FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instructions 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
_______________________________________________________________________________
1. Name and Address of Reporting Person
SJMB, LLC
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(Last) (First) (Middle)
777 POST OAK BLVD., SUITE 950
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(Street)
HOUSTON, TX 77056
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
INTELECT COMMUNICATIONS, INC. (ICOM)
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3. IRS or Social Security Number of Reporting Person (Voluntary)
_______________________________________________________________________________
4. Statement for Month/Year
JULY/2000
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5. If Amendment, Date of Original (Month/Year)
_______________________________________________________________________________
6. Relationship of Reporting Person to Issuer
(Check all applicable)
[X] 10% Owner
[ ] Director
[ ] Officer (give title below)
[ ] Other (specify below)
7.Individual or Joint Group Filing (check applicable line)
[X] Form filed by one reporting person
[ ] Form Filed by more than one reporting person
<PAGE>
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TABLE I--Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
<TABLE>
<S> <C>
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1. 2. 3. 4. 5. 6. 7.
--------------------- -------- ---------- ------------------------------ ----------- ---------- ----------
Amount of Owner-
Securities ship
Trans- Trans- Securities Acquired (A) Beneficially Form:
action action or Disposed of (D) Owned at Direct Nature of
Date Code (Instr. 3, 4 and 5) End of (D) or Indirect
Title of (Month/ (Instr. 8) ---------------------------- Month Indirect Beneficial
Security Day/ ---------- Amount (A) or Price (Instr. (I) Ownership
(Instr. 3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
--------------------- -------- ---- ---- ----------- ------ --------- ----------- ---------- ----------
Common Stock 7/7/00 S 14,040 $2.32 D (1)
Common Stock 7/13/00 S 45,000 $2.01 D (1)
Common Stock 7/17/00 S 94,680 $2.08 D (1)
Common Stock 7/19/00 S 76,060 $2.08 D (1)
Common Stock 7/21/00 S 40,500 $2.01 D (1)
Common Stock 7/28/00 S 90,000 $1.71 2,101,321 D (1,2)
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly. (Print or Type Responses)
FORM 4 (continued)
TABLE II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g. puts, calls, warrants, options, convertible securities)
<TABLE>
<S> <C>
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1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.
---------- -------- -------- -------- ---------- ------------ -------------- ------ ---------- --------- ----------
Title and Ownership
Number of Date Exer- Amount of Form of
Derivative cisable and Underlying Number of Deriv-
Securities Expiration Securities Price Derivative ative
Conver- Trans- Acquired (A) Date (Month/ (Instr. 3 of Securities Security:
sion or Trans- action or Disposed Day/Year) and 4) Deriv- Benefi- Direct
Exercise action Code of (D) -------------- -------------- ative cially (D) or Nature of
Title of Price of Date (Instr. (Instr. 3, Date Amount Secur- Owned at Indirect Indirect
Derivative Deriv- (Month/ 8) 4 and 5) Exer- Expir- or Num- ity End of (I) Beneficial
Security ative Day/ -------- ---------- cis- ation ber of (Instr. Month (Instr. Ownership
(Instr. 3) Security Year) Code V (A) (D) able Date Title Shares 5) (Instr. 4) 4) (Instr. 4)
---------- -------- -------- ---- --- ---- ---- ------- ----- ----- ------ ------ ---------- -------- ----------
(3)
</TABLE>
Explanation of Responses:
INTELECT COMMUNICATIONS, INC.
EXPLANATION OF RESPONSES FOR FORM 4
(1) Directly owned by SJMB, L.P., of which Reporting Person is sole general
partner. Does not include any shares which are beneficially owned by Falcon
Seabord Investment Co. through a participation agreement with SJMB, L.P. SJMB,
L.P. disclaims ownership of all shares subject to the participation agreement.
(2) As of June 30, 2000, all of the Convertible note and related accrued
interest has been converted into common stock.
(3) As of July 31, 2000 SJMB, L.P. beneficially owned 3,084,301 warrants to
acquire common stock. (Does not include shares of common stock issuable upon the
exercise of warrants which are beneficially owned by Falcon Seaboard Investment
Co. through a participation agreement with SJMB, L.P.) The warrants, which were
filed with the
Page 2
<PAGE>
FORM 4 (continued)
Securities and Exchange Commission on March 31, 1998 as Exhibit 10.70 in
Intelect Communications, Inc.'s 10-K for the year ended 1997, require Intelect
Communications, Inc. to inform SJMB, L.P. of events that trigger the warrant
anti-dilution provisions and the impact of such events. Intelect Communications,
Inc. has not formally informed SJMB, L.P. of any such events subsequent to
November 10, 1998. However, SJMB, L.P. 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, L.P. nor any
adjustment to the exercise price as the result of such subsequent events. SJMB,
L.P. has requested Intelect Communications, Inc. clarify the details of any such
subsequent events and is currently waiting for such clarification. Once Intelect
Communications, Inc., in compliance with the anti-dilution provisions of the
warrants, informs SJMB, L.P. of the additional warrants to be issued as a result
of the subsequent event, SJMB, L.P. will further amend to reflect the additional
shares to which it is a beneficial owner and the adjustment to the exercise
price thereof. In July, 2000 Intelect Communications, Inc., 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 Intelect Communications, Inc.,
Intelect Communications, Inc., 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 Intelect
Communications, Inc., 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 has petitioned the court for declaratory relief,
among other claims, to require the Intelect Communications, Inc., 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, L.P. disclaims ownership of all shares subject to the
participation agreement.
/s/ JAMES H. HARRISON, CFO 8/18/00
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** Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
