Amendment No. 1 to Schedule 13G

SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Leadis Technology, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

52171N 10 3

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)

¨	Rule 13d-1(c)

x	Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

The information required in 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).

Page 1 of 17

CUSIP No. 52171N 10 3


1.		Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Pacven Walden Ventures V, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		Citizenship or Place of Organization Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 960,065
		6. Shared Voting Power 0
		7. Sole Dispositive Power 960,065
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 960,065
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 3.4%
12.		Type of Reporting Person (See Instructions) PN

Page 2 of 17

CUSIP No. 52171N 10 3


1.		Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Pacven Walden Ventures V Associates Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		Citizenship or Place of Organization Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 2,354
		6. Shared Voting Power 0
		7. Sole Dispositive Power 2,354
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,354
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 0.01%
12.		Type of Reporting Person (See Instructions) PN

Page 3 of 17

CUSIP No. 52171N 10 3


1.		Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Pacven Walden Ventures Parallel V-A C.V.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		Citizenship or Place of Organization Netherlands


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 22,126
		6. Shared Voting Power 0
		7. Sole Dispositive Power 22,126
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 22,126
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 0.08%
12.		Type of Reporting Person (See Instructions) PN

Page 4 of 17

CUSIP No. 52171N 10 3


1.		Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Pacven Walden Ventures Parallel V-B C.V.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		Citizenship or Place of Organization Netherlands


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 22,126
		6. Shared Voting Power 0
		7. Sole Dispositive Power 22,126
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 22,126
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 0.08%
12.		Type of Reporting Person (See Instructions) PN

Page 5 of 17

CUSIP No. 52171N 10 3


1.		Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Pacven Walden Ventures V-QP Associates Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		Citizenship or Place of Organization Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 15,478
		6. Shared Voting Power 0
		7. Sole Dispositive Power 15,478
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 15,478
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 0.05%
12.		Type of Reporting Person (See Instructions) PN

Page 6 of 17

CUSIP No. 52171N 10 3


1.		Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Lip-Bu Tan
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 93,624*
		6. Shared Voting Power 1,022,149**
		7. Sole Dispositive Power 93,624*
		8. Shared Dispositive Power 1,022,149**


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,115,773* **
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 3.93%
12.		Type of Reporting Person (See Instructions) PN

*	Includes 3,000 each by two children, 69,812 by Lip-Bu Tan & Ysa Loo Trust and 17,812 shares issuable pursuant to options exercisable within 60 days of December 31, 2005.

Includes 960,065 shares held by Pacven Walden Ventures V, L.P., 2,354 shares held by Pacven Walden Ventures V Associates Fund, L.P., 22,126 shares held by Pacven Walden Ventures Parallel V-A C.V., 22,126 shares held by Pacven Walden Ventures Parallel V-B C.V and 15,478 shares held by Pacven Walden Ventures V-QP Associates Fund, L.P. The Reporting Person is a member of the Investment Committee of Pacven Walden Management Co. Ltd. (“Pacven”) and shares voting and investment power with respect to the shares held by such entity. Pacven is the sole voting shareholder of Pacven Walden Management V Co. Ltd (“Pacven V”). Pacven V is the general partner of each of the entities listed above. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

Page 7 of 17

CUSIP No. 52171N 10 3


1.		Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Nancy Lee
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 500*
		6. Shared Voting Power 1,022,149*
		7. Sole Dispositive Power 500*
		8. Shared Dispositive Power 1,022,149**


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,022,649***
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 3.6%
12.		Type of Reporting Person (See Instructions) PN

*	Includes 500 shares held by Nancy Lee.

Page 8 of 17

CUSIP No. 52171N 10 3


1.		Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Andrew Kau
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 752*
		6. Shared Voting Power 1,022,149**
		7. Sole Dispositive Power 752*
		8. Shared Dispositive Power 1,022,149**


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,022,901***
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 3.6%
12.		Type of Reporting Person (See Instructions) PN

*	Includes 752 shares held by Laura L. Hattendorf and Andrew Kau, Trustee UTD 11/3/03.

Page 9 of 17

CUSIP No. 52171N 10 3


1.		Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Tzu-Hwa Hsu
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 5,852*
		6. Shared Voting Power 1,022,149**
		7. Sole Dispositive Power 5,852*
		8. Shared Dispositive Power 1,022,149**


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,028,001***
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 3.6%
12.		Type of Reporting Person (See Instructions) PN

*	Includes 5,852 shares held by Tzu-Hwa Hsu.

Page 10 of 17

Item 1.

(a)

Leadis Technology, Inc.

(b)

474 Potrero Avenue, Suite A

Sunnyvale, CA 94085-4117

Item 2.

(a)

Name of Person Filing

Exhibit A is hereby incorporated by reference

(b)

Address of Principal Business Office or, if none, Residence

See Exhibit A

(c)

Citizenship

See Exhibit A

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

52171N 10 3

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J)

Not applicable

Page 11 of 17



Item 4.	Ownership

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount Beneficially Owned: See Exhibit B which is hereby incorporated by reference and related pages 2 to 10.

	(b)	Percent of Class: See Exhibit B which is hereby incorporated by reference and related pages 2 to 10.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote See Footnote ***

		(ii)	Shared power to vote or to direct the vote See Footnote ***

		(iii)	Sole power to dispose or to direct the disposition of See Footnote ***

		(iv)	Shared power to dispose or to direct the disposition of See Footnote ***
	*** See Exhibit B which is hereby incorporated by reference and related pages 2 to 10. Lip-Bu Tan, Nancy Lee, Andrew Kau and Tzu-Hwa Hus are members of the Investment Committee of Pacven Walden Management Co. Ltd. (“Pacven”) and shares voting and investment power with respect to the shares held by such entity. Pacven is the sole voting shareholder of Pacven Walden Management V Co. Ltd (“Pacven V”). Pacven V is the general partner of each of Pacven Walden Ventures V, L.P., Pacven Walden Ventures V Associates Fund, L.P., Pacven Walden Ventures Parallel V-A C.V., Pacven Walden Ventures Parallel V-B C.V and Pacven Walden Ventures V-QP Associates Fund, L.P. As such, they share the voting and disposition powers over the shares held by the partnerships.

Item 5.	Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not Applicable

Item 8.	Identification and Classification of Members of the Group Not Applicable

Item 9.	Notice of Dissolution of a Group Not Applicable

Item 10.	Certification Not Applicable

Page 12 of 17

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.

February 10, 2006

Date

PACVEN WALDEN VENTURES V, L.P.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

PACVEN WALDEN VENTURES V ASSOCIATES FUND, L.P.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

PACVEN WALDEN VENTURES PARALLEL V-A C.V.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

PACVEN WALDEN VENTURES PARALLEL V-B C.V.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

Page 13 of 17

PACVEN WALDEN VENTURES V-QP ASSOCIATES FUND, L.P.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

/s/ Lip-Bu Tan

Signature

Lip-Bu Tan

Name

/s/ Nancy Lee

Signature

Nancy Lee

Name

/s/ Andrew Kau

Signature

Andrew Kau

Name

/s/ Tzu-Hwa Hsu

Signature

Tzu-Hwa Hsu

Name

Page 14 of 17

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Leadis Technology, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 10th day of February, 2006.

PACVEN WALDEN VENTURES V, L.P.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

PACVEN WALDEN VENTURES V ASSOCIATES FUND, L.P.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

PACVEN WALDEN VENTURES PARALLEL V-A C.V.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

PACVEN WALDEN VENTURES PARALLEL V-B C.V.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

Page 15 of 17

PACVEN WALDEN VENTURES V-QP ASSOCIATES FUND, L.P.

/s/ Lip-Bu Tan

Signature

Director

Name/Title

/s/ Lip-Bu Tan

Signature

Lip-Bu Tan

Name

/s/ Nancy Lee

Signature

Nancy Lee

Name

/s/ Andrew Kau

Signature

Andrew Kau

Name

/s/ Tzu-Hwa Hsu

Signature

Tzu-Hwa Hsu

Name

Page 16 of 17

EXHIBIT B TO SCHEDULE 13G (AMENDMENT NO.1) – LEADIS TECHNOLOGY, INC.


Name of Originator	Aggregate Number of Shares Beneficially Owned				% of Total Shares
Name of Originator	Individual		Aggregate		% of Total Shares
Pacven Walden Ventures V, L.P.	960,065				3.40	%
Pacven Walden Ventures V Associates Fund, L.P.	2,354				0.01	%
Pacven Walden Ventures Parallel V-A C.V.	22,126				0.08	%
Pacven Walden Ventures Parallel V-B C.V.	22,126				0.08	%
Pacven Walden Ventures V-QP Associates Fund, L.P.	15,478				0.05	%
Lip-Bu Tan	93,624	Note 2	1,022,149	Note 1	3.60	%
Nancy Lee	500		1,022,649	Note 1	3.60	%
Andrew Kau	752		1,022,901	Note 1	3.60	%
Tzu-Hwa Hsu	5,852		1,028,001	Note 1	3.60	%

The address for all of the above is: One California Street, 28^th Floor, San Francisco, CA 94111

Pacven Walden Ventures V, L.P., Pacven Walden Ventures V Associates Fund, L.P. and Pacven Walden Ventures V-QP Associates Fund, L.P are organized in the Cayman Islands and Pacven Walden Ventures Parallel V-A C.V. and Pacven Walden Ventures Parallel V-B C.V. are organized in the Netherlands. The individuals are all U.S. citizens and residents.

None of the above has been convicted in any criminal proceedings nor have they been subject to judgments, decrees, or final orders enjoining future violations of Federal or State securities laws.

All of the parties are individuals or entities in the venture capital business.

Note 1: Includes individual shares plus all shares held by the following partnerships: Pacven Walden Ventures V, L.P., Pacven Walden Ventures V Associates Fund, L.P., Pacven Walden Ventures Parallel V-A C.V., Pacven Walden Ventures Parallel V-B C.V. and Pacven Walden Ventures V-QP Associates Fund, L.P. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

Note 2: Includes 3,000 each by two children, 69,812 by Lip-Bu Tan & Ysa Loo Trust and 17,812 shares issuable pursuant to options exercisable within 60 days of December 31, 2005.

Page 17 of 17