jf13ga-mitel_powercorp.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden hours per response 10.4
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SCHEDULE 13G
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Mitel Networks Corporation
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(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(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)
ý Rule 13d-1(c)
¨ 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 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).
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Power Corporation of Canada/Not Applicable
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
1,981,323*
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
1,981,323*
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,981,323*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.75%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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* In connection with the initial public offering by Mitel Networks Corporation of its shares, Power Corporation of Canada (“PCC”) converted all of the Class 1 Convertible Preferred Shares it owned into common stock of Mitel Networks Corporation. The Shareholders Agreement, dated August 16, 2007, between Mitel Networks Corporation, EdgeStone Capital Equity Fund II-B GP, Inc., Power Technology Investment Corporation, Wesley Clover Corporation, Terrence H. Matthews, Celtic Tech Jet Limited, Arsenal Holdco I, S.A.R.L and Arsenal Holdco II, S.A.R.L. and Morgan Stanley Principal Investments, Inc., which was filed as Exhibit 99.3, has been terminated. The amount of common stock disclosed herein as owned by PCC reflects a change or consolidation conducted by Mitel Networks Corporation in April 2010 of its outstanding common shares on the basis of a ratio of one post-consolidation common share for every fifteen pre-consolidation common shares. The amount of common stock disclosed herein as owned by PCC includes common shares issuable upon the exercise of Warrants. In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by PCC. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
** This percentage was calculated pursuant to Rule 13d-3(d)(1)(i) and assumes that none of the outstanding warrants (other than those held by PCC) or any other convertible securities of the issuer have been converted into common stock.
Item 1. (a) Name of Issuer
Mitel Networks Corporation
Item 1. (b) Address of Issuer’s Principal Executive Offices
350 Legget Drive
Ottawa, ON K2K 2W7
Canada
Item 2. (a) Name of Person Filing
This Schedule 13G is being filed on behalf of the following person (the “Reporting Person”)
(i) Power Corporation of Canada
Item 2. (b) Address of Principal Business Office or, if None, Residence
Power Corporation of Canada
751 Square Victoria
Montreal, Quebec H2Y 2J3
Canada
Item 2. (c) Citizenship
See Item 4 of the attached cover page
Item 2. (d) Title of Class of Securities
Common Shares
Item 2. (e) CUSIP Number
60671Q10
Item 3.
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If this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨ Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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¨ Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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¨ Investment company registered under Section 8 of the Investment Company Act;
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(e)
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¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨ A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);
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(h)
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¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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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)
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Amount beneficially owned:
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See Item 9 of the attached cover page.
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(b)
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Percent of class:
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See Item 11 of the attached cover page.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Item 5 of the attached cover page.
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(ii)
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Shared power to vote or to direct the vote:
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See Item 6 of the attached cover page.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See Item 7 of the attached cover page.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See Item 8 of the attached cover page.
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Item 5. Ownership of Five Percent or Less of a Class
PCC has ceased to be the beneficial owner of more than five percent of the common shares.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Exhibit 99.5 for information regarding persons who may be deemed to control PCC.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Dated: April 28, 2010
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POWER CORPORATION OF CANADA |
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By:
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/s/ STEPHANE LEMAY |
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Name: |
Stephane Lemay
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Title: |
Vice President, Assistant General Counsel and Associate Secretary
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