares. SO - the Barclay's financing deal could represent 4,007,558 additional shares of IDCC that could be issued to cancel the debt on or before August 16th 2016. Page 20 states a MAXIMUM share of 7,000,000 including deficit shares. I am not sure how they calculated that number as I only gave this a cursory glance - however - what did stick out was the bottom of page 8 and top of page 9. Did I read that correctly that Barclay's can loan the stock for a rate between 25bp and a maximum 200bp - or .25% to 2.0% to a third party market participant?? Hummmmmm.....this conversation started about IDCC having no "options" past Jan 2015.
I have garlic scapes that need to be harvested this afternoon so I will give this a thorough read later tonight.
THANKS for posting the SEC.GOV document link!!
PEACE
Hydro_gen
dmiller - remove your snarky glasses and put your reading glasses on. The post you replied to was referring to options AFTER Jan 2015 and as 'greedy' as call writers have been in the past it IS INTERESTING that there are no options listed for IDCC yet that are AFTER Jan 2015! The ONLY options I KNOW OF that are AFTER JAN 2015 are within the $200,000,000 financing deal on Barclay convertibles. Granted the option exchanges implemented "rule changes" based on volume.......
PEACE
Hydro_gen
QUOTE:
Hate to burst your bubble but IDCC mgt doesn't have any say so whatsoever when it comes to anything options related. So much fo the conspiracy theories. That being the case,there is no way the January 15's options haven't been released due to them going to be bought out. There are plenty of stocks that don't have Jan 15's listed yet.
Quote:
Hmmmm....still no options offered after Jan 2015
Makes ya go Hmmmmmm ? Maybe does someone know that IDCC will be part of another company by then.....so why go to the effort?
Pure speculation..... but it does make me wonder.
Especially if you're an investor seeing the planets line up and looking for such said options.
olddog967 - thanks. The question is this: With your research prowess can you tell us if IDCC has ever had 'only' 8 months of options? I ask because I cannot recall IDCC ever having "only eight months" of options, at least since I made my first purchase in December 1999.
With the S/I being what it is options were the 'only' way to cover a short position other than open purchases. And then there is the Barclay's $200,000,000 debt financing convertible in 2016. $1,000 = 17.9580 shares or 3,591,600 shares at $55.68 each to be exact.
I have wondered if this could have 'something' to do with the lack of options? Anyone else have any thoughts on this??
Thanks.
Hydro_gen
NO kidding?? From your reply below: ...longer than ONE YEAR.... So, my question remains unanswered does it not? And again as requested DELETE the word LEAP. IDCC currently has options out till Jan 2015. Eight months from now.
Please answer the question already stated if possible. Has IDCC had any gaps like this in options in the past or not??
And to iterate, thank you.
Hydro_gen
olddog967 that reply addresses LEAPS, which are by definition Long-Term Equity Anticipation Securities. In my post that you replied to and listed below, I should not have used the term LEAPS. I will ask again now that it has been brought up again by snimmitt:
SO - any ideas as to why there are NO options on IDCC past Jan 2015?? Has the lack of options (only 8 months which is "short" term imho) occurred with IDCC in the past 5 years or so?? Or ever??
Thanks,
Hydro_gen
25 business days till the initial 337-868 ruling on 6/13. The date of 6/13 is ironic to me as Judge Essex is also presiding over the 337-613 remand - now in year number seven. Speaking of sevens - depending on the 868 initial ID the 7 year old APPL fruit will either rot or ripen IDCC's revenues further in July. All it takes is one elusive patent violation in IDCC's favor and the earnings 'canning' will begin in earnest. imho
PEACE
Hydro_gen
A through history and class is here: www.hemphasis.net
PEACE
Hydro_gen
Thanks for the reply Olddog - Having known the answer, I should not have used the word LEAP as any new LEAP's would be written Jan 2016 and beyond.
SO - any ideas as to why there are NO options on IDCC past Jan 2015?? Has the lack of options (only 8 months) occurred with IDCC in the past 5 years or so?? The JAJO cycle has no AJO options so I am curious if this has happened in the past.
Thanks!
Hydro_gen
WRONG! Try again...........