SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
SIROIS CHARLES

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST
38TH FLOOR

(Street)
MONTREAL, QUEBEC H3B 4W8

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2005
3. Issuer Name and Ticker or Trading Symbol
TALEO CORP [ TLEO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 3,630,362 I See Footnote(1)(2)(3)(4)(5)(6)(7)(8)(9)
Class B Common Stock 1,267,876 I See Footnote(1)(2)(3)(4)(5)(6)(7)(8)(9)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Preferred Stock (10) (11) Class A Common Stock 1,783,110 $0.2633 I See Footnote(1)(2)(3)(4)(5)(6)(7)(8)(9)
Class C Preferred Stock (10) (11) Class A Common Stock 11,357,691 $0.1667 I See Footnote(1)(2)(3)(4)(5)(6)(7)(8)(9)
See Footnote(12) (10) (11) Class A Common Stock 1,256,856 $0.1667 I See Footnote(1)(2)(3)(4)(5)(6)(7)(8)(9)
See Footnote(13) (10) (11) Class A Common Stock 6,350,400 $0.1667 I See Footnote(1)(2)(3)(4)(5)(6)(7)(8)(9)
1. Name and Address of Reporting Person*
SIROIS CHARLES

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST
38TH FLOOR

(Street)
MONTREAL, QUEBEC H3B 4W8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Telesystem Ltd.

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gestion Charles Sirois Inc.

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Telsoft Ventures Inc.

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Telesystem Software Ventures Limited Partnership

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Telemex Inc.

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Telesystem Investments Inc.

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Placements Charles Sirois Inc.

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Telesystem Special Fund I L.P.

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD. WEST

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. (A) 1,358,508 shares of the 3,630,362 shares of Class A Common Stock of Taleo Corporation ("Taleo") may be deemed to be beneficially owned by Telesystem Special Fund I L.P. Telesystem Special Fund I L.P. is the holder of record of 8,151,048 shares of Class C Preferred Stock of Taleo, which shares are convertible into 1,358,508 shares of Class A Common Stock of Taleo based on a conversion ratio of 1 share of Series C Preferred Stock being convertible into 0.1667 share of Class A Common Stock. The shares of Series C Preferred Stock are convertible into Class A Common Stock at the option of the holder at any time and shall automatically convert into Class A Common Stock immediately upon the effectiveness of a firm commitment underwritten public offering pursuant to an effective Registration Statement on Form S-1.
2. As the General Partner of Telesystem Special Fund L.P., Telesystem Ltd. (a Quebec company) is deemed to beneficially own the 1,358,508 shares of Class A Common Stock held by Telesystem Special Fund L.P. because, it has the sole power to vote or to direct the voting of these shares and it has the sole power to dispose or to direct the disposition of these shares. As the controlling shareholder of Telesystem Ltd., Telesystem Investments Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Telesystem Ltd. As the controlling shareholder of Telesystem Investments Inc., Telemex Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Telesystem Investments Inc.
3. As the controlling shareholder of Telemex Inc., Placements Charles Sirois Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Telemex Inc. As the controlling shareholder of Placements Charles Sirois Inc., Mr. Charles Sirois is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Placements Charles Sirois Inc. Each of Telesystem Special fund I L.P., Telesystem Ltd., Telesystem Investments Inc., Telemex, Inc., Placements Charles Sirois and Mr. Charles Sirois disclaim beneficial ownership in such securities except to the extent of their pecuniary interest therein.
4. (B) 2,062,378 shares of the 3,630,362 shares of Class A Common Stock of Taleo may be deemed to be beneficially owned by Telesystem Software Ventures Limited Partnership ("Telsoft"). Telsoft is the holder of record of 1,058,400 Shares of Class B Common Stock of Taleo and of 6,350,400 Exchangeable Preferred Class B Shares of 9090-5415 Quebec Inc. The 6,350,400 Exchangeable Preferred Class B Shares of 9090-5415 Quebec Inc. are exchangeable into 1,058,400 shares of Class A Common Stock of Taleo on a 6 for 1 basis. Immediately upon the exchange of these shares, the 1,058,400 shares of Class B Common Stock shall be redeemable by Taleo for a sum of $10.58 being $0.0001 per share. The Exchangeable Preferred Class B Shares of 9090-5415 Quebec Inc. are exchangeable at any time at the request of their holders.
5. Telsoft is also the registered holder of 3,206,643 shares of Class C Preferred Stock of Taleo, which shares are convertible into 534,441 shares of Class A Common Stock of Taleo based on a conversion ratio of 1 share of Series C Preferred Stock being convertible into 0.1667 share of Class A Common Stock. Telsoft is also the registered holder of 1,783,110 shares of Class B Preferred Stock of Taleo which shares are convertible into 469,537 shares of Class A Common Stock of Taleo based on a conversion ratio of 1 share of Class B Preferred Stock being convertible into 0.2633 share of Class A Common Stock. The shares of Series B Preferred Stock are convertible at the option of the holder at any time and shall automatically convert into Class A Common Stock immediately upon the effectiveness of a firm commitment underwritten public offering pursuant to an effective Registration Statement on Form S-1.
6. As the General Partner of Telsoft, Telsoft Ventures Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock held by Telsoft because it has the sole power to vote or to direct the voting of these shares and it has the sole power to dispose or to direct the disposition of these shares. As the controlling shareholder of Telsoft Ventures Inc., Telesystem Ltd is also deemed to beneficially own the shares of Class A Common Stock held by Telsoft. As the controlling shareholder of Telesystem Ltd, Telesystem Investments Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Telesystem Ltd. As the controlling shareholder of Telesystem Investments Inc., Telemex Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Telesystem Investments Inc.
7. As the controlling shareholder of Telemex Inc., Placements Charles Sirois Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Telemex Inc. As the controlling shareholder of Placements Charles Sirois Inc., Mr. Charles Sirois is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Placements Charles Sirois Inc. Each of Telsoft, Telsoft Ventures Inc., Telesystem Ltd., Telesystem Investments Inc., Telemex, Inc., Placements Charles Sirois and Mr. Charles Sirois disclaim beneficial ownership in such securities except to the extent of their pecuniary interest therein.
8. (C) 209,476 shares of the 3,630,362 shares of Class A Common Stock of Taleo may be deemed to be beneficially owned by Gestion Charles Sirois Inc. Gestion Charles Sirois Inc. is the holder of record of 418,952 shares of Class B Common Stock of Taleo and of 2,513,712 Exchangeable Preferred Class A Shares of 9090-5415 Quebec Inc. However Gestion Charles Sirois Inc. may be deemed to be the beneficial owner of only 209,476 of the Class B Common Stock of Taleo and of 1,256,856 Exchangeable Preferred Class A Shares of 9090-5415 Quebec Inc. because the remaining shares are held by it as agent for a third party and, pursuant to the agency agreement, it does not have voting power or investment power over these shares. The 1,256,856 Exchangeable Preferred Class A Shares of 9090-5415 Quebec Inc. are exchangeable at any time at the request of their holders into 209,476 shares of Class A Common Stock of Taleo on a 6 for 1 basis.
9. Immediately upon the exchange of these shares, the 209,476 shares of Class B Common Stock shall be redeemable by Taleo for a sum of $4.19 being $0.0001 per share. The Exchangeable Preferred Class A Shares of 9090-5415 Quebec Inc. are exchangeable any time at the request of their holders. As the sole shareholder of Gestion Charles Sirois Inc., Mr. Charles Sirois is deemed to beneficially own the 209,476 shares of Class A Common Stock beneficially owned by Gestion Charles Sirois Inc. Each of Gestion Charles Sirois Inc. and Mr. Charles Sirois disclaim beneficial ownership in such securities except to the extent of their pecuniary interest therein.
10. Immediately.
11. Not applicable.
12. Exchangeable Preferred Class A Shares of 9090-5415 Quebec Inc.
13. Exchangeable Preferred Class B Shares of 9090-5415 Quebec Inc.
Remarks:
Exhibit List Exhibit 24 - Statement Appointing Designated Filer and Authorized Signer Exhibit 99 - Joint Filer Information
On behalf of all reporting persons listed on Exhibit 99 (as Authorized Signer): /s/ Michel Cordeau 08/25/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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