-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gtj595dSXkBUyPTBfmdnlthPzH7QSaMisIszHEI/g66mKDcyB+dHvUkRpz7Pjj4Q 5fhjQkYY+rmK4bBL/bySRQ== 0000950129-06-001280.txt : 20060210 0000950129-06-001280.hdr.sgml : 20060210 20060210145033 ACCESSION NUMBER: 0000950129-06-001280 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 GROUP MEMBERS: ANNETTE R. MICHELSON GROUP MEMBERS: ERROL GINSBERG GROUP MEMBERS: THE ERROL GINSBERG AND ANNETTE R. MICHELSON FAMILY TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GINSBERG ERROL CENTRAL INDEX KEY: 0001134226 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 8188711800 MAIL ADDRESS: STREET 1: C/O IXIA STREET 2: 26601 WEST AGOURA ROAD CITY: CALABASAS STATE: CA ZIP: 91302 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60547 FILM NUMBER: 06597848 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 SC 13G/A 1 v17205sc13gza.txt ERROL GINSBERG FOR IXIA ------------------------- OMB APPROVAL ------------------------- OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response.....11 ------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* Ixia (Name of Issuer) Common Stock (Title of Class of Securities) 45071R109 (CUSIP Number) December 31, 2005 (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) [ ] Rule 13d-1(c) [X] 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 the 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 provision of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 9 Pages CUSIP NO. 45071R109 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Errol Ginsberg - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 46,875 shares (1) ----------------------------------------------------------------- 6 SHARED VOTING POWER 4,708,951 shares held by the Errol Ginsberg and Annette R. NUMBER OF Michelson Family Trust dated October 13, 1999, the voting SHARES power of which is shared by Errol Ginsberg and Annette R. BENEFICIALLY Michelson (Mr. Ginsberg's spouse) as the trustees thereof. OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 46,875 shares(1) ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,708,951 shares held by the Errol Ginsberg and Annette R. Michelson Family Trust dated October 13, 1999, the dispositive power of which is shared by Errol Ginsberg and Annette R. Michelson as the trustees thereof. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,755,826 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDED CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- - ---------- (1) Represents 46,875 shares subject to options held by Mr. Ginsberg which are exercisable or become exercisable within 60 days after December 31, 2005. Page 2 of 9 Pages CUSIP NO. 45071R109 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Annette R. Michelson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares ----------------------------------------------------------------- 6 SHARED VOTING POWER 4,708,951 shares held by the Errol Ginsberg and Annette R. NUMBER OF Michelson Family Trust dated October 13, 1999, the voting SHARES power of which is shared by Annette R. Michelson and Errol BENEFICIALLY Ginsberg (Ms. Michelson's spouse) as the trustees thereof. OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 shares ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,708,951 shares held by the Errol Ginsberg and Annette R. Michelson Family Trust dated October 13, 1999, the dispositive power of which is shared by Annette R. Michelson and Errol Ginsberg as the trustees thereof. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,708,951 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDED CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- Page 3 of 9 Pages CUSIP NO. 45071R109 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Errol Ginsberg and Annette R. Michelson Family Trust dated October 13, 1999 (the "Ginsberg and Michelson Family Trust") - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares ----------------------------------------------------------------- 6 SHARED VOTING POWER NUMBER OF 4,708,951 shares, the voting power of which is shared by SHARES Errol Ginsberg and Annette R. Michelson as trustees of the BENEFICIALLY Ginsberg and Michelson Family Trust. OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 shares ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,708,951 shares, the dispositive power of which is shared by Errol Ginsberg and Annette R. Michelson as trustees of the Ginsberg and Michelson Family Trust. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,708,951 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDED CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- Page 4 of 9 Pages CUSIP NO. 45071R109 ITEM 1(A) NAME OF ISSUER: Ixia ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 26601 West Agoura Road, Calabasas, CA 91302 ITEM 2(A) NAME OF PERSON FILING: This Statement is being filed jointly by Errol Ginsberg, Annette R. Michelson and the Errol Ginsberg and Annette R. Michelson Family Trust dated October 13, 1999, who are sometimes collectively referred to as the "Reporting Persons." Mr. Ginsberg is the President and Chief Executive Officer of the Issuer. Ms. Michelson is the spouse of Mr. Ginsberg. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of the Reporting Persons is c/o Ixia, 26601 West Agoura Road, Calabasas, California 91302. ITEM 2(C) CITIZENSHIP: Mr. Ginsberg and Ms. Michelson are United States citizens. The Errol Ginsberg and Annette R. Michelson Family Trust dated October 13, 1999 is a trust established under the laws of the State of California. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(E) CUSIP NUMBER: 45071R109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). Page 5 of 9 Pages CUSIP NO. 45071R109 (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Not applicable 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. The following information with respect to the ownership of Ixia's Common Stock by the Reporting Persons is provided as of December 31, 2005, the last day of the year covered by this Statement: (a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person. With respect to the aggregate amount of shares beneficially owned by Mr. Ginsberg, such amount includes 46,875 shares subject to stock options which are exercisable or become exercisable within 60 days after December 31, 2005. With respect to the aggregate amount of shares beneficially owned by Ms. Michelson, such amount excludes 46,875 shares beneficially owned by Mr. Ginsberg (Ms. Michelson's spouse) as to which Ms. Michelson disclaims beneficial ownership. This report shall not be deemed an admission that Ms. Michelson is the beneficial owner of such 46,875 shares for purposes of Section 13(d) or 13(g) of the Act or for any other purpose. (b) Percent of class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: See Row 5 of cover page for each Reporting Person. (ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. Page 6 of 9 Pages CUSIP NO. 45071R109 (iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. Instruction: For computations regarding securities which represent a right to acquire an underlying security see Section 240.13d3(d)(1). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Instruction: Dissolution of a group required a response to this item. Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: To the best knowledge of each of the Reporting Persons, no person other than each of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ixia Common Stock owned by the Reporting Persons. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON: 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: Not applicable Page 7 of 9 Pages CUSIP NO. 45071R109 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 7, 2006 /s/ Errol Ginsberg ---------------------------------------- Errol Ginsberg (Signature) /s/ Annette R. Michelson ---------------------------------------- Annette R. Michelson (Signature) THE ERROL GINSBERG AND ANNETTE R. MICHELSON FAMILY TRUST DATED OCTOBER 13, 1999 By: /s/ Errol Ginsberg ------------------------------------ Errol Ginsberg, Trustee (Signature) By: /s/ Annette R. Michelson ------------------------------------ Annette R. Michelson, Trustee (Signature) 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. See Section 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) Page 8 of 9 Pages CUSIP NO. 45071R109 EXHIBIT INDEX
Exhibit Number Exhibit Page - -------------- ------- ---- 1 Agreement to File Joint Statements on Page 9 of 9 pages Schedule 13G(2)
- ---------- (2) Incorporated by reference to the Reporting Persons' Amendment No.3 to Schedule 13G filed with the Commission on February 6, 2004. Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----