-----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, C5OshND5szPFWo+yOt320fVii2c1ikSq/8NXHf0dYb8Iw3YXOaGIaZnvoH3pxpPh YXYeKGd1Z3GBwcZflxWGHg== 0000909567-05-001943.txt : 20051206 0000909567-05-001943.hdr.sgml : 20051206 20051206135521 ACCESSION NUMBER: 0000909567-05-001943 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051206 DATE AS OF CHANGE: 20051206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VODAVI TECHNOLOGY INC CENTRAL INDEX KEY: 0000949491 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 860789350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48541 FILM NUMBER: 051246580 BUSINESS ADDRESS: STREET 1: 4717 E. HILTON AVENUE STREET 2: SUITE 400 CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 4804436000 MAIL ADDRESS: STREET 1: 4717 E. HILTON AVENUE STREET 2: SUITE 400 CITY: PHOENIX STATE: AZ ZIP: 85034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTEL NETWORKS LTD CENTRAL INDEX KEY: 0001119664 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 621262580 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ATTN: CORPORATE SECRETARY STREET 2: 8200 DIXIE ROAD, SUITE 100 CITY: BRAMPTON STATE: A6 ZIP: L6T 5P6 BUSINESS PHONE: 9058630000 MAIL ADDRESS: STREET 1: ATTN: CORPORATE SECRETARY STREET 2: 8200 DIXIE ROAD, SUITE 100 CITY: BRAMPTON STATE: A6 ZIP: L6T 5P6 SC 13D 1 t18884sc13d.htm SCHEDULE 13D sc13d
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Vodavi Technology, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

92857V102

(CUSIP Number)

Gordon A. Davies
General Counsel — Corporate and Corporate Secretary
8200 Dixie Road, Suite 100
Brampton, Ontario, Canada L6T 5P6
(905) 863-0000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 3, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).


 

             
CUSIP No. 92857V102 Page 2 of 9 Pages

  1. Name of Reporting Person.
NORTEL NETWORKS LIMITED
I.R.S. Identification Nos. of above persons (entities only).
62-12-62580

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) o  

  3. SEC Use Only

  4. Source of Funds (See Instructions)
OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6. Citizenship or Place of Organization
Canada

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power

8. Shared Voting Power
862,500

9. Sole Dispositive Power

10.Shared Dispositive Power
862,500

  11.Aggregate Amount Beneficially Owned by Each Reporting Person
862,500

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o

  13.Percent of Class Represented by Amount in Row (11)
23.3% based on 3,705,848 shares outstanding as of October 24, 2005

  14.Type of Reporting Person (See Instructions)
CO


 

             
CUSIP No. 92857V102 Page 3 of 9 Pages

  1. Name of Reporting Person.
NORTEL NETWORKS CORPORATION
I.R.S. Identification Nos. of above persons (entities only).

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) o  

  3. SEC Use Only

  4. Source of Funds (See Instructions)
OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6. Citizenship or Place of Organization
Canada

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power

8. Shared Voting Power
862,500

9. Sole Dispositive Power

10.Shared Dispositive Power
862,500

  11.Aggregate Amount Beneficially Owned by Each Reporting Person
862,500

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  13.Percent of Class Represented by Amount in Row (11)
23.3% based on 3,705,848 shares outstanding as of October 24, 2005

  14.Type of Reporting Person (See Instructions)
CO, HC


 

Page 4 of 9 Pages
Item 1. Security and Issuer
     This Statement on Schedule 13D relates to shares of common stock, $0.001 par value per share (the “Shares”), of Vodavi Technology, Inc. (the “Issuer”), a Delaware corporation. The principle executive offices of the Issuer are located at 4717 East Hilton Avenue, Suite 400, Phoenix, AZ 85034.
Item 2. Identity and Background
     This Statement is being filed by Nortel Networks Limited, a corporation incorporated pursuant to the laws of Canada (“NNL”), and Nortel Networks Corporation, a corporation incorporated pursuant to the laws of Canada (“NNC”, and together with NNL, the “Reporting Persons”). NNL is a wholly owned subsidiary of NNC.
     The principle executive offices of NNL and NNC are located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6. NNC, through its wholly owned subsidiaries, including NNL, is a global supplier of networking solutions and services that support the Internet and other public and private data, voice and video networks using wireless and wireline technologies. NNC’s business, through its wholly owned subsidiaries, including NNL, consists of the design, development, manufacture, assembly, marketing, sale, licensing, financing, installation, servicing and support of networking solutions and services.
     This Statement relates to the Shares held for the account of LG-Nortel Co. Ltd. (“LG-Nortel”), a Korean corporation. LG-Nortel is a joint venture between LG Electronics Inc. (“LGE”), a Korean corporation, and NNL. NNL is the majority shareholder of LG-Nortel. Current information about the identity and background of the executive officers and directors of NNL and NNC is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.
     During the past five years, neither of the Reporting Persons, nor to the best of their knowledge, any other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding as a result of which it has been 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 3. Source and Amount of Funds or Other Consideration
     On November 3, 2005, LGE transferred the Shares reported herein to LG-Nortel, as part consideration for certain shares of LG-Nortel pursuant to an agreement between LGE and NNL.
Item 4. Purpose of Transaction
     All of the Shares reported herein as having been acquired or disposed of were acquired or disposed of for investment purposes. Except as set forth herein, neither of the Reporting Persons, nor to the best of their knowledge, any of the persons identified in response to this Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
     The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed

 


 

Page 5 of 9 Pages
advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer
          According to information filed by the Issuer with the Securities and Exchange Commission in its most recent quarterly report on Form 10-Q, the number of Shares outstanding was 3,705,848 as of October 24, 2005.
          (a) The Reporting Persons may be deemed the beneficial owners of the 862,500 Shares (approximately 23.3% of the total number of Shares outstanding).
          (b) The Reporting Persons may be deemed to have shared power to direct the voting and disposition of the 862,500 Shares that they may be deemed to beneficially own as set forth above.
          (c) Except for the transaction described herein, there have been no transactions effected with respect to the Shares during the past sixty (60) days by either of the Reporting Persons.
          (d) As a minority shareholder of LG-Nortel, LGE also may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
          (e) Not applicable.
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
          None.
Item 7.   Material to be filed as Exhibits
          None.

 


 

Page 6 of 9 Pages
SIGNATURES
     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: December 1, 2005
         
NORTEL NETWORKS LIMITED
 
 
 
   
By:
  /s/ Gordon A. Davies
 
   
Name:
Title:
  Gordon A. Davies
General Counsel — Corporate
and Corporate Secretary
 
   
NORTEL NETWORKS LIMITED
 
 
 
   
By:
  /s/ Anna Ventresca
 
   
Name:
Title:
  Anna Ventresca
Assistant Secretary
 
   
NORTEL NETWORKS CORPORATION
 
 
 
   
By:
  /s/ Gordon A. Davies
 
   
Name:
Title:
  Gordon A. Davies
General Counsel — Corporate and Corporate Secretary
 
   
NORTEL NETWORKS CORPORATION
 
 
 
   
By:
  /s/ Anna Ventresca
 
   
Name:
Title:
  Anna Ventresca
Assistant Secretary

 


 

Page 7 of 9 Pages
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF NORTEL NETWORKS LIMITED
AND NORTEL NETWORKS CORPORATION
NNL and NNC currently have the same directors and executive officers. The name, citizenship, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, or each of the directors and executive officers of Nortel Networks Limited and Nortel Networks Corporation is set forth below. Unless otherwise indicated below, the business address of each executive officer is Nortel Networks, 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6.
Directors
     
Jalynn H. Bennett
  President
Canadian
  Jalynn H. Bennett and Associates Ltd.
247 Davenport Road, Suite 303
 
  Toronto, Ontario
 
  Canada M4R 1J9
 
   
Dr. Manfred Bischoff
  Chairman of the Board of EADS N.V.
German
  Willy-Messerschmitt-Strabe, Tor 1
 
  85521 Ottobrunn
 
  Germany
 
   
Robert E. Brown
  President and Chief Executive Officer
Canadian
  CAE Inc.
 
  8585 Cote-de-Liesse
 
  Saint-Laurent, Quebec
 
  Canada H4T 1G6
 
   
John E. Cleghorn
  Chairman of the Board
Canadian
  SNC-Lavalin Group Inc.
 
  31st Floor, Suite 3115, South Tower
 
  Royal Bank Plaza
 
  200 Bay Street
 
  Toronto, Ontario
 
  Canada M5J 2J5
 
   
The Honorable James B. Hunt, Jr.
  Partner
American
  Womble Carlyle Sandridge & Rice
Suite 2100
 
  150 Fayetteville Street Mall
 
  Raleigh, North Carolina
 
  27601 U.S.A.
 
   
Robert A. Ingram
  Vice Chairman Pharmaceuticals
American
  GlaxoSmithKline plc
 
  5 Moore Drive
 
  Research Triangle Park, North Carolina
 
  27709 U.S.A.

 


 

Page 8 of 9 Pages
     
John A. MacNaughton
  Corporate Director
Canadian
  22 St. Clair Avenue East, Suite 1010
 
  Toronto, Ontario
 
  Canada M4T 2S3
 
   
The Hon. John P. Manley
  Senior Counsel
Canadian
  McCarthy Tétrault LLP
 
  The Chambers
 
  Suite 1400, 40 Elgin Street
 
  Ottawa, Ontario
 
  Canada K1P 5K6
 
   
Richard D. McCormick
  Chairman Emeritus, US West
American
  3200 Cherry Creek South Drive, #230
 
  Denver, Colorado
 
  80209 U.S.A.
 
   
Ronald W. Osborne
  Chairman of the Board
Canadian
  Sun Life Financial Inc.
 
  150 King Street West, 6th Floor
 
  Toronto, Ontario
 
  Canada M5H 1J9
 
   
Harry J. Pearce
  Chairman of the Board
American
  Nortel Networks
 
  8200 Dixie Road, Suite 100
 
  Brampton, Ontario
 
  Canada L6T 5P6
 
   
Mike S. Zafirovski
  President and Chief Executive Officer
American
  Nortel Networks
 
  8200 Dixie Road, Suite 100
 
  Brampton, Ontario
 
  Canada L6T 5P6
Executive Officers
     
Robert J. Bartzokas
  Chief Audit and Security Officer
American
   
 
   
Martha H. Bejar
  President, CALA and Emerging Markets Strategy
American
   
 
   
Chahram Bolouri
  Senior Advisor
Canadian
   
 
   
Malcolm K. Collins
  President, Enterprise Networks
British
   
 
   
Peter W. Currie
  Executive Vice-President and Chief Financial Officer
Canadian
   

 


 

Page 9 of 9 Pages
     
Pascal Debon
  Senior Advisor
French
   
 
   
William J. Donovan
  Senior Vice-President, Human Resources
American
   
 
   
Albert R. Hitchcock
  Chief Information Officer
British
   
 
   
Dion C. Joannou
  President, North America
American
   
 
   
Paul W. Karr
  Controller
American
   
 
   
Richard S. Lowe
  President, Mobility and Converged Core Networks
Canadian
   
 
   
Peter D. MacKinnon
  President, GSM/UMTS/Chairman, LG
Canadian
   
 
   
Robert Y.L. Mao
  President and Chief Executive Officer, Greater
American
  China
 
   
Stephen C. Pusey
  Executive Vice-President and President, Eurasia
British
   
 
   
Ralph E.C. Richardson
  Chief Marketing Officer
American
   
 
   
Susan E. Shepard
  Chief Ethics and Compliance Officer
American
   
 
   
Stephen F. Slattery
  President, Enterprise Solutions and Packet Networks
Canadian
   
 
   
Katharine B. Stevenson
  Treasurer
Canadian/American
   
 
   
Mike S. Zafirovski
  President and Chief Executive Officer
American
   

Except as set forth herein, to the best of the Reporting Persons’ knowledge:
 
(a)   None of the above persons hold any Shares.
 
(b)   None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares.

 

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