SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

 

Mitel Networks Corporation

(Name of Company)

Common Shares, No Par Value

(Title of Class of Securities)

60671Q104

(CUSIP Number)

Paul Chiarelli

President

Wesley Clover International Corporation

390 March Road, Suite 110,

Ottawa, Ontario K2K 0G7

(613) 271-6305

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

With a Copy to:

James Lurie, Esq.

Osler, Hoskin & Harcourt LLP

620 8^th Avenue, 36^th Floor

New York, New York 10018

(212) 867-5800

May 28, 2014

(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.  ¨

 

 

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

 

 

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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

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SCHEDULE 13D

 

CUSIP No. 60671Q104

 

1		NAME OF REPORTING PERSON   Dr. Terence H. Matthews
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Canada
Number of Shares Beneficially Owned by Each Reporting Person With				7		SOLE VOTING POWER       325,723*
				8		SHARED VOTING POWER       9,780,610*
				9		SOLE DISPOSITIVE POWER       325,723*
				10		SHARED DISPOSITIVE POWER       9,780,610*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       10,106,333*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       10.2%**
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       IN

 

*	See Item 5.

**

Based on 99,015,743 common shares, without par value (the “Common Shares”), of Mitel Networks Corporation (the “Company”) outstanding as of May 9, 2014 as reported in Amendment No. 2 to the Company’s Form F-10 Registration Statement, filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2014.

 

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SCHEDULE 13D

CUSIP No. 60671Q104

 

1		NAME OF REPORTING PERSON   Kanata Research Park Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Canada
Number of Shares Beneficially Owned by Each Reporting Person With				7		SOLE VOTING POWER       - 0 -
				8		SHARED VOTING POWER       9,780,610*
				9		SOLE DISPOSITIVE POWER       - 0 -
				10		SHARED DISPOSITIVE POWER       9,780,610*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       9,780,610*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.9%**
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       CO

 

*	See Item 5

**	Based on 99,015,743 Common Shares of the Company outstanding as of May 9, 2014 as reported in Amendment No. 2 to the Company’s Form F-10 Registration Statement, filed with the SEC on May 22, 2014.

 

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SCHEDULE 13D

CUSIP No. 60671Q104

 

1		NAME OF REPORTING PERSON   4293711 Canada Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Canada
Number of Shares Beneficially Owned by Each Reporting Person With				7		SOLE VOTING POWER       - 0 -
				8		SHARED VOTING POWER       9,780,610*
				9		SOLE DISPOSITIVE POWER       - 0 -
				10		SHARED DISPOSITIVE POWER       9,780,610*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       9,780,610*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.9%**
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       HC

 

*	See Item 5

**	Based on 99,015,743 Common Shares of the Company outstanding as of May 9, 2014 as reported in Amendment No. 2 to the Company’s Form F-10 Registration Statement, filed with the SEC on May 22, 2014.

 

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SCHEDULE 13D

CUSIP No. 60671Q104

 

1		NAME OF REPORTING PERSON   Wesley Clover International Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Canada
Number of Shares Beneficially Owned by Each Reporting Person With				7		SOLE VOTING POWER       - 0 -
				8		SHARED VOTING POWER       9,780,610*
				9		SOLE DISPOSITIVE POWER       - 0 -
				10		SHARED DISPOSITIVE POWER       9,780,610*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       9,780,610*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       9.9%**
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       HC

 

*	See Item 5

**	Based on 99,015,743 Common Shares of the Company outstanding as of May 9, 2014 as reported in Amendment No. 2 to the Company’s Form F-10 Registration Statement, filed with the SEC on May 22, 2014.

 

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This Amendment No. 7 to Schedule 13D (this “Amendment No. 7”) is being filed with the Securities and Exchange Commission (the “SEC”) on behalf of Dr. Terence H. Matthews (“Dr. Matthews”), Kanata Research Park Corporation (“Kanata”), Wesley Clover International Corporation (“WCIC”) and 4293711 Canada Inc.(“4293711 Canada” and, together with Dr. Matthews, WCIC and Kanata, the “Reporting Persons”), relating to the common shares, without par value (the “Common Shares”), of Mitel Networks Corporation, a corporation existing under the laws of Canada (the “Company”). This Amendment No. 7 amends and supplements the initial statement on Schedule 13D (the “Original 13D”), filed with the SEC on July 14, 2005 by Dr. Matthews, Wesley Clover Corporation (“WCC”) and Celtic Jet Tech Limited (“Celtic”), as amended and supplemented by Amendment No. 1 on Schedule 13D, filed with the SEC on May 5, 2006, Amendment No. 2 on Schedule 13D, filed with the SEC on September 27, 2006, Amendment No. 3, which was inadvertently labeled Amendment No. 2, on Schedule 13D, filed with the SEC on September 28, 2007, each of which was filed by Dr. Matthews, WCC and Celtic, Amendment No. 4, on Schedule 13D, filed with the SEC on July 7, 2010 by Dr. Matthews, WCC, WCIC and 4293711 Canada, Amendment No. 5 on Schedule 13D, filed with the SEC on November 20, 2013, by Dr. Matthews, Kanata, WCIC and 4293711 Canada and Amendment No. 6 on Schedule 13D, filed with the SEC on February 5, 2014 by Dr. Matthews, Kanata, WCIC and 4293711 Canada.

 

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ITEM 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended and supplemented as follows:

On May 28, 2014, Kanata sold 2,300,000 Common Shares (the “Firm Shares”) in connection with a public offering of Common Shares pursuant to an underwriting agreement dated May 14, 2014, among CIBC World Markets, Inc., Cormark Securities Inc., Canaccord Genuity Corp., RBC Dominion Securities Inc., TD Securities Inc. (collectively, the “Underwriters”), the Company, Kanata and the other selling shareholders named therein (the “Underwriting Agreement”). Pursuant to the terms of the Underwriting Agreement, Kanata has granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 431,000 Common Shares (the “Option Shares”) at a price of $12.30 per share to cover over-allotments, if any, made in connection with the sale of the Firm Shares. The Over-Allotment Option may be exercised in whole or in part on or prior to June 27, 2014.

 

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ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.

Item 5 is hereby amended and supplemented as follows:

The following disclosure is based on 99,015,743 Common Shares outstanding as of May 9, 2014 as reported in Amendment No. 2 to the Company’s Form F-10 Registration Statement filed with the SEC on May 22, 2014.

(a) As of the date hereof, the Reporting Persons beneficially own the aggregate number and percentage of outstanding Common Shares set forth below:

 

Reporting Person		Aggregate Number of Shares Beneficially Owned		Percentage of Outstanding Common Shares (1)
Dr. Matthews		10,106,333 (2)(3)		10.2%
Kanata		9,780,610 (3)		9.9%
4293711 Canada		9,780,610 (3)		9.9%
WCIC		9,780,610 (3)		9.9%

 

(1)

For purposes of computing Dr. Matthews’ percentage ownership, the number of outstanding Common Shares includes all Common Shares that Dr. Matthews has a right to acquire beneficial ownership of within 60 days of the date of this Amendment No. 7 pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(2)	Consists of: (i) currently exercisable options held by Dr. Matthews to purchase 325,723 Common Shares, at a weighted average exercise price of $4.43 per share, and (ii) 9,780,610 Common Shares held by Kanata.

(3)

Dr. Matthews owns 100% of the outstanding voting shares of 4293711 Canada which in turn owns 99.9% of the outstanding voting shares of WCIC. WCIC owns 100% of the outstanding voting shares of Kanata. Pursuant to Rule 13d-3 under the Exchange Act, each of Dr. Matthews, WCIC and 4293711 Canada may be deemed the beneficial owner of all of the Common Shares beneficially owned by Kanata.

(b) Dr. Matthews

Dr. Matthews has the sole power to vote or direct the vote and sole power to dispose or direct the disposition of 325,723 Common Shares issuable upon exercise of options that are exercisable within 60 days.

Dr. Matthews has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 9,780,610 Common Shares directly owned by WCC.

 

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Kanata

Kanata has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 9,780,610 Common Shares.

Kanata does not have the sole power to vote or direct the vote or sole power to dispose or direct the disposition of any Common Shares.

4293711 Canada

4293711 Canada has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 9,780,610 Common Shares.

4293711 Canada does not have the sole power to vote or direct the vote or sole power to dispose or direct the disposition of any Common Shares.

WCIC

WCIC has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 9,780,610 Common Shares.

WCIC does not have the sole power to vote or direct the vote or sole power to dispose or direct the disposition of any Common Shares.

To the knowledge of the Reporting Persons, none of the directors or executive officers of Kanata, WCIC and 4293711 Canada beneficially own any Common Shares of the Company, except for Dr. Matthews as reported in this Amendment No. 7 and Paul Chiarelli who owns 1,067 Common Shares.

(c) During the last 60 days, other than as otherwise reported in this Amendment No. 7, there were no transactions in the Common Shares affected by the Reporting Persons nor, to the knowledge of the Reporting Persons, any of their directors or executive officers.

(d) Not applicable.

(e) WCC ceased to be the beneficial owner of more than 5% of the Common Shares when it was amalgamated into Kanata on January 1, 2013. As a result of the amalgamation, the Common Shares previously held by WCC are now beneficially owned by Kanata.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

On May 14, 2014, Kanata entered into the Underwriting Agreement as described in Item 4.

ITEM 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by adding the following exhibit:

 

99.1	Underwriting Agreement dated May 14, 2014, among the Company, Kanata, the Underwriters and the other selling shareholders named therein (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Company’s Form F-10 Registration Statement filed with the SEC on May 14, 2014).

 

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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.

Dated: June 3, 2014

 

 

 

 

 

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