If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that 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 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).
SCHEDULE 13D
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1
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NAME OF
REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Investcorp S.A.
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2
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CHECK THE APPROPRIATE BOX IF MEMBER OF
A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands, B.W.I.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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1
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NAME OF
REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIPCO Limited
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2
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CHECK THE APPROPRIATE BOX IF MEMBER OF
A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands, B.W.I.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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1
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NAME OF
REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Investcorp Technology Ventures, L.P.
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2
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CHECK THE APPROPRIATE BOX IF MEMBER OF
A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands, B.W.I.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
PN
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Introductory Note
This Schedule 13D/A (the Amendment) amends the Schedule 13D originally filed by the reporting person on July 11, 2005, as amended on
March 6, 2013 (the Schedule 13D). Except as supplemented by this Amendment, there is no change to the Schedule 13D as previously amended.
Item 2.
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Identity and Background
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Item 2 is hereby amended and restated as follows:
(a) This statement is filed by:
i. Investcorp
S.A., a Cayman Islands corporation (Investcorp);
ii. SIPCO Limited, a Cayman Islands corporation (SIPCO); and
iii. Investcorp Technology Ventures, L.P., a Cayman Islands limited partnership (Investcorp Technology Ventures).
Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons. Each of the Reporting Persons is
party to that certain Joint Filing Agreement, filed with the SEC on July 11, 2005. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
The officers, directors and general partners of the Reporting Persons and their principal occupations, business addresses and citizenship are set forth on
Schedule A and are incorporated by reference in this Item 2.
(b) The principal business address of each Reporting Person is Boundary Hall, Cricket
Square, P.O. Box 1111, Grand Cayman KY1-1102, Cayman Islands, BWI.
(c) The principal business of Investcorp is acting, through its subsidiaries, as a
principal and intermediary in international investment transactions. The principal business of SIPCO is serving as a passive holding company. The principal business of Investcorp Technology Ventures is investing in technology-driven companies.
(d) No Reporting Person or any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) No Reporting Person or any person listed on Schedule A has, during the last five years, been 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.
(f) Each of the Reporting Persons is organized under the laws of the
Cayman Islands, British West Indies.
Item 4.
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Purpose of the Transaction
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Item 4 is hereby amended and supplemented as follows:
On April 9, 2014, the Company, Investcorp, SPICO, Investcorp Technology Ventures and Investcorp International Ltd. entered into a Share Repurchase
Agreement (the Repurchase Agreement) under which the Company repurchased a total of 4,815,110 shares of the Companys Common Stock from the Reporting Persons at a purchase price of $2.00 per share (the Purchase Price).
The repurchase was subject to certain closing conditions, including (a) the resignation of the two designees of the Reporting Persons, Glenn Luk and Anand Radhakrishnan (the Reporting Person Designees), from the Board of Directors
of the Company (the Board), (b) the vesting of 10/12
th
of the restricted stock of the Company previously awarded to the Reporting Person Designees, and (c) the delivery by
the Reporting Person
Designees to the Company of 180-day lock-up agreements. The Reporting Persons agreed in the Repurchase Agreement not to take certain actions regarding the Company or its securities, by themselves
or through their subsidiaries or other affiliates, including (i) acquiring beneficial ownership of the Common Stock, (ii) making any tender or exchange offer, merger or other business combination involving the Company or its subsidiaries,
(iii) any solicitation of proxies or consents to vote any voting securities of the Company or (iv) any action that may require the Company to make a public announcement regarding any of the foregoing.
Under the terms of the Repurchase Agreement, to the extent not previously terminated, any agreements, contracts or other obligations by and between the
Reporting Persons and the Company were terminated, as such agreements relate to the Reporting Persons, including without limitation the Purchase Agreement, the Amended and Restated Loan Agreement dated March 29, 2005 and described in the
Schedule 13D as originally filed, and the Shareholders Agreement.
Pursuant to the Repurchase Agreement, the two Reporting Person Designees resigned
from serving on the Board effective as of April 9, 2014.
Simultaneously with the consummation of the transactions contemplated by the Repurchase
Agreement, the Reporting Persons sold the remaining 1,657,556 shares of Common Stock beneficially owned by them to third parties identified in the Repurchase Agreement at the Purchase Price. Following these transactions, the Reporting Persons ceased
to beneficially own any Common Stock of the Company.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is amended and restated as follows:
(a) Collectively, the Reporting Persons have ceased to beneficially own any shares of Common Stock as of April 9, 2014.
(b) None
(c) Other than the transactions described in this
Amendment, the Reporting Persons have not effected any transaction in the shares of the Companys Common Stock in the past 60 days.
(d) Not
applicable.
(e) On April 9, 2014, the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding
Common Stock.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The
Information set forth under Item 4 of this Amendment is hereby incorporated by reference into this Item 6.
Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended to include the following exhibit:
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Exhibit 10.1
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Share Repurchase Agreement, dated April 9, 2014 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Wireless Telecom Group, Inc. on April 11, 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.
Date: May 1, 2014
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INVESTCORP TECHNOLOGY VENTURES, L.P.
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By:
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ITV LIMITED, as General Partner of Investcorp Technology Fund Limited Partnership, its General Partner
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By:
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/s/ Ebrahim H. Ebrahim
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Name:
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Ebrahim H. Ebrahim
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Title:
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Authorized Representative
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SIPCO LIMITED
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By:
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/s/ Michael L. Merritt
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Name:
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Michael L. Merritt
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Title:
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Director
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INVESTCORP S.A.
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By:
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/s/ Jonathan C. Minor
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Name:
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Jonathan C. Minor
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Title:
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Director
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SCHEDULE A
Directors and Officers of Investcorp S.A.
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Name and Position
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Principal Occupation
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Business Address
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Citizenship
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Nemir A. Kirdar
Executive Chairman,
Chief Executive Officer
and Director
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Executive Chairman and CEO of Investcorp S.A. and Investcorp Bank B.S.C.
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Investcorp House
P.O. Box 5340
Manama
Bahrain
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Bahrain
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Rishi Kapoor
Chief Financial Officer
and Director
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Chief Financial Officer of Investcorp Bank B.S.C.
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Investcorp House
P.O. Box 5340
Manama
Bahrain
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India
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Jonathan C. Minor
Secretary and
Director
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Head of Financial Management of Investcorp Bank B.S.C.
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Investcorp House
P.O. Box 5340
Manama
Bahrain
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Australia
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Stephanie R. Bess
Assistant Secretary
and Director
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General Counsel and Head of Compliance of Investcorp Bank B.S.C.
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Investcorp House
48 Grosvenor Street
London
W1K 3HW
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United States of America
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Paget-Brown Trust
Company Ltd.
Assistant Secretary
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Providing corporate management services
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Boundary Hall
Cricket Square
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
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Cayman Islands, BWI
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Directors and Officers of SIPCO Limited
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Name and Position
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Principal Occupation
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Business Address
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Citizenship
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Nemir A. Kirdar
Executive Chairman,
Chief Executive Officer and Director
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Executive Chairman and CEO of
Investcorp S.A.
and Investcorp Bank B.S.C.
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Investcorp House
P.O. Box 5340
Manama
Bahrain
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Bahrain
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Hussain Ibrahim Al Fardan Director
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Chairman, Alfardan
Group Holding Co.,
LLC
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Investcorp House
P.O. Box 5340
Manama
Bahrain
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Qatar
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Abdul Aziz Jassim Kanoo Director
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Deputy Chairman, Yusuf Bin Ahmed Kanoo Group
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Investcorp House
P.O. Box 5340
Manama
Bahrain
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Saudi Arabia
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Stephanie R. Bess and Director
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General Counsel and Head of Compliance of Investcorp Bank B.S.C.
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Investcorp House
48 Grosvenor Street
London
W1K 3HW
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United States of America
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Michael L. Merritt
Director
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Chief Administrative Officer of
Investcorp Bank
B.S.C
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Investcorp House
P.O. Box 5340
Manama
Bahrain
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United States of America
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Paget-Brown Trust
Company Ltd.
Corporate Secretary
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Providing corporate management services
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Boundary Hall
Cricket Square
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
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Cayman Islands, BWI
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General Partner of Investcorp Technology Ventures, L.P.
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Name
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Principal Occupation
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Business Address
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Citizenship
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Investcorp Technology
Fund Limited Partnership
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Passive holding company
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Boundary Hall
Cricket Square
P.O. Box 1111 Grand
Cayman KY1-1102
Cayman Islands
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Cayman Islands, BWI
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General Partner of Investcorp Technology Fund Limited Partnership
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Name
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Principal Occupation
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Business Address
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Citizenship
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ITV Limited
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Passive holding company
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Boundary Hall
Cricket Square
P.O. Box 1111 Grand Cayman KY1-1102
Cayman Islands
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Cayman Islands, BWI
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Exhibit Index
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Exhibit
Number
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Exhibit
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10.1
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Share Repurchase Agreement, dated April 9, 2014 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Wireless Telecom Group, Inc. on April 11, 2014).
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