SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INTELECT COMMUNICATIONS, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
458144102
(CUSIP NUMBER)
JOHN L. THOMPSON
SJMB, L.P.
C/O SJMB, L.L.C.
777 POST OAK BLVD., SUITE 950
HOUSTON, TEXAS 77056
(713) 871-0799
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
July 7, 2000
(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 WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX. [ ]
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT. [ ]
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.
<PAGE>
CUSIP No. 458144102 13D/A
---------
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
SJMB, L.L.C. 76-0559974
----------
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group* (b) [ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds*
N/A
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 5,265,629
by Each Reporting
Person With --------------------------------------------------
(8) Shared Voting
Power 0
--------------------------------------------------
(9) Sole Dispositive
Power 5,265,629
--------------------------------------------------
(10) Shared Dispositive
Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,265,629
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.8%
--------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
--------------------------------------------------------------------------------
-2-
<PAGE>
ITEM 1. Security and Issuer.
This statement constitutes Amendment No. 4 to the statement on Schedule 13D
filed with the Securities and Exchange Commission on July 16, 1998, (the
"Original Filing"), with respect to shares of the common stock, par value $.01
per share (the "Common Stock"), of Intelect Communications, Inc., a Delaware
corporation ("ICOM") of 1100 Executive Drive, Richardson, Texas 75081,
beneficially owned by SJMB, L.P., a Delaware partnership ("SJMB"). This
Amendment No. 4 reflects certain material changes in the information set forth
in the Original Statement, as follows:
Except as specifically provided herein, this Amendment does not modify any of
the information previously reported on the Schedule 13D, as amended.
ITEM 2. Identity and Background.
Item 2 is hereby amended in its entirety to read as follows:
(a)-(c) This Statement is filed by SJMB, L.L.C., a Delaware corporation
("SJMBLLC"). SJMBLLC is the sole general partner of SJMB, L.P., a Delaware
limited partnership ("SJMB"), and SJMBLLC's principal business is the conduct of
the operations and business of SJMB. SJMBLLC's principal business is merchant
banking. The principal business offices of SJMBLLC and SJMB is 777 Post Oak
Blvd., Suite 950, Houston, Texas 77056. The directors of SJMBLLC are Charles
Underbrink and John Thompson, and its executive officers are Charles Underbrink,
CEO, and John Thompson, President. The business address of each of the executive
officers and directors is 777 Post Oak Blvd., Suite 950, Houston, Texas 77056.
(d)-(e) During the five years prior to the date hereof, none of SJMBLLC
nor, to the best of its knowledge, any executive officer or director of SJMBLLC
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
such person 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 or such laws.
ITEM 5. Interest in Securities of the Issuer.
Item 5 is herby amended to add the following:
On August 13, 1999 SJMB entered into a Repayment and Exchange Agreement (the
"Agreement") related to the Note that provided among other things, SJMB the
ability to convert all accrued and unpaid principal and interest into common
stock. About that time, SJMB converted $703,631 of accrued and unpaid principal
and interest into 1,055,393 shares of common stock at $0.67 per share. Does not
include $74,632 of unpaid principal and interest (111,942 shares of common
stock) beneficially owned by Falcon Seaboard Investment Co., L.P. through a
participation agreement with SJMB. On January 19, 2000, SJMB converted an
additional $5,400,000 of accrued and unpaid principal and interest into
3,280,848 shares common stock at a price equal to $1.6459 per share. Does not
include $600,000 (364,539 shares of common stock) of unpaid principal and
interest which is beneficially owned by Falcon Seaboard Investment Co., L.P.
through a participation agreement with SJMB. On April 24, 2000, SJMB converted
an additional $1,350,000 of accrued and unpaid principal and interest into
690,797 shares of common stock at a price of $1.9543 per share. Does not include
$150,000 (76,755 shares of common stock) of unpaid principal and interest which
is beneficially owned by Falcon Seaboard Investment Co., L.P. through a
participation agreement with SJMB. On June 20, 2000, SJMB converted an
additional $720,368 of accrued and unpaid principal and interest into 401,115
shares of common stock at a price of $1.7959 per share. Does not include $80,041
(44,568 shares of common stock) of unpaid principal and interest which is
beneficially owned by Falcon Seaboard Investment Co., L.P. through a
participation agreement with SJMB. As of June 21, 2000, SJMB no longer has any
convertible principal or accrued interest outstanding from ICOM.
-3-
<PAGE>
SJMB sold the following amounts of ICOM stock on the following dates: (Does
not include shares beneficially owned by Falcon Seaboard Investment Co., L.P.
through a participation agreement with SJMB.)
December 1, 1999 318,756
December 2, 1999 731,846
March 21, 2000 190,800
March 24, 2000 36,720
March 28, 2000 160,110
March 29, 2000 120,420
March 30, 2000 70,200
March 31, 2000 306,450
April 18, 2000 16,020
May 5, 2000 130,230
May 8, 2000 144,000
June 2, 2000 242,730
June 6, 2000 54,000
June 8, 2000 45,000
June 9, 2000 28,170
June 12, 2000 31,500
June 27, 2000 47,394
June 29, 2000 132,660
June 30, 2000 64,948
July 7, 2000 14,040
July 13, 2000 45,000
July 17, 2000 94,680
July 19, 2000 76,860
July 21, 2000 49,500
July 28, 2000 90,000
August 2, 2000 126,000
August 3, 2000 81,000
August 9, 2000 117,000
SJMB also holds 1,080,000 shares of common stock issuable upon the exercise of
warrants issued on April 2, 1998 and 382,500 shares of common stock issuable
upon the exercise of warrants issued on January 13, 1999 and an additional
1,621,801 shares pursuant to anti-dilution provisions in such warrants as of
November 10, 1998. (Does not include 430,642 shares of common stock and 342,700
shares of common stock issuable upon the exercise of warrants which are
beneficially owned by Falcon Seaboard Investment Co., L.P. through a
participation agreement with SJMB.) The warrants, which were filed with the
Securities and Exchange Commission on March 31, 1998 as Exhibit 10.70 in ICOM's
10-K for the year ended 1997, require ICOM to inform SJMB of events that trigger
the warrant anti-dilution provisions and the impact of such events. ICOM has not
formally informed SJMB of any such events subsequent to November 10, 1998.
However, SJMB believes that several events have occurred that trigger the
warrant anti-dilution provisions and the foregoing does not include additional
shares that will be issued to SJMB nor any adjustment to the exercise price as
the result of such subsequent events. SJMB has requested ICOM clarify the
details of any such subsequent events and is currently waiting for such
clarification. Once ICOM, in compliance with the anti-dilution provisions of the
warrants, informs SJMB of the additional warrants and adjustment to the exercise
price to be issued as a result of the subsequent event, SJMB will further amend
to reflect the additional shares to which it is a beneficial owner. In July,
2000 ICOM was served with a lawsuit in a case styled St. James Capital Partners,
L.P. and SJMB, L.P. v. Intelect Communications, Inc. filed in state district
court in Harris County, Texas. As has been previously disclosed by ICOM, ICOM
and St. James Capital Partners, L.P. ("SJCP") and SJMB, L.P. ("SJMB")(SJCP and
SJMB collectively "St. James") are in disagreement as to the operation of the
anti-dilution provisions in warrants which ICOM issued to St. James. The dispute
in question relates to warrants originally issued to St. James in April 1998 at
an exercise price of $7.50 per share to purchase an aggregate of 1.5 million
shares, and an additional 535,000 shares issued to them in January 1999 at an
exercise price of $3.20 per share. St. James
-4-
<PAGE>
has petitioned the court for declaratory relief, among other claims, to require
the ICOM to acknowledge that St. James is entitled to a re-set of the exercise
price on each of the warrants to a price of $0.561 per share and would be
entitled to an aggregate of approximately 25 million shares to be issued upon
exercise of such warrants. (These amounts include amounts beneficially owned by
Falcon Seaboard Investment Co., L.P.)
SJMB disclaims ownership of all shares subject to the participation agreement
with Falcon Seaboard Investment Co., L.P.
Dated: August 18, 2000
SJMB, L.L.C.
By: /s/ JAMES H. HARRISON
Name: James H. Harrison
Title: Vice President
SJMB, L.P.
By: SJMB, L.L.C.,
General Partner
By: /s/ JAMES H. HARRISON
Name: James H. Harrison
Title: Vice President
-5-
