UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)(1)
Aehr Test Systems
------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
------------------------------------------------
(Title of Class of Securities)
00760J108
------------------------------------------------
(CUSIP Number)
Robert G. Moses
RGM Capital, LLC
6621 Willow Park Drive
Suite One
Naples, FL 34109
(239)-593-1280
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 2006
------------------------------------------------
(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 Rule 240.13d-1(b)(e), 240.13d-1(f) or
240.13d-1(g) check the following box [ ].
CUSIP NO. 00760J108
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
RGM Capital, LLC
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 486,613**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
486,613**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,613**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.28%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00 (LLC)
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
CUSIP NO. 00760J108
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Robert G. Moses
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 509,913**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
509,913**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
509,913**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.58%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
CUSIP NO. 00760J108
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
RGM Value Opportunity Fund II, LP
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 416,187**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
416,187**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,187**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.36%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $0.01 par
value per share (the "Common Stock"), of Aehr Test Systems,
a California corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 400 Kato Terrace, Fremont, CA
94539.
ITEM 2. IDENTITY AND BACKGROUND.
(a-c, f) This Statement is filed jointly by RGM Capital, LLC
("RGM Capital"), RGM Value Opportunity Fund II, LP ("RGM Fund II"), and
Robert G. Moses (together, the "Reporting Persons"). RGM Capital, a
registered investment advisor, serves as investment manager to and has
voting and investment discretion over private investment funds and a
separately managed account. Specifically, RGM Capital acts as investment
manager to RGM Fund II. Robert G. Moses is the managing member of RGM
Capital, LLC. Robert G. Moses also manages several accounts for the benefit
of certain family members (collectively the "Accounts"). The Reporting
Persons' principal business address is located at 6621 Willow Park Drive,
Suite One, Naples, FL 34109.
(d-e) Neither RGM Capital, LLC nor Mr. Moses have during the past
five years been convicted of any criminal proceeding, nor 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 source of funds used to purchase the securities reported herein
was the working capital of private investment funds and a separately managed
account over which the reporting persons have investment discretion, and the
personal funds of certain family members of Robert G. Moses. The aggregate
funds used by the Reporting Persons to make the purchases was $605,716,
exclusive of commissions. No borrowed funds were used to purchase the
securities, other than any borrowed funds used for working capital purposes
in the ordinary course of business.
ITEM 4. PURPOSE OF TRANSACTION.
The securities reported herein were acquired for, and are being held
for, investment purposes by the Reporting Persons on behalf of private
investment funds, a separately managed account, and the Accounts. The
acquisitions of the securities reported herein were made in the ordinary
course of the Reporting Persons' business.
The Reporting Persons will take such future actions with respect
to the securities reported herein as the Reporting Persons may deem
appropriate in light of the circumstances existing, from time to time,
which may include further acquisitions of shares of Common Stock or
disposal of some or all of the shares of Common Stock currently owned by
the Reporting Persons or otherwise acquired by the Reporting Persons.
In addition, the Reporting Persons may engage in communications
with one or more shareholders, officers or directors of the Issuer,
including discussions regarding the Issuer's operations and strategic
direction that, if effected, could result in, among other things: (a)
the acquisition by the Reporting Persons of additional securities of
the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale
or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer quotation system of a
registered national securities association; (i) a class of equity securities of
the issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (j) any action similar to any of those
enumerated above. Except to the extent that the foregoing may be deemed to
be a plan or proposal, the Reporting Persons does not currently have any
plans or proposals that relate to or would result in any of the actions
specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons reserves the right, based on all relevant factors and subject to
applicable law, at any time and from time to time, to review or reconsider
their position, change their purpose, take other actions (including actions
that could involve one or more of the types of transactions or have one or
more of the results described in paragraphs (a) through (j) of Item 4 of the
Schedule 13D) or formulate and implement plans or proposal with respect to
any of the foregoing.
Any future decision of the Reporting Persons to take any such
actions with respect to the Issuer or its securities will take into account
various factors, including the prospects of the Issuer, general market and
economic conditions and other deemed relevant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b). As of the date hereof, RGM Capital, LLC may be deemed the
beneficial owner of 486,613 shares of Issuer Common Stock, representing
approximately 6.28% of the Issuer's outstanding Common Stock based upon
the 7,751,214 outstanding shares of Common Stock as reported in the
Issuer's Form 10-Q for the quarter period ended August 31, 2006.
RGM Capital shares the power to vote or direct the vote of 486,613
Shares to which this filing relates.
RGM Capital has the sole power to vote or direct the vote of 0 Shares
to which this filing relates.
RGM Capital shares the power to dispose or direct the disposition of
486,613 shares to which this filing relates.
RGM Capital has the sole power to dispose or direct the disposition of
0 shares to which this filing relates.
(a-b). As of the date hereof, Robert G. Moses may be deemed the
beneficial owner of 509,913 shares of Issuer Common Stock, representing
approximately 6.58% of the Issuer's outstanding Common Stock based upon
7,751,214 outstanding shares of Common Stock as reported in the Issuer's Form
10-Q for the quarter period ended August 31, 2006.
Robert G. Moses shares the power to vote or direct the vote of
509,913 Shares to which this filing relates.
Robert G. Moses has the sole power to vote or direct the vote of 0
Shares to which this filing relates.
Robert G. Moses shares the power to dispose or direct the disposition
of 509,913 shares to which this filing relates.
Robert G. Moses has the sole power to dispose or direct the
disposition of 0 shares to which this filing relates.
(a-b). As of the date hereof, RGM Fund II may be deemed the
beneficial owner of 416,187 shares of Issuer Common Stock, representing
approximately 5.36% of the Issuer's outstanding Common Stock based upon
7,751,214 outstanding shares of Common Stock as reported in the Issuer's
Form 10-Q for the quarter period ended August 31, 2006.
RGM Fund II shares the power to vote or direct the vote of
416,187 Shares to which this filing relates.
RGM Fund II has the sole power to vote or direct the vote of 0
Shares to which this filing relates.
RGM Fund II shares the power to dispose or direct the disposition
of 416,187 shares to which this filing relates.
RGM Fund II has the sole power to dispose or direct the
disposition of 0 shares to which this filing relates.
(c) The following purchases in the Issuer's Common Stock were
effected by the Reporting Persons on behalf of private investment funds
and a separately managed account during the sixty (60) days preceding the
date of this report. All of such transactions represent open market
transactions.
Transactions by RGM Capital, LLC:
Trade Date Shares Price/Share
--------- ----------- -----------
09/27/2006 40,000 7.3870
09/28/2006 15,000 7.1822
09/29/2006 15,000 7.2800
10/17/2006 2,249 6.6142
10/18/2006 1,553 6.6971
10/30/2006 7,700 5.4646
10/31/2006 30,000 5.6277
11/02/2006 2,249 5.2919
11/08/2006 5,000 5.2863
11/09/2006 10,000 5.3065
11/15/2006 7,600 5.2630
11/16/2006 6,740 5.2702
11/20/2006 15,000 5.0988
11/21/2006 1,200 4.9992
Transactions by RGM Value Opportunity Fund II, LP
Trade Date Shares Price/Share
--------- ----------- -----------
09/27/2006 34,560 7.3870
09/28/2006 12,973 7.1822
09/29/2006 12,953 7.2800
10/17/2006 1,945 6.6142
10/18/2006 1,343 6.6971
10/27/2006 4,829 6.0937
10/30/2006 6,659 5.4646
10/31/2006 25,939 5.6277
11/08/2006 2,018 5.2863
11/09/2006 8,556 5.3065
11/15/2006 6,574 5.2630
11/16/2006 5,886 5.2702
11/20/2006 12,842 5.0988
11/21/2006 1,000 4.9992
(c) The following sales in the Issuer's Common Stock were effected by
the Reporting Persons on behalf of private investment funds and a
separately managed account during the sixty (60) days preceding the date
of this report. All of such transactions represent open market transactions.
Transactions by RGM Capital, LLC
Trade Date Shares Price/Share
--------- ----------- -----------
09/22/2006 2,783 7.9469
09/25/2006 19,300 7.9778
09/26/2006 5,168 7.5628
Transactions by RGM Value Opportunity Fund II, LP
Trade Date Shares Price/Share
--------- ----------- -----------
09/22/2006 2,783 7.9469
09/25/2006 18,622 7.9778
09/26/2006 4,471 7.5628
(d-e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Neither of the Reporting Persons have any contract, arrangement,
understanding or relationship with any person with respect to the Common
Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
SIGNATURES
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.
November 22, 2006
----------------------------------------
(Date)
RGM Value Opportunity Fund II, LP
RGM Capital, LLC
By: /s/ Robert G. Moses
--------------------------------------
Robert G. Moses, Managing Member
/s/ Robert G. Moses
--------------------------------------
Robert G. Moses
Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 1 to Schedule 13D dated November
15, 2006, relating to the Common Stock, $.01 par value, of Aehr Test Systems
shall be filed on behalf of the undersigned.
November 22, 2006
----------------------------------------
(Date)
RGM Value Opportunity Fund II, LP
RGM Capital, LLC
By: /s/ Robert G. Moses
--------------------------------------
Robert G. Moses, Managing Member
/s/ Robert G. Moses
--------------------------------------
Robert G. Moses