SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
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)
JANUARY 19, 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>
SCHEDULE 13D
CUSIP NO. 458144102
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| 1 | NAME OF REPORTING PERSONS
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
| | SJMB, LLC. 76-0559974
- --------------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
| | (b)[ ]
| |
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| 3 | SEC USE ONLY
| |
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| 4 | SOURCE OF FUNDS*
| | N/A
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| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| | ITEMS 2(d) or 2(e) [ ]
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| | Delaware
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| 7 | SOLE VOTING POWER
NUMBER OF | | 6,960,079
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | 0
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 6,960,079
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | 0
- --------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| | 6,960,079
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| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES * [ ]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| | 8.6%
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON *
| | CO
- --------------------------------------------------------------------------------
-3-
<PAGE>
ITEM 1. Security and Issuer.
This statement constitutes Amendment No. 1 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. 1 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 hereby amended to add the following:
On August 13, 1999 SJMB entered into a Repayment and Exchange Agreement (the
"Agreement") related the Note that provided, among other things, SJMB the
ability to convert all accrued and unpaid principal and interest into common
stock. At that time, SJMB converted $1,234,739 of accrued and unpaid principal
and interest into common stock. Does not include $74,632 of unpaid principal and
interest which is beneficially owned by Falcon Seaboard Investment Co., L.P.
through a participation agreement with SJMB. Pursuant to the Agreement, ICOM
registered 9,233,550 shares of common stock which included amounts that had been
converted and the remaining accrued and unpaid principal and interest
outstanding. On January 19, 2000, SJMB converted an additional $6 million of
accrued and unpaid principal and interest into common stock at a price equal to
$1.6459 per share. As of February 9, 2000, according to ICOM's most recent S-3
filing dated February 11, 2000, SJMB has the ability acquire an additional
594,900 shares from conversion of all remaining accrued and unpaid principal and
interest as calculated by ICOM and reflected in their most recent public filing
to date.
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. The warrants, which were filed as Exhibit 10.70 in ICOM's
10-K dated March 31, 1998, requires 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
<PAGE>
the additional warrants and adjustment to the exercise priceto 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 and the adjustment to the
exercise price thereof.
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. SJMB disclaims ownership of all shares subject to the participation
agreement.
Dated: February 17, 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
