-----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, G4mVYb9ikf0sUXPCVhejHQk4C2Dyais7q0SSYfIvYpZ8EXZqPBk7yq1r9HAXD/RW YOq1yJpdl+TfBkAE4ZrC6w== 0001341004-06-001830.txt : 20060629 0001341004-06-001830.hdr.sgml : 20060629 20060629164312 ACCESSION NUMBER: 0001341004-06-001830 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 GROUP MEMBERS: VECTOR CAPITAL CORPORATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIHAYLO STEVEN G CENTRAL INDEX KEY: 0000902111 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 6029619000 MAIL ADDRESS: STREET 1: 7300 W BOSTON STREET CITY: CHANDLER STATE: AZ ZIP: 85226-3224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTER TEL INC CENTRAL INDEX KEY: 0000350066 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 860220994 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34070 FILM NUMBER: 06934350 BUSINESS ADDRESS: STREET 1: 1615 S. 52ND STREET STREET 2: . CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 480-449-8900 MAIL ADDRESS: STREET 1: 1615 S. 52ND STREET STREET 2: . CITY: TEMPE STATE: AZ ZIP: 85281 SC 13D/A 1 los412281.txt AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 6) Inter-Tel, Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 458372109 - -------------------------------------------------------------------------------- (CUSIP Number) Steven G. Mihaylo P.O. Box 19790 Reno, Nevada 89511 (775) 338-4699 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Brian J. McCarthy, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Los Angeles, California 90071 (213) 687-5000 June 28, 2006 - -------------------------------------------------------------------------------- (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 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 [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.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). - ---------- -------------------------------------------------------------------- 1. Names of Reporting Persons. Steven G. Mihaylo I.R.S. Identification Nos. of above persons (entities only). Not applicable. - ---------- -------------------------------------------------------------------- 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, BK - ---------- -------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [__] - ---------- -------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - ------------------------- -------- -------------------------------------------- Number of Shares 7. Sole Voting Power Beneficially Owned by Each Reporting Person 5,179,498 With -------- -------------------------------------------- 8. Shared Voting Power None -------- -------------------------------------------- 9. Sole Dispositive Power 5,179,498 -------- -------------------------------------------- 10. Shared Dispositive Power None - ---------- -------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,179,498 - ---------- --------------------------------------------------------------------- 12. Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [__] - ---------- --------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 19.6% - ---------- --------------------------------------------------------------------- 14. Type Of Reporting Person (See Instructions) IN - ---------- --------------------------------------------------------------------- CUSIP No. 458372 109 ---------- - ---------- -------------------------------------------------------------------- 1. Names of Reporting Persons. Vector Capital Corporation I.R.S. Identification Nos. of above persons (entities only). 94-3311525 - ---------- -------------------------------------------------------------------- 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, BK - ---------- -------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [__] - ---------- -------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Delaware - ------------------------- -------- -------------------------------------------- Number of Shares 7. Sole Voting Power Beneficially Owned by Each Reporting Person None* With -------- -------------------------------------------- 8. Shared Voting Power None* -------- -------------------------------------------- 9. Sole Dispositive Power None* -------- -------------------------------------------- 10. Shared Dispositive Power None* - ---------- -------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person None* - ---------- --------------------------------------------------------------------- 12. Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [X]* - ---------- --------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 0% - ---------- --------------------------------------------------------------------- 14. Type Of Reporting Person (See Instructions) CO - ---------- --------------------------------------------------------------------- *Vector Capital Corporation affirms membership in a "group" for purposes of Section 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, with Steven G. Mihaylo, but disclaims beneficial ownership of the shares of the Issuer's Common Stock beneficially owned by Mr. Mihaylo. This Amendment No. 6 amends and supplements the Schedule 13D, dated March 3, 2006 (the "Original Schedule 13D"), and filed by Steven G. Mihaylo ("Mr. Mihaylo") with the Securities and Exchange Commission (the "SEC") on March 6, 2006, as amended by Amendment No. 1 thereto, dated April 10, 2006 and filed by Mr. Mihaylo with the SEC on April 10, 2006 ("Amendment No. 1"), Amendment No. 2 thereto, dated April 21, 2006 and filed by Mr. Mihaylo with the SEC on April 21, 2006 ("Amendment No. 2"), Amendment No. 3 thereto, dated May 8, 2006 and filed by Mr. Mihaylo with the SEC on May 8, 2006 ("Amendment No. 3"), Amendment No. 4 thereto, dated May 18, 2006 and jointly filed by Mr. Mihaylo and Vector Capital Corporation ("Vector") with the SEC on May 18, 2006 ("Amendment No. 4"), and Amendment No. 5 thereto, dated June 15, 2006 and filed by Mr. Mihaylo and Vector with the SEC on June 15, 2006 ("Amendment No. 5" and, collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the "Schedule 13D"), with respect to the common stock, no par value per share ("Common Stock"), of Inter-Tel, Incorporated ("Inter-Tel"). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. The response to Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 2. Alexander R. Slusky ("Mr. Slusky") is the sole Director and President of Vector and Dewey Chambers ("Mr. Chambers") is the Chief Financial Officer of Vector. Each of Mr. Slusky and Mr. Chambers are United States citizens. The business address of each is c/o Vector, 456 Montgomery Street, 19th Floor, San Francisco, California 94104. During the last five years, neither Mr. Slusky nor Mr. Chambers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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. ITEM 4. PURPOSE OF TRANSACTION. The response to Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 4. On June 28, 2006, Mr. Mihaylo, Summit and Inter-Tel entered into an amendment to the Settlement Agreement (the "Amendment"). In addition to other related issues, the Amendment specifically provides that: o Inter-Tel will provide additional due diligence to Mr. Mihaylo and his financing sources. o The Inter-Tel Board will not review or respond to Mr. Mihaylo's and Vector's June 14, 2006 proposal to purchase Inter-Tel for $22.50 per share in cash, which proposal was conditioned upon, among other things, "confirmatory due diligence." o Mr. Mihaylo will have until July 28, 2006 to submit a proposal to the Inter-Tel Board not conditioned on "confirmatory due diligence" to purchase all of Inter-Tel's shares for cash. All other provisions of the Settlement Agreement remain in place. A copy of the Amendment is filed as Exhibit 14 hereto and is incorporated by this reference. Also on June 29, 2006, Mr. Mihaylo and Inter-Tel announced that they had entered into the Amendment. A copy of the press release is filed as Exhibit 15 hereto and is incorporated herein by this reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The response to Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of such Item 5. Neither Mr. Slusky nor Mr. Chambers has sole or shared voting or dispositive power with respect to any shares of Common Stock, and each disclaims beneficial ownership of shares of Common Stock beneficially owned by Mr. Mihaylo. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The response to Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of such Item 6. The information set forth in Item 4 hereof with respect to the Amendment is incorporated herein by this reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 7 of the Schedule 13D is hereby amended and supplemented by deleting the reference to Exhibit 14 and replacing it with the following: Exhibit 14: Amendment to Settlement Agreement, dated June 28, 2006, among Inter-Tel, Incorporated, Steven G. Mihaylo and Summit Growth Management LLC. Exhibit 15: Press release issued by Inter-Tel, Incorporated and Steven G. Mihaylo on June 29, 2006. Exhibit 16: Joint Filing Agreement between Vector Capital Corporation and Steven G. Mihaylo dated May 18, 2006 (incorporated by reference to Exhibit 7 to the Schedule 13D). 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. Dated: June 29, 2006 /s/ Steven G. Mihaylo --------------------------------- STEVEN G. MIHAYLO VECTOR CAPITAL CORPORATION By: /s/ Christopher G. Nicholson --------------------------------- Name: Christopher G. Nicholson Its: Authorized Signatory EXHIBIT INDEX The Exhibit Index to the Schedule 13D is hereby amended and supplemented by deleting the reference to Exhibit 14 and replacing it with the following: Exhibit 14: Amendment to Settlement Agreement, dated June 28, 2006, among Inter-Tel, Incorporated, Steven G. Mihaylo and Summit Growth Management LLC. Exhibit 15: Press release issued by Inter-Tel, Incorporated and Steven G. Mihaylo on June 29, 2006. Exhibit 16: Joint Filing Agreement between Vector Capital Corporation and Steven G. Mihaylo dated May 18, 2006 (incorporated by reference to Exhibit 7 to the Schedule 13D). EX-99 2 ex14sc13d.txt EXHIBIT 14 - AMENDMENT TO SETTLEMENT AGREEMENT Exhibit 14 Amendment to Settlement Agreement First Amendment, dated June 28, 2006 (the "Amendment"), to the Settlement Agreement, dated as of May 5, 2006 (the "Settlement Agreement"), among Inter-Tel, Incorporated ("Inter-Tel" or the "Company"), Steven G. Mihaylo ("Mr. Mihaylo") and Summit Growth Management LLC, a wholly owned affiliate of Mr. Mihaylo ("Summit"). WHEREAS, Mr. Mihaylo and certain affiliates on June 14, 2006 sent a letter (the "June 14 Offer") to the Company setting forth what they claimed to be a Mihaylo Offer (as defined in the Settlement Agreement). WHEREAS, the June 14 Offer contained financing commitments that were "subject to confirmatory due diligence." WHEREAS, the Special Committee of the Board of Directors of Inter-Tel (the "Special Committee") has taken the position that the June 14 Offer is, because of the "confirmatory due diligence" condition, not a Mihaylo Offer. WHEREAS, Mr. Mihaylo has taken the position that the "confirmatory due diligence" condition was necessitated by the Company's noncompliance with its obligation under Section 4 of the Settlement Agreement to provide Mr. Mihaylo and his advisors and financing sources access to the reasonable due diligence information requested in good faith in order to facilitate their making a Mihaylo Proposal prior to June 15, 2006; WHEREAS, the parties, without agreeing as to whether the June 14 Offer is or is not a Mihaylo Offer or whether the Company did or did not comply with its obligations under the Settlement Agreement, wish to resolve this dispute and amend the Settlement Agreement. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound hereby agree as follows: 1. The Special Committee and Board will not respond to the June 14 Offer and the Mihaylo Parties will waive any right to claim that the failure to respond triggers their right to make a Mihaylo Request to call a Special Meeting pursuant to Section 5 of the Settlement Agreement. 2. The Company will promptly provide Mr. Mihaylo, his advisors and his financing sources in good faith such additional due diligence information and access to information, facilities, persons and business records as is customary and reasonably necessary to allow Mr. Mihaylo and his affiliates and partners to make an offer (and his financing sources to provide commitment letters) without the "subject to confirmatory due diligence" condition and otherwise meeting all of the criteria for a Mihaylo Proposal set forth in the Settlement Agreement; provided, that if the Company announces an extraordinary transaction prior to the earlier of July 28, 2006 or the submission of a Mihaylo Proposal, such offer may be conditioned on the extraordinary transaction not being consummated or conditioned on due diligence regarding the extraordinary transaction and, in that event, such conditions shall not cause it to fail to constitute a Mihaylo Proposal if such offer otherwise meets all of the criteria for a Mihaylo Proposal set forth in the Settlement Agreement. The scope, nature and conditions to such additional due diligence have been generally agreed to by the financial advisors to the respective parties. Such additional due diligence information will be subject to the terms and restrictions of the respective Confidentiality Agreements, each dated May 5, 2006 (the "Confidentiality Agreements") between the Company and each of Mr. Mihaylo, RBC Capital Markets Corporation and Vector Capital Corporation, and such additional appropriate provisions as reasonably necessary or desirable to protect the Company or the confidential or proprietary information of the Company. 3. Sections 4 and 7 of the Settlement Agreement are amended by deleting therefrom all references to June 15, 2006 and substituting in each place thereof the date of July 28, 2006. 4. Sections 7 and 8 of the Settlement Agreement are amended by deleting therefrom all references to August 31, 2006 and substituting in each place thereof the date of September 30, 2006. 5. Except as expressly amended herein, the Settlement Agreement continues and remains in full force and effect. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment have the same meaning as those in the Settlement Agreement. 6. All notices, demands and other communications to be given or delivered to the Company in accordance with Section 19 of the Agreement shall be copied to (which copy shall not constitute notice): Bingham McCutchen LLP 355 South Grand Avenue, Suite 4400 Los Angeles, California 90071 Attention: Stephen D. Alexander 7. This First Amendment may be executed by the parties in any number of counterparts. Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same Amendment. 8. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California applicable to agreements made and to be fully performed therein (excluding the conflict of laws rules). [signature page follows] IN WITNESS WHEREOF, each of the undersigned parties has executed or caused this Amendment to be executed on the date first above written. INTER-TEL, INCORPORATED By: /s/ Norman Stout ---------------------------- Name: Norman Stout Title: CEO /s/ Steven G. Mihaylo --------------------------------- STEVEN G. MIHAYLO SUMMIT GROWTH MANAGEMENT LLC By: /s/ Steven G. Mihaylo ------------------------------ Name: Steven G. Mihaylo Title: Managing Member EX-99 3 ex15sc13d.txt EXHIBIT 15 - PRESS RELEASE Exhibit 15 INTER-TEL AND STEVEN G. MIHAYLO AMEND THEIR SETTLEMENT AGREEMENT TEMPE, AZ, June 29, 2006 -- Inter-Tel, Incorporated (Nasdaq: INTL and "the Company") and Steven G. Mihaylo, Inter-Tel's founder, former Chairman and Chief Executive Officer and largest shareholder, announced today that they have amended the Settlement Agreement that they previously entered into and announced on May 5, 2006. A copy of the Amendment will be filed with the Securities and Exchange Commission (SEC) and will be available from Inter-Tel as set forth below under "Additional Information." In addition to other related issues, the Amendment specifically provides that: o Inter-Tel will provide additional due diligence to Mr. Mihaylo and his financing sources. o The Inter-Tel Board will not review or respond to Mr. Mihaylo's June 14, 2006 proposal to purchase the Company for $22.50 per share, which proposal was conditioned upon, among other things, "confirmatory due diligence." o Mr. Mihaylo will have until July 28, 2006 to submit a proposal to the Inter-Tel Board not conditioned on "confirmatory due diligence" to purchase all the Company's shares for cash. All other provisions of the May 5, 2006 Settlement Agreement remain in place. About Inter-Tel, Incorporated Inter-Tel offers value-driven communications products; applications utilizing networks and server-based communications software; and a wide rage of managed services that include voice and data network design and traffic provisioning, custom application development, and financing solutions packages. An industry-leading provider focused on the communication needs of business enterprises, Inter-Tel employs nearly 2,000 communications professionals, and services business customers through a network of 60 company-owned, direct sales offices and over 350 authorized providers in North America, Europe, Australia and south Africa. More information is available at www.inter-tel.com Additional Information Inter-Tel Incorporated will file a copy of the Amendment as an Exhibit to its Form 8-K with the SEC. STOCKHOLDERS OF INTER-TEL ARE URGED TO READ THE FORM 8-K AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders can obtain free copies of the Form 8-K and other documents when they become available by contacting investor relations at investorrelations@inter-tel.com, or by mail at Inter-Tel Incorporated Investor Relations, 1615 South 52nd Street, Tempe, Arizona 85281, or by telephone at 1-480-449-8900. In addition, documents filed with the SEC by Inter-Tel are available free of charge at the SEC's website at www.sec.gov. Safe Harbor This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered to be forward-looking statements. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from our current expectations. These risks and uncertainties include, but are not necessarily limited to, the risks and uncertainties contained in the Company's previously filed SEC reports, including the Company's Annual Report on Form 10-K filed March 6, 2006, Form 10-Q filed on November 9, 2005 and Current Reports on Form 8-K. Inter-Tel disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Contacts: Inter-Tel: Kurt Kneip, CFO, and Norman Stout, CEO, 480-449-8900 Steven G. Mihaylo: Mike Sitrick and Terry Fahn, Sitrick and Company, (310) 788-2850 -----END PRIVACY-ENHANCED MESSAGE-----