SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Mitel Networks Corporation
-------------------------------------
(Name of Issuer)
Common Shares, No Par Value
------------------------------------
(Title of Class of Securities)
N/A
------------------------------
(CUSIP Number)
Jose Medeiros
President and Chief Operating Officer
Wesley Clover Corporation
555 Legget Drive
Tower B, Suite 534
Kanata, Ontario, Canada K2K 2X3
(613) 271-6305
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copy to:
Riccardo Leofanti, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street, P. O. Box 258
Toronto, Ontario, Canada M5K 1J5
(416) 777-4700
November 1, 2002
-------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box |_|.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subsequent 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. - N/A 13D Page 2 of 12 Pages
--------------------------------- --------------------------------
-------------------------------------------------------------------------------
(1) Name of Reporting Persons. IRS Identification Nos. of Above
Persons (Entities Only)
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)
PF
-------------------------------------------------------------------------------
(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 (7) Sole Voting Power
Shares Beneficially
Owned 40,938,593
by Each -----------------------------------------
Reporting
Person With (8) Shared Voting Power
94,555,169
-----------------------------------------
(9) Sole Dispositive Power
40,938,593
-----------------------------------------
(10) Shared Dispositive Power
94,555,169
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
135,493,762
-------------------------------------------------------------------------------
(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)
85.6%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
-------------------------------------------------------------------------------
--------------------------------- --------------------------------
CUSIP No. - N/A 13D Page 3 of 12 Pages
--------------------------------- --------------------------------
-------------------------------------------------------------------------------
(1) Name of Reporting Persons. IRS Identification Nos. of Above Persons
(Entities Only)
Wesley Clover 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)
WC
-------------------------------------------------------------------------------
(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 (7) Sole Voting Power
Shares Beneficially
Owned 0
by Each -----------------------------------------
Reporting
Person With (8) Shared Voting Power
94,555,169
-----------------------------------------
(9) Sole Dispositive Power
0
-----------------------------------------
(10) Shared Dispositive Power
94,555,169
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
94,555,169
-------------------------------------------------------------------------------
(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)
80.6%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
-------------------------------------------------------------------------------
--------------------------------- --------------------------------
CUSIP No. - N/A 13D Page 4 of 12 Pages
--------------------------------- --------------------------------
-------------------------------------------------------------------------------
(1) Name of Reporting Persons. IRS Identification Nos. of Above
Persons (Entities Only)
Celtic Tech Jet Limited
-------------------------------------------------------------------------------
(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)
OO
-------------------------------------------------------------------------------
(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 (7) Sole Voting Power
Shares Beneficially
Owned None
by Each -----------------------------------------
Reporting
Person With (8) Shared Voting Power
4,555,169
-----------------------------------------
(9) Sole Dispositive Power
None
-----------------------------------------
(10) Shared Dispositive Power
4,555,169
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,555,169
-------------------------------------------------------------------------------
(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)
3.9%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
-------------------------------------------------------------------------------
This Schedule 13D is being filed on behalf of Dr. Terence H. Matthews
("Dr. Matthews"), Wesley Clover Corporation ("Wesley Clover") and Celtic Tech
Jet Limited ("Celtic" and, together with Dr. Matthews and Wesley Clover, 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 "Issuer").
Item 1. Security and Issuer
-------------------
This Schedule 13D relates to the Common Shares of the Issuer. The
address of the principal executive offices of the Issuer is 350 Legget Drive,
Ottawa, Ontario, Canada, K2K 2W7.
Item 2. Identity and Background
-----------------------
This statement is filed by the Reporting Persons.
Dr. Matthews' business address is 350 Legget Drive, Ottawa, Ontario,
Canada, K2K 2W7. Dr. Matthews is Chairman of both the Issuer and of March
Networks Corporation, a Canadian corporation. Dr. Matthews is a citizen of
Canada.
Wesley Clover, a corporation existing under the laws of Newfoundland,
is a holding company that is primarily engaged in the business of investing in
securities. Wesley Clover's principal business and principal office address is
c/o Deloitte & Touche, Fort William Bldg., 10 Factory Lane, St. John's,
Newfoundland, A1C 6H5. The name, citizenship, present principal occupation or
employment and business address of each director and executive officer of
Wesley Clover is set forth below:
---------------------------------------------------------------------------------------------------
List of Directors
---------------------------------------------------------------------------------------------------
Name Citizenship Present Occupation Business Address
---------------------------------------------------------------------------------------------------
Tom Hallett Canadian Retired 8 Burns Place
St. John's,
Newfoundland
A1A 2B6
---------------------------------------------------------------------------------------------------
Tom Healy Canadian Pharmacist 16 St. Andrews Place
St. John's
Newfoundland
A1A 2B5
---------------------------------------------------------------------------------------------------
Jose Medeiros Canadian President (Wesley Clover) 555 Legget Dr.
Suite 534
Kanata, Ontario
K2K 2X3
---------------------------------------------------------------------------------------------------
Simon Gibson British Chief Executive Officer c/o Celtic Manor
(Wesley Clover) Coldra Woods
City of Newport
Gwent
NP18 1HQ
---------------------------------------------------------------------------------------------------
Page 5 of 12
---------------------------------------------------------------------------------------------------
List of Officers
---------------------------------------------------------------------------------------------------
Name Citizenship Present Occupation Business Address
---------------------------------------------------------------------------------------------------
Jose Medeiros Canadian President (Wesley Clover) 555 Legget Dr.
Suite 534
Kanata, Ontario
K2K 2X3
---------------------------------------------------------------------------------------------------
Paul Chiarelli Canadian Secretary, Treasurer 555 Legget Dr.
(Wesley Clover) Suite 534
Kanata, Ontario
K2K 2X3
---------------------------------------------------------------------------------------------------
Tom Hallett Canadian Asst. Secretary (Wesley 8 Burns Place
Clover) St. John's,
Newfoundland
A1A 2B6
---------------------------------------------------------------------------------------------------
Simon Gibson British Chief Executive Officer c/o Celtic Manor
(Wesley Clover) Coldra Woods
City of Newport
Gwent
NP18 1HQ
---------------------------------------------------------------------------------------------------
Celtic, a corporation existing under the laws of Canada, is a
full-service executive aviation charter company. Celtic's principal business
and principal office address is 555 Legget Drive, Suite 534, Kanata, Ontario,
Canada, K2K 2X3. The name, citizenship, present principal occupation or
employment and business address of each director and executive officer of
Celtic is set forth below:
---------------------------------------------------------------------------------------------------
List of Directors
---------------------------------------------------------------------------------------------------
Name Citizenship Present Occupation Business Address
---------------------------------------------------------------------------------------------------
Terence H. Matthews Canadian Chairman of the Board 350 Legget Drive
(Mitel Networks Kanata, Ontario
Corporation) K2K 2W7
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
List of Officers
---------------------------------------------------------------------------------------------------
Name Citizenship Present Occupation Business Address
---------------------------------------------------------------------------------------------------
Jose Medeiros Canadian President (Celtic) 555 Legget Dr.
Suite 534
Kanata, Ontario
K2K 2X3
---------------------------------------------------------------------------------------------------
Paul Chiarelli Canadian Secretary, Treasurer 555 Legget Dr.
(Celtic) Suite 534
Kanata, Ontario
K2K 2X3
---------------------------------------------------------------------------------------------------
Chris Steele Canadian VP Operations (Celtic) 555 Legget Dr.
Suite 534
Kanata, Ontario
K2K 2X3
---------------------------------------------------------------------------------------------------
Page 6 of 12
Dr. Matthews owns 100% of the issued and outstanding voting shares of
Wesley Clover. Wesley Clover owns 100% of the issued and outstanding voting
shares of Celtic.
None of the Reporting Persons nor any of their directors or executive
officers has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons nor any of their directors or executive
officers has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Pursuant to Rule 13d-3 under the Act, by reason of his relationship
with Wesley Clover, Dr. Matthews may be deemed the beneficial owner of all of
the Common Shares beneficially owned by Wesley Clover and Celtic. Dr.
Matthews, Wesley Clover and Celtic may be regarded as a group for purposes of
Rule 13d-5 under the Act.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The Issuer was formed by Zarlink Semiconductor Inc. ("Zarlink") in
order to reorganize its communications systems division in contemplation of
the sale of that business to companies controlled by Dr. Matthews. In a series
of related transactions, dated February 16, 2001 and March 27, 2001, the
Issuer acquired substantially all of the assets and subsidiaries of the
communications systems division of Zarlink and as a consequence of these
transactions, Mitel Systems Corporation, a corporation wholly owned by Dr.
Matthews, became the owner of 90,000,000 Common Shares. On June 30, 2004,
Mitel Systems Corporation transferred these 90,000,000 Common Shares to Wesley
Clover for an aggregate purchase price of CDN$90,000,000. Wesley Clover used
its general working capital to purchase these Common Shares from Mitel Systems
Corporation.
On October 3, 2003, the Issuer issued 20,448,875 Common Shares at
their then fair value of CDN$2.00 per common share to Wesley Clover upon the
conversion of CDN$40,897,750 of promissory notes previously issued by the
Issuer in favor of Wesley Clover during 2002 and 2003. In connection with an
equity financing transaction completed by the Issuer on April 23, 2004, the
Issuer exchanged the 20,448,875 Common Shares on a one-for-two basis for an
aggregate of 40,897,750 Class B Convertible Preferred Shares (the "Series B
Shares") of the Issuer at their then fair value of CDN$1.00 per Series B
Page 7 of 12
Share. On May 4, 2005, Wesley Clover transferred these 40,897,750 Series B
Shares to Dr. Matthews for an aggregate purchase price of CDN$40,897,750. Dr.
Matthews used his personal funds to purchase the Series B Shares from Wesley
Clover. The Series B Shares are convertible into Common Shares at the option
of the holder.
On November 1, 2002, the Issuer issued 4,555,169 Common Shares to
Mitel Knowledge Corporation, a corporation wholly owned by Dr. Matthews, at a
price of CDN$2.75 per share in consideration for the purchase of intellectual
property. On November 1, 2004, Mitel Knowledge Corporation was dissolved
pursuant to a Certificate of Dissolution filed with Industry Canada and all of
its assets (including the 4,555,169 Common Shares) were assumed by Celtic.
Item 4. Purpose of Transaction
----------------------
The Reporting Persons have acquired the Common Shares and Series B
Shares of the Issuer for investment purposes. In that connection, the
Reporting Persons may have their representatives meet with management,
directors or other shareholders of the Issuer from time to time to discuss the
affairs of the Issuer. The Reporting Persons intend to monitor the business
and affairs of the Issuer, including its financial performance, and depending
upon these factors, market conditions and other factors, the Reporting Persons
may acquire additional securities of the Issuer as they deem appropriate.
Alternatively, the Reporting Persons may dispose of some or all of the Common
Shares and Series B Shares in privately negotiated transactions or otherwise.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) As of the date hereof, the Reporting Persons beneficially own the
aggregate number and percentage of outstanding Common Shares set forth below:
Aggregate Number of Shares Percentage of Outstanding
Reporting Person Beneficially Owned Common Shares (1)
---------------- --------------------------- ------------------------
Dr. Matthews 135,493,762 (2)(3) 85.6%
Wesley Clover 94,555,169 80.6%
Celtic 4,555,169 3.9%
(1) Calculated based on the aggregate of 117,265,172 Common Shares
outstanding as of June 22, 2005. For purposes of computing Dr. Matthews'
percentage ownership, the number of outstanding Common Shares is deemed
to include all securities that are convertible into Common Shares within
60 days pursuant to Rule 13d-3 of the Act.
(2) Pursuant to Rule 13d-3 under the Act, by reason of his relationship with
Wesley Clover as described in Item 2, Dr. Matthews may be deemed the
beneficial owner of all of the Common Shares beneficially owned by Wesley
Clover and Celtic.
Page 8 of 12
(3) Calculated based on the (i) 90,000,000 Common Shares owned by Wesley
Clover, (ii) 4,555,169 Common Shares owned by Celtic, (iii) 40,843 Common
Shares subject to options held by Dr. Matthews that are currently
exercisable or exercisable within 60 days, and (iv) 40,897,750 Series B
Shares owned by Dr. Matthews that are convertible into Common Shares at
the option of the holder.
(b) Dr. Matthews
------------
Pursuant to the regulations promulgated under Section 13(d) of the
Exchange Act, Dr. Matthews may be deemed to have shared power to vote or
direct the vote and shared power to dispose or to direct the disposition of
94,555,169 Common Shares, which include all of the Common Shares directly
owned by Wesley Clover and Celtic.
Dr. Matthews has the sole power to vote or direct the vote and sole
power to dispose or to direct the disposition of 40,897,750 Common Shares.
Wesley Clover
-------------
Wesley Clover has shared power to vote or direct the vote and shared
power to dispose or to direct the disposition of 94,555,169 Common Shares.
Wesley Clover does not have the sole power to vote or direct the vote
and sole power to dispose or to direct the disposition of any Common Shares.
Celtic
------
Celtic has shared power to vote or direct the vote and shared power
to dispose or to direct the disposition of 4,555,169 Common Shares.
Celtic does not have the sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of any Common Shares.
(c) During the last 60 days there were no transactions in the Common Shares
effected by the Reporting Persons, nor any of their directors or executive
officers, general partners or members.
(d) Not applicable.
(e) Not applicable.
Page 9 of 12
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
-------------------------------------------------------------
Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting
Persons have entered into an agreement, attached hereto as Exhibit 1, with
respect to the joint filing of this statement, and any amendment or amendments
hereto.
Shareholders Agreement
----------------------
The Shareholders Agreement (attached to this Schedule as Exhibit 2)
contains provisions relating to the entitlement of the shareholders to appoint
two directors to the board of directors of the Issuer, and various other
provisions respecting the management of the Issuer and dealings with the
securities of the Issuer held by the shareholders which are parties to the
Shareholders Agreement. The Issuer also agrees to provide holders of at least
5% of the Common Shares, on an as-if converted basis, certain pre-emptive
rights in connection with any future issuance of new securities of the Issuer
on a pro rata basis. The Shareholders Agreement also contains put rights in
favour of certain of the other shareholders if the Issuer has not completed an
initial public offering by September 1, 2006.
Registration Rights Agreement
-----------------------------
The Issuer entered into the Registration Rights Agreement (attached
to this Schedule as Exhibit 3) with certain shareholders pursuant to which it
covenanted to make certain arrangements with respect to the registration
and/or the qualification for distribution of the shares held by such
shareholders under the applicable securities laws of the United Shares and/or
Canada.
There are no other contracts, arrangements, understandings or
relationships between the Reporting Persons or between such persons and any
other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1: Joint Filing Agreement, dated as of July 14, 2005, among Dr.
Terence H. Matthews, Wesley Clover Corporation and Celtic Tech
Jet Limited.
Exhibit 2: Shareholders Agreement between Mitel Networks Corporation, Mitel
Knowledge Corporation, Power Technology Investment Corporation,
Zarlink Semiconductor Inc., Mitel Systems Corporation (now Wesley
Clover), Wesley Clover, EdgeStone, and Dr. Matthews, dated April
23, 2004. (1)
Exhibit 3: Registration Rights Agreement between Mitel Networks Corporation,
Mitel Knowledge Corporation, Power Technology Investment
Corporation, Zarlink Semiconductor Inc., EdgeStone, Mitel Systems
(now Wesley Clover) and Wesley Clover, dated April 23, 2004. (1)
Page 10 of 12
(1) Incorporated by Reference to an exhibit to a Schedule 13D (Mitel Networks
as issuer) filed on May 3, 2004 by EdgeStone Capital Equity Fund II-A, L.P.;
EdgeStone Capital Equity Fund II-US, L.P.; EdgeStone Capital Equity Fund
II-US-Inst., L.P.; National Bank Financial & Co. Inc.; EdgeStone Capital
Equity Fund II-A GP, L.P.; EdgeStone Capital Equity Fund II US GP, L.P.;
EdgeStone Capital Equity Fund II-US-Inst. GP, L.P.; EdgeStone Capital Equity
Fund II-A GP, Inc.; EdgeStone Capital Equity Fund II-US Main GP, Inc.;
EdgeStone Capital Equity Fund II-US-Inst. GP, Inc.; Samuel L. Duboc; Gilbert
S. Palter; Bryan W. Kerdman; Sandra Cowan; and EdgeStone Capital Equity Fund
II-B GP, Inc.
Page 11 of 12
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: July 14, 2005
By: /s/ Dr. Terence H. Matthews
----------------------------------
Dr. Terence H. Matthews
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: July 14, 2005
WESLEY CLOVER CORPORATION
By: /s/ Jose Medeiros
-----------------------------------
Name: Jose Medeiros
Title: President and Chief
Operating Officer
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: July 14, 2005
CELTIC TECH JET LIMITED
By: /s/ Jose Medeiros
-----------------------------------
Name: Jose Medeiros
Title: President
Page 12 of 12
EXHIBIT 1
JOINT FILING AGREEMENT
This confirms the agreement by and between the undersigned that the
Statement on Schedule 13D (the "Statement") filed on or about this date with
respect to the beneficial ownership by the undersigned of the Common Shares,
no par value, of Mitel Networks Corporation, is being filed on behalf of each
of the undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule
13d-1(k) promulgated under the Securities and Exchange Act of 1934, as
amended, each person on whose behalf the Statement is filed is individually
eligible to use the schedule on which the information is filed, each person on
whose behalf the Statement is filed is responsible for the timely filing of
such Statement and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; and that
such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
Each of the undersigned agrees that Wesley Clover Corporation shall
be authorized to receive notices and communications on behalf of the
undersigned relating to the Statement.
This Agreement may be executed in two or more counterparts by each of
the undersigned, each of which, taken together, shall constitute one and the
same instrument.
Dated: July 14, 2005
By: /s/ Dr. Terence H. Matthews
------------------------------
Dr. Terence H. Matthews
Dated: July 14, 2005
WESLEY CLOVER CORPORATION
By: /s/ Jose Medeiros
------------------------------
Name: Jose Medeiros
Title: President and Chief
Operating Officer
Dated: July 14, 2005
CELTIC TECH JET LIMITED
By: /s/ Jose Medeiros
------------------------------
Name: Jose Medeiros
Title: President