0000950129-05-001364.txt : 20120725
0000950129-05-001364.hdr.sgml : 20120725
20050215172217
ACCESSION NUMBER: 0000950129-05-001364
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050215
DATE AS OF CHANGE: 20050215
GROUP MEMBERS: COMPAGNIE FIDUCIAIRE TRUSTEES LIMITED
GROUP MEMBERS: TECHNOLOGY CAPITAL GROUP S.A.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: IXIA
CENTRAL INDEX KEY: 0001120295
STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825]
IRS NUMBER: 954635982
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-60547
FILM NUMBER: 05618283
BUSINESS ADDRESS:
STREET 1: 26601 W AGOURA RD
CITY: CALABASAS
STATE: CA
ZIP: 91302
BUSINESS PHONE: 8188711800
MAIL ADDRESS:
STREET 1: 26601 W. AGOURA RD
CITY: CALABASAS
STATE: CA
ZIP: 91302
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: TECHNOLOGY CAPITAL GROUP SA
CENTRAL INDEX KEY: 0001134221
IRS NUMBER: 000000000
STATE OF INCORPORATION: N4
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 5 BOULEVARD DE LA FOIRE
CITY: L-1528 LUXEMBOURG
STATE: N4
ZIP: 00000
BUSINESS PHONE: 011352451231
MAIL ADDRESS:
STREET 1: 5 BOULEVARD DE LA FOIRE
CITY: L-1528 LUXEMBOURG
STATE: N4
ZIP: 00000
SC 13D
1
v05830sc13d.txt
TECHNOLOGY CAPITAL GROUP S.A. FOR IXIA
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Ixia
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45071R109
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(CUSIP Number)
Technology Capital Group S.A.
5, boulevard de la Foire
L-1528 Luxembourg
Grand Duchy of Luxembourg
Attention: Mr. Pierre Lentz
(011) 352 45 123 1
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 2005
-------------------------------------------------------
(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 Sections 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 Sections 240.13d-7 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).
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 45071R109 PAGE 2 OF 10 PAGES
------------------- ------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Technology Capital Group S.A.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 shares
---------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 24,347,000 shares, the voting power of which is
OWNED BY shared with Compagnie Fiduciaire Trustees
EACH Limited, as Trustee of the Capital Group Trust
REPORTING under Trust Deed dated February 8, 2005.
PERSON ---------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0 shares
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,347,000 shares, the dispositive power of which
is shared with Compagnie Fiduciaire Trustees
Limited, as Trustee of the Capital Group Trust
under Trust Deed dated February 8, 2005.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,347,000 shares
--------------------------------------------------------------------------------
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)
39.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 45071R109 PAGE 3 OF 10 PAGES
------------------- ------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Compagnie Fiduciaire Trustees Limited, as trustee of the Capital
Group Trust under Trust Deed dated February 8, 2005 (the "Trust")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 shares
----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 24,347,000 shares, the voting power of which is
OWNED BY shared with Technology Capital Group S.A., the
EACH record holder of the Ixia shares. The Trust owns
REPORTING substantially all of the equity interest in
PERSON Technology Capital Group S.A.
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0 shares
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,347,000 shares, the voting power of which is
shared with Technology Capital Group S.A., the
record holder of the Ixia shares. The Trust owns
substantially all of the equity interest in
Technology Capital Group S.A.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,347,000 shares
--------------------------------------------------------------------------------
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)
39.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 45071R109 PAGE 4 OF 10 PAGES
------------------- ------------------
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, without par value
("Common Stock"), of Ixia, a California corporation ("Ixia" or the "Company").
The address of the Company's principal executive offices is 26601 W. Agoura
Road, Calabasas, California 91302.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed jointly by Technology Capital Group
S.A., a company organized under the laws of Luxembourg, and Compagnie Fiduciaire
Trustees Limited (the "Trustee"), as trustee of the Capital Group Trust under
Trust Deed dated February 8, 2005 (the "Trust"). Technology Capital Group S.A.
is the record owner of the shares. The Trust is the principal beneficial owner
of the equity interest in Technology Capital Group S.A. The Trust is a trust
organized under the laws of Jersey, Channel Islands. The Trustee is a company
organized under the laws of Jersey, Channel Islands. Technology Capital Group
S.A and the Trustee are sometimes together referred to as the "Reporting
Persons."
(b)-(c)The address of the principal business office of Technology
Capital Group S.A. is 5, boulevard de la Foire, L-1528 Luxembourg, Grand-Duchy
of Luxembourg. Technology Capital Group S.A. is a private investment company.
The address of the principal business office of the Trustee is P.O. Box
801, Victoria Chambers, 1-3 Esplanade, St. Helier, Jersey JE4 0SZ Channel
Islands. The Trustee is a trust company.
(d) During the past five years, neither Technology Capital Group S.A.,
the Trustee nor the Trust has been convicted in a criminal proceeding.
(e) During the past five years, neither Technology Capital Group S.A.,
the Trustee nor the Trust has 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.
(f) Not Applicable
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Technology Capital Group S.A. acquired its shares of Common Stock of
Ixia from a third party in a private transaction in March 2000 prior to the
Company's initial public offering. The Trust acquired its equity interest in
Technology Capital Group S.A. by gift (i.e., without the payment of any
consideration) from Stephane Ratel on February 8, 2005.
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 45071R109 PAGE 5 OF 10 PAGES
------------------- ------------------
ITEM 4. PURPOSE OF TRANSACTION
Technology Capital Group S.A. acquired the shares of Ixia Common Stock
as a passive investment prior to the Company's initial public offering in March
2000. Prior to the acquisition by the Trust of an equity interest in Technology
Capital Group S.A., Technology Capital Group S.A. reported its beneficial
ownership of Ixia Common Stock on Schedule 13G. The Trust acquired the shares
(which are held as a passive investment) from Stephane Ratel in a gift
transaction made without the payment of consideration by the Trust. Neither
Technology Capital Group S.A. nor the Trust has any current plans or proposals
in place which relate to or would result in any of the consequences enumerated
in paragraphs (a) - (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following information with respect to the ownership of Ixia's Common
Stock by each of the Reporting Persons is provided as of February 8, 2005;
provided, however, that the percentages used in this Schedule 13D are calculated
based upon the number of outstanding shares of Common Stock as reported in the
Company's Form 10-Q filed for the quarter ended September 30, 2004.
(a) Aggregate number of shares beneficially owned by each Reporting
Person: 24,347,000
Percentage: 39.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 24,347,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 24,347,000
(c) During the past 60 days, Technology Capital Group S.A. has
effected open market sales of an aggregate of 308,000 shares of
Ixia Common Stock. The sales were made for the numbers of shares
and at the prices set forth below:
Number Average Per
Holder of Record Date of Shares Share Price Gross Proceeds
---------------- ---- --------- ----------- --------------
Technology Capital Group S.A. 12/29/04 271,500 $ 16.59 $4,503,832.05
Technology Capital Group S.A. 12/30/04 10,000 $ 17.35 $ 173,500.00
Technology Capital Group S.A. 02/04/05 26,500 $ 17.20 $ 455,789.40
-------
308,000
=======
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 45071R109 PAGE 6 OF 10 PAGES
------------------- ------------------
(d)-(e)Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than (i) the Agreement to File Joint Statements filed as Exhibit 1
to this Schedule 13D, and (ii) the Registration Rights and Transfer Restriction
Agreement dated as of September 15, 2000 between Technology Capital Group S.A.
and the Company (the "Registration Rights Agreement"), there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 hereof and between such persons and any person with
respect to any securities of the Company, including but not limited to transfer
or voting of any of the securities, finders' fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, divisions of profits
or losses, or the giving or withholding of proxies. Under the Registration
Rights Agreement, the Company granted to Technology Capital Group S.A. certain
registration rights with respect to the shares of Ixia Common Stock owned by
Technology Capital Group S.A., which rights expire in 2008, and Technology
Capital Group S.A. agreed to certain restrictions on its sales of shares of Ixia
Common Stock, which restrictions lapsed during 2004.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
----------- -----------
1 Agreement to File Joint Statements on Schedule 13D
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 45071R109 PAGE 7 OF 10 PAGES
------------------- ------------------
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.
Date: February 8, 2005
TECHNOLOGY CAPITAL GROUP S.A.
By: /s/ Pierre Lentz
-------------------------------------
Print Name: Pierre Lentz
-----------------------------
Title: Director
----------------------------------
By: /s/ Guy Hornick
-------------------------------------
Print Name: Guy Hornick
-----------------------------
Title: Director
----------------------------------
Compagnie Fiduciaire Trustees Limited,
as trustee of the Capital Group Trust
under Trust Deed dated February 8, 2005
By: /s/ Paul W. Elliott
-------------------------------------
Print Name: Paul W. Elliott
-----------------------------
Title: Director
----------------------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 45071R109 PAGE 8 OF 10 PAGES
------------------- ------------------
EXHIBIT INDEX
Exhibit Number Exhibit Page
-------------- ------- ----
1 Agreement to File Joint Statements on Page 9 of 10 pages
Schedule 13D
SCHEDULE 13D
------------------- ------------------
CUSIP NO. 45071R109 PAGE 9 OF 10 PAGES
------------------- ------------------
EXHIBIT 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13D
THIS AGREEMENT is entered into as of the 8th day of February, 2005 by
and between Technology Capital Group S.A., a Luxembourg corporation ("TCG"); and
Compagnie Fiduciaire Trustees Limited, a company organized under the laws of
Jersey, Channel Islands (the "Trustee"), as trustee of the Capital Group Trust
(the "Trust") under Trust Deed dated February 8, 2005 (the "Trust Deed").
W I T N E S S E T H
WHEREAS, TCG and the Trustee may each be deemed to have beneficial
ownership of more than five percent of the shares of the Common Stock of Ixia, a
California corporation (the "Common Stock"), as of the date hereof;
WHEREAS, the Common Stock has been registered by Ixia under Section
12(g) of the Securities Exchange Act of 1934 (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more
than five percent of such a class of registered equity securities is, under
certain circumstances, permitted and/or required to file with the Securities and
Exchange Commission a statement on Schedule 13D; and
WHEREAS, Rule 13d-1(k) under the Act provides that, whenever two or more
persons are permitted to file a statement on Schedule 13D with respect to the
same securities, only one such statement need be filed, provided such persons
agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, the parties hereby agree as
follows:
Each of TCG and the Trustee hereby agrees, in accordance with Rule
13d-1(k) under the Act, to file jointly any and all statements and amended
statements on Schedule 13D (the "Statements") which may now or hereafter be
required to be filed by them with respect to the Common Stock beneficially owned
or deemed to be beneficially owned by each of them pursuant to Sections 13(d)
and 13(g) of the Act and the rules thereunder.
Each of TCG and the Trustee hereby agrees that such Statements shall be
filed jointly on behalf of each of them and that a copy of this Agreement shall
be filed as an exhibit thereto in accordance with Rule 13d-1(k)(1)(iii) under
the Act.
SCHEDULE 13D
------------------- -------------------
CUSIP NO. 45071R109 PAGE 10 OF 10 PAGES
------------------- -------------------
This Agreement may be executed in counterparts which together shall
constitute one agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused
this Agreement to be signed on their behalf by their duly authorized
representatives as of the date first above written.
TECHNOLOGY CAPITAL GROUP S.A.
By: /s/ Pierre Lentz
-------------------------------------
Print Name: Pierre Lentz
-----------------------------
Title: Director
----------------------------------
By: /s/ Guy Hornick
-------------------------------------
Print Name: Guy Hornick
-----------------------------
Title: Director
----------------------------------
Compagnie Fiduciaire Trustees Limited,
as trustee of the Capital Group Trust
under Trust Deed dated February 8, 2005
By: /s/ Paul W. Elliott
-------------------------------------
Print Name: Paul W. Elliott
-----------------------------
Title: Director
----------------------------------