ELECTRO
SCIENTIFIC INDUSTRIES INC. (ESIO)
|
(Name
of Issuer)
|
Common
Stock
|
(Title
of Class of Securities)
|
285229100
|
(CUSIP
Number)
|
David
Nierenberg
The
D3 Family Funds
19605
NE 8th Street
Camas,
WA 98607
(360)
604-8600
|
With
a copy to:
|
Henry
Lesser, Esq.
|
DLA
Piper LLP (US)
|
2000
University Avenue
|
East
Palo Alto, CA 94303
|
(650)
833-2000
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
February
24, 2010
|
(Date
of Event which Requires Filing of this
Statement)
|
Cusip
285229100
|
Page
2 of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The
D3 Family Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Washington
|
NUMBER
OF SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
0
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
571,399
Common shares (2.1%)
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
571,399
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For
the reporting person listed on this page, 571,399; for all reporting
persons as a group, 3,818,984 shares (13.9%)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
™
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
Cusip
285229100
|
Page
3 of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The
D3 Family Bulldog Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Washington
|
NUMBER
OF SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
0
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
2,422,326
common shares (8.8%)
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
2,422,326
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For
the reporting person listed on this page, 2,422,326; for all reporting
persons as a group, 3,818,984 shares (13.9%)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
™
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
Cusip
285229100
|
Page 4
of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The
D3 Family Canadian Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(c)
x
(d)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Washington
|
NUMBER
OF SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
0
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
233,335
common shares (0.9%)
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
233,335
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For
the reporting person listed on this page, 233,335 shares; for all
reporting persons as a group, 3,818,984 shares (13.9%)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
™
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
Cusip
285229100
|
Page 5
of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The
DIII Offshore Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bahamas
|
NUMBER
OF SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
0
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
591,924
common shares (2.1%)
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
591,924
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For
the reporting person listed on this page, 591,924; for all reporting
persons as a group, 3,818,984 shares (13.9%)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
™
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
Cusip
285229100
|
Page 6
of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Nierenberg
Investment Management Company, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Washington
|
NUMBER
OF SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
0
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
3,818,984
shares (13.9%)
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
3,818,984
shares
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For
the reporting person listed on this page, 3,818,984; for all reporting
persons as a group, 3,818,984 shares (13.9%)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
™
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
|
14
|
TYPE
OF REPORTING PERSON
CO
|
Cusip
285229100
|
Page 7
of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Nierenberg
Investment Management Offshore, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bahamas
|
NUMBER
OF SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
0
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
591,924
common shares (2.1%)
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
591,924
common shares
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For
the reporting person listed on this page, 591,924; for all reporting
persons as a group, 3,818,984 shares (13.9%)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
™
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
|
14
|
TYPE
OF REPORTING PERSON
CO
|
Cusip
285229100
|
Page 8
of 10 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
David
Nierenberg
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(c)
x
(d)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
0
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
3,818,984
shares (13.9%)
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
3,818,984
shares
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For
the reporting person listed on this page, 3,818,984; for all reporting
persons as a group, 3,818,984 shares (13.9%)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
™
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
Page 9
of 10 Pages
|
|
D3
Family Fund, LP
|
1,960
|
|
D3
Family Bulldog Fund, LP
|
7,850
|
|
D3
Family Bulldog Fund, LP
|
860
|
|
DIII
Offshore Fund, LP
|
1,830
|
|
Page 10
of 10 Pages
|
D3
Family Fund, L.P., D3 Family Bulldog
|
|||
Fund,
L.P., and D3 Family Canadian Fund, L.P.
|
|||
By:
Nierenberg Investment Management
|
|||
Company, Inc.
|
|||
Its:
General Partner
|
|||
February
26, 2010
|
By:
/s/ David Nierenberg
|
||
David Nierenberg, President
|
|||
DIII
Offshore Fund, L.P.
|
|||
By:
Nierenberg Investment Management
|
|||
Offshore, Inc.
|
|||
Its:
General Partner
|
|||
February
26, 2010
|
By:
/s/ David Nierenberg
|
||
David
Nierenberg, President
|
|||
Nierenberg
Investment Management
|
|||
Company, Inc.
|
|||
February
26, 2010
|
By:
/s/ David Nierenberg
|
||
David Nierenberg, President
|
|||
Nierenberg
Investment Management
|
|||
Offshore, Inc.
|
|||
February
26, 2010
|
By:
/s/ David Nierenberg
|
||
David Nierenberg, President
|
|||
February
26, 2010
|
/s/
David Nierenberg
|
||
David Nierenberg
|