-----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, WDU3O7mGCJBxt+g1c0N+dtOUJpO+msLc/Xgvflop9MyZWMuIdJnpFF9km8KttKYa 7eL2Snc0YMeOpoywTtPIHA== 0000950148-01-000200.txt : 20010213 0000950148-01-000200.hdr.sgml : 20010213 ACCESSION NUMBER: 0000950148-01-000200 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010212 GROUP MEMBERS: STEPHANE RATEL GROUP MEMBERS: TECHNOLOGY CAPITAL GROUP S.A. GROUP MEMBERS: TECHNOLOGY CAPITAL GROUP SA 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 SEC ACT: SEC FILE NUMBER: 005-60547 FILM NUMBER: 1534298 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 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3 BOULEVARD DE IS FOIRO L 1528 STREET 2: LUXEMBOURG CITY: GRAND DUCHY CF LUXEM STATE: N4 ZIP: 00000 BUSINESS PHONE: 011352451231 SC 13G 1 v69349sc13g.txt SCHEDULE 13G 1 Page 1 of 8 Pages SEC 1745 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF (6-00) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response 14.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ____)* Ixia - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 45071R109 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2000 - -------------------------------------------------------------------------------- (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 provisions of the Act (however, see the Notes). 2 Page 2 of 8 Pages CUSIP No. 45071R109 SCHEDULE 13G ================================================================================ 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 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 shares -------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 25,425,000 shares, the voting power of which is shared with Stephane Ratel, who is the principal beneficial OWNED BY owner of the equity interest in Technology Capital Group S.A. EACH -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER REPORTING 0 shares PERSON -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER WITH: 25,425,000 shares, the dispositive power of which is shared with Stephane Ratel, who is the principal beneficial owner of the equity interest in Technology Capital Group S.A. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,425,000 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 47.2% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ================================================================================ 3 Page 3 of 8 Pages CUSIP No. 45071R109 SCHEDULE 13G ================================================================================ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stephane Ratel - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 shares -------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 25,425,000 shares, the voting power of which is shared with Technology Capital Group S.A., the record OWNED BY holder of these shares. -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 shares -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER WITH: 25,425,000 shares, the dispositive power of which is shared with Technology Capital Group S.A., the record holder of these shares. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,425,000 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 47.2% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ================================================================================ 4 Page 4 of 8 Pages 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 by Technology Capital Group S.A. and Stephane Ratel, who are sometimes together referred to as the "Reporting Persons." Technology Capital Group S.A. is a Luxembourg corporation. Stephane Ratel is a French citizen and the principal beneficial owner of the equity interest in Technology Capital Group S.A. ITEM 2(b) Address of Principal Business Office or, if none, Residence: 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. The address of the principal business office of Mr. Ratel is c/o Technology Capital Group S.A., 5, boulevard de la Foire, L-1528 Luxembourg, Grand-Duchy of Luxembourg ITEM 2(c) Citizenship: Technology Capital Group S.A. is a Luxembourg corporation. Mr. Ratel is a French citizen. 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 ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable 5 Page 5 of 8 Pages ITEM 4 Ownership: The following information with respect to the ownership of Ixia's Common Stock by the Reporting Persons is provided as of December 31, 2000, the last day of the year covered by this Statement. (a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person. (b) Percent of class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which such person has: (i) Sole power to vote or to 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. (iv) Shared power to dispose or to direct the disposition of See Row 8 of cover page for each Reporting Person. ITEM 5 Ownership of Five Percent or Less of a Class: Not applicable 6 Page 6 of 8 Pages 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 each of the Reporting Persons, respectively, except that Mr. Ratel may be deemed to have such rights with respect to Technology Capital Group S.A., due to the fact that he is the principal beneficial owner of the equity interest in Technology Capital Group S.A. 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: Not applicable 7 Page 7 of 8 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 12, 2001 John Seil - ------------------------------------------ Print Name: John Seil, on behalf of Technology Capital Group S.A., as a Director thereof. Pierre Lentz - ------------------------------------------ Print Name: Pierre Lentz, on behalf of Technology Capital Group S.A., as a Director thereof. Stephane Ratel - ------------------------------------------ Stephane Ratel, on behalf of himself. 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) 8 Page 8 of 8 Pages EXHIBIT INDEX
Exhibit Number Exhibit - -------------- ------------------------------------------- 1 Agreement to File Joint Statements on Schedule 13G
EX-1 2 v69349ex1.txt EXHIBIT 1 1 EXHIBIT 1 AGREEMENT TO FILE JOINT STATEMENTS ON SCHEDULE 13G THIS AGREEMENT is entered into as of the 12th day of February, 2001 by and among Technology Capital Group S.A., a Luxembourg corporation ("TCG"); and Stephane Ratel, a French citizen ("Ratel"). W I T N E S S E T H WHEREAS, TCG and Ratel may be deemed to have held or to hold beneficial ownership, individually and/or in the aggregate, of more than five percent of the shares of the Common Stock of Ixia, a California corporation (the "Common Stock"), as of December 31, 2000 and as of December 31 of each calendar year thereafter; 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 as of the end of any calendar year is, under certain circumstances, permitted and/or required to file with the Securities and Exchange Commission a statement on Schedule 13G; and WHEREAS, Rule 13d-1(f) under the Act provides that, whenever two or more persons are permitted to file a statement on Schedule 13G 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 Ratel hereby agrees, in accordance with Rule 13d-1(f) under the Act, to file jointly any and all statements and amended statements on Schedule 13G (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. 2 Each of TCG and Ratel 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(f)(iii) under the Act. This Agreement may be executed in one or more 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. John Seil - ------------------------------------------ Print Name: John Seil, on behalf of Technology Capital Group S.A., as a Director thereof. Pierre Lentz - ------------------------------------------ Print Name: Pierre Lentz, on behalf of Technology Capital Group S.A., as a Director thereof. Stephane Ratel - ------------------------------------------ Stephane Ratel, on behalf of himself. -----END PRIVACY-ENHANCED MESSAGE-----