UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Power-One, Inc.

 

(Name of Issuer)

Common Stock

(Title of Class of Securities)

739308104

(CUSIP Number)

David A. Knight, c/o Stephens Inc., 111 Center Street, Little Rock, AR 72201, (501) 377-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 17, 2008

(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

 

 

CUSIP No.		739308104

* Includes 500,000 shares of the Common Stock which may be acquired upon the exercise of warrants exercisable within sixty days of the date hereof. Such warrants are owned by PWER Bridge, LLC, an affiliate of reporting person.

CUSIP No.		739308104

CUSIP No.		739308104

CUSIP No.		739308104

CUSIP No.		739308104

CUSIP No.		739308104

CUSIP No.		739308104

CUSIP No.		739308104

CUSIP No.		739308104

CUSIP No.		739308104

CUSIP No.                      739308104               

Introductory Statement

          This Amendment No. 10 to Schedule 13D relates to the common stock, par value $.001 per share (the “Common Stock”), of Power-One, Inc. (“Power One”). This Amendment No. 10 amends and supplements (i) the Schedule 13D initially filed by the reporting persons on June 11, 1998, (ii) Amendment No. 1 to the Statement filed by the reporting persons on October 28, 1999, (iii) Amendment No. 2 to the Statement filed by the reporting persons on June 19, 2000, (iv) Amendment No. 3 to the Statement filed by the reporting persons on August 7, 2000, (v) Amendment No. 4 to the Statement filed by the reporting persons on November 30, 2000, (vi) Amendment No. 5 to the Statement filed by the reporting persons on December 7, 2001, (vii) Amendment No. 6 to the Statement filed by the reporting persons on March 13, 2003, (viii) Amendment No. 7 to the Statement filed by the reporting persons on February 14, 2008, (ix) Amendment No. 8 to the Statement filed by the reporting persons on March 13, 2008, and (x) Amendment No. 10 to the Statement filed by the reporting persons on March 17, 2008 (collectively, the “Prior Filings” and collectively with this Amendment No. 10, this “Statement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Prior Filings. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Prior Filings.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

          Item 3 is supplemented by adding the following:

          On June 17, 2008, Power One retired all outstanding indebtedness owed to Power Bridge, LLC (“PWER Bridge”), a company wholly owned by Stephens Investments Holdings LLC which, in turn, is owned by Warren A. Stephens. Upon the retirement of the indebtedness, certain rights to Warrants previously granted by Power One to PWER Bridge exercisable for up to 1,500,000 shares of the Common Stock were terminated prior to vesting. PWER Bridge continues to own vested Warrants exercisable for up to 500,000 shares of the Common Stock. All of the Warrants were granted to PWER Bridge in connection with the Amended Loan Agreement entered into between PWER Bridge and Power One on March 6, 2008.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

          Item 5(a) is amended and restated to read in its entirety as follows:

                    (a) The following table discloses the beneficial ownership of the Common Stock by the reporting persons and their respective directors and control persons. Because of interrelationships among the various reporting persons, certain shares of the Common Stock may be reported as being beneficially owned by more than one person.

		Number of
		Shares				Percent of
		Beneficially				Outstanding		Voting Power				Dispositive Power
Name		Owned				Shares(1)		Sole		Shared		Sole				Shared
Jackson T. Stephens Trust One			143,389			0.2		143,389		0			143,389			0
Warren A. Stephens(2)			5,573,380			6.3		5,102,451		470,929			5,102,451			470,929
Warren and Harriet Stephens Children’s Trust			220,939			0.3		220,939		0			220,939			0
Harriet C. Stephens Trust			85,348			0.1		85,348		0			85,348			0
Harriet C. Stephens(3)			85,348			0.1		85,348		0			85,348			0
Warren Miles Amerine Stephens Trust			130,171			0.1		130,171		0			130,171			0
John Calhoun Stephens Trust			130,171			0.1		130,171		0			130,171			0
Laura Whitaker Stephens Trust			130,171			0.1		130,171		0			130,171			0
Douglas H. Martin(4)			113,114			0.1		92,317		20,797			92,317			20,797
Curtis F. Bradbury(5)			560,404			0.6		318,668		241,736			318,668			241,736

CUSIP No.                      739308104               

                         (1) Based on 87,348,256 shares reported by Power One as outstanding on the date of filing of this Amendment No. 10.

                         (2) Includes 130,171 shares owned by each of Warren Miles Amerine Stephens Trust, John Calhoun Stephens Trust, and Laura Whitaker Stephens Trust, as to which Mr. Stephens, as sole Trustee, has sole voting power and sole dispositive power, 143,389 shares owned by Jackson T. Stephens Trust No. One as to which Mr. Stephens, as Co-Trustee with Jon E.M. Jacoby, has shared voting power and shared dispositive power, 3,411,818 shares owned by Stephens Investments Holdings LLC as to which Mr. Stephens, as Manager, has sole voting power and sole dispositive power, and 200,120 shares owned by Warren A. Stephens IRA as to which Mr. Stephens has sole voting power and sole dispositive power. Also includes 8,347 shares owned by Stephens Investment Partners 2000A LLC, 12,095 shares owned by Stephens Investment Partners 2000B LLC, and 355 shares owned by Stephens Investment Partners 2001B LLC, as to which Mr. Stephens, as Co-Manager, has shared voting power and shared dispositive power. Also includes 85,804 shares held by Stephens Inc. in discretionary customer accounts as to which Mr. Stephens, as President of Stephens Inc., has shared voting power and shared dispositive power, and 220,939 shares owned by Warren and Harriet Stephens Childrens Trust for benefit of reporting person’s children as to which Mr. Stephens may be deemed to have shared voting and dispositive power. Also includes 600,000 shares held by Stephens Inc. in its inventory as to which Mr. Stephens has sole voting power and sole dispositive power. Also includes 500,000 shares which may be acquired upon the exercise of warrants held by PWER Bridge which are exercisable within sixty days of the date hereof.

                         (3) Includes 85,348 shares beneficially owned by Harriet Calhoun Stephens Trust, of which Harriet C. Stephens is a trustee. Excludes shares beneficially owned by Harriet Calhoun Stephens’ husband, Warren A. Stephens.

                         (4) Includes 5,908 shares owned by Martin Family Partnership IV as to which Mr. Martin has sole voting power and sole dispositive power. Also includes 39,629 shares owned individually and 42,780 shares owned by Mr. Martin’s IRA as to which Mr. Martin has sole voting power and sole dispositive power. Also includes 8,347 shares owned by Stephens Investment Partners 2000A LLC, 12,095 shares owned by Stephens Investment Partners 2000B LLC, and 355 shares owned by Stephens Investment Partners 2001B LLC, as to which Mr. Martin, as Co-Manager of the LLCs, has shared voting power and shared dispositive power. Also includes 1,000 shares owned by each of four minor children.

                         (5) Includes 317,168 shares owned individually and 1,500 shares owned by Curtis F. Bradbury, III, Mr. Bradbury’s minor child, as to which Mr. Bradbury has sole voting power and sole dispositive power. Also includes 8,347 shares owned by Stephens Investment Partners 2000A LLC, 12,095 shares owned by Stephens Investment Partners 2000B LLC, and 355 shares owned by Stephens Investment Partners 2001B LLC, as to which Mr. Bradbury, as Co-Manager of the LLCs, has shared voting power and shared dispositive power. Also includes 220,939 shares owned by Warren and Harriet Stephens Children’s Trust as to which Mr. Bradbury, as Co-Trustee, has shared voting power and shared dispositive power.

          Item 5(b) is supplemented by adding the following:

                    On June 17, 2008, certain rights to Warrants held by PWER Bridge exercisable for up to 1,500,000 shares of the Common Stock were terminated prior to vesting upon the retirement of indebtedness owed by Power One to PWER Bridge. PWER Bridge is wholly owned by Stephens Investments Holdings LLC which, in turn, is owned by Warren A. Stephens.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

                    Agreement to File Joint Schedule 13D

CUSIP No.                      739308104               

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.

June 25, 2008
Date

		/s/ David A. Knight
		David A. Knight, as attorney in fact for Jackson T. Stephens Trust No. One, Warren A. Stephens, Warren & Harriet Stephens Children’s Trust, Harriet C. Stephens Trust, Harriet C. Stephens, Warren Miles Amerine Stephens Trust, John Calhoun Stephens Trust, Laura Whitaker Stephens Trust, Douglas H. Martin, and Curtis F. Bradbury, Jr.