UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Telco Systems, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
878904101
(CUSIP Number)
Kathleen S. Tillotson, Esq., Kopp Investment Advisors, 7701 France Ave.
So., Suite 500
Edina, MN 55435 (612) 841-0400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
6/17/98
(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 the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
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).
SCHEDULE 13D
CUSIP No. 878904101 Page 1 of 3
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
Kopp Investment Advisors, Inc.
I.D. No. 41-1663810
2) Check the appropriate box if a Member of a Group
(a)
(b) X
3) SEC Use Only
4) Source of Funds
OO: Client Funds; WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Minnesota
Number of shares 7) Sole Voting Power: 615,600
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 200,000
10) Shared Dispositive Power:
3,483,134
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
3,683,134
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
33.4%
14) Type of Reporting Person IA
SCHEDULE 13D
CUSIP No 878904101 Page 2 of 3
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
Kopp Holding Company
I.D. No. 41-1875362
2) Check the appropriate box if a Member of a Group
(a)
(b) X
3) SEC Use Only
4) Source of Funds
Not applicable - indirect beneficial ownership
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Minnesota
Number of shares 7) Sole Voting Power: 0
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
3,683,134
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
33.4%
14) Type of Reporting Person HC
SCHEDULE 13D
CUSIP No. 878904101 Page 3 of 3
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
LeRoy C. Kopp
2) Check the appropriate box if a Member of a Group
(a)
(b) X
3) SEC Use Only
4) Source of Funds
PF, OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
United States
Number of shares 7) Sole Voting Power: 267,000
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 267,000
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
3,950,134
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
35.8%
14) Type of Reporting Person IN
Item 1. Security and Issuer
This statement relates to the common stock, $.01 par value per share
("Common Stock"), of Telco Systems, Inc., a Delaware corporation
("Company"), whose principal executive offices are located at 63 Nahatan
Street, Norwood, MA 02062. The approximate aggregate percentage of
shares of Common Stock reported beneficially owned by each person herein
is based on 11,022,699 shares outstanding, which is the total number of
shares of Common Stock outstanding as of April 9, 1998, as reflected in the
Company's quarterly report on Form 10-Q filed with the Securities and
Exchange Commission on April 16, 1998, for the quarter ended March 1,
1998. Unless otherwise indicated, the holdings reported herein are as of the
close of business on June 17, 1998.
Item 2. Identity and Background
(a) This statement is filed by Kopp Investment Advisors, Inc.
("KIA"), with respect to shares of Common Stock beneficially owned directly
by it and held in discretionary accounts managed by KIA; Kopp Holding
Company ("KHC"), solely as the parent corporation of KIA and indirect
beneficial owner of the shares beneficially owned by KIA; and LeRoy C.
Kopp individually with respect to shares of Common Stock beneficially
owned directly by him and indirectly by him by virtue of his ownership of all
of the stock of KHC. The foregoing persons are hereinafter sometimes
referred to as "Reporting Persons." Certain information concerning the
directors and executive officers of the corporate Reporting Persons is set forth
on Schedule A attached hereto and incorporated herein by reference. Any
disclosures with respect to persons other than the Reporting Persons are made
on information and belief after making inquiry to the appropriate party.
(b) The business address of each of the Reporting Persons and
directors and executive officers is 7701 France Avenue South, Suite 500,
Edina, MN 55435.
( c) The principal business of KIA is that of an investment advisor
managing discretionary accounts owned by numerous third-party clients,
including the Kopp Emerging Growth Fund, a registered investment company
incorporated under Minnesota law. KHC is a holding company engaged,
through subsidiaries, in the investment industry. The principal occupation of
Mr. Kopp is serving as the president of KHC and KIA.
(d) None of the persons referred to in paragraph (a) above has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations and/or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding 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 to such laws.
(f) KIA and KHC are Minnesota corporations. Mr. Kopp and all
other directors and executive officers of the Reporting Persons are citizens of
the United States.
Item 3. Source and Amount of Funds or Other Consideration
The net investment cost (including commissions, if any) of the shares
of Common Stock directly or indirectly beneficially owned by Mr. Kopp,
which includes shares beneficially owned by the other Reporting Persons, at
June 17, 1998, was $42,080,561.76. The shares beneficially owned by KIA
were purchased with the investment capital of KIA or the investment capital
of the owners of the discretionary accounts. The shares beneficially owned
directly by Mr. Kopp were purchased with his investment capital or the funds
of an employee benefit plan or 501(c)(3) corporation. See Item 5 below.
Item 4. Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock for
investment purposes, and the Reporting Persons intend to evaluate the
performance of such securities as an investment in the ordinary course of
business. The Reporting Persons pursue an investment objective of long term
capital appreciation. In pursuing this investment objective, the Reporting
Persons analyze the management, operations and markets of companies in
which they invest, including the Company, on a continual basis through
analysis of research and discussions with industry and market observers and
with representatives of such companies.
Each Reporting Person that owns shares of Common Stock assesses
the Company's business, financial condition, and results of operations as well
as economic conditions and securities markets in general and those for the
Company's shares in particular. Depending on such assessments and on the
terms of the transaction outlined below, one or more of such Reporting
Persons may acquire additional shares or may sell or otherwise dispose of all
or some of the shares of Common Stock. Such actions will depend on a
variety of factors, including current and anticipated trading prices for the
Common Stock, alternative investment opportunities, and general economic,
financial market, and industry conditions.
The Reporting Persons understand that prior purchases of shares of
Common Stock, if any, by persons named in Schedule A to this statement
were made for the purpose of each such person's personal investment.
On June 4, 1998, Mr. Kopp and KIA and certain others entered into a
Stockholders Proxy Agreement ("Proxy Agreement") with WAXS, Inc.
("WAXS") with respect to the shares of common stock ("Shares") of Telco
Systems, Inc. ("Company") owned by each of them. The Proxy Agreement
was entered into in connection with the Agreement and Plan of Merger and
Reorganization dated as of June 4, 1998 ("Merger Agreement"), among
World Access, Inc., the sole stockholder of WAXS, the Company and Tail
Acquistion Corporation. The Merger Agreement contemplates, among other
things, the merger of Tail Acquisition Corporation, a wholly owned
subsidiary of WAXS, with and into the Company ("Company Merger").
Consummation of the Company Merger is conditioned upon the approval of
the stockholders of the Company, among other things.
Under the Proxy Agreement, until the Company Merger is effective,
and except as otherwise provided in the Proxy Agreement, Mr. Kopp, his
IRA, the Plan, KFF (each as defined below in Item 5), and KIA for the Shares
that it owns directly will not (a) sell, pledge, or otherwise dispose of any of
their Shares if such transaction would result in the stockholder no longer
having the power to vote the Shares, (b) deposit Shares into a voting trust or
enter into a voting agreement with respect to such Shares or grant any proxy
with respect thereto, or (c) enter into any contract, option or other
arrangement with respect to the direct or indirect acquisition or sale, transfer
or other disposition of any capital stock of the Company if such transaction
would result in the stockholder no longer having the power to vote the
Shares.
The above-referenced stockholders also agreed in the Proxy Agreement
to appoint WAXS as proxy to vote their Shares owned of record at every
stockholders' meeting (or to execute written consents with respect to the
Shares) (a) in favor of the adoption of the Merger Agreement and approval of
the Company Merger and the other transactions contemplated by the Merger
Agreement, (b) against any alternative transaction proposal, and (c) in favor
of any other matter necessary to consummation of the transactions
contemplated by the Merger Agreement. KIA further agreed to cause the
Shares beneficially owned by it over which it has voting power to be voted in
accordance with the foregoing, subject to a client's right to terminate the
investment advisory agreement.
The Proxy Agreement will terminate automatically at the earlier of the
effective time of the Company Merger or the date of the termination of the
Merger Agreement pursuant to its terms.
Except as described in this Item 4, none of the Reporting Persons nor
any other person named in Schedule A has any plans or proposals that relate
to, or would result in, any matter required to be disclosed in response to
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer. Subject to the Proxy
Agreement described above:
(a) Through its own investment account, KIA is the direct owner of
200,000 shares, or 1.8%, of the Common Stock. By virtue of limited powers
of attorney and/or investment advisory agreements, KIA is the beneficial
owner of an additional 3,483,134 shares, or 31.6%, of the Common Stock.
KIA has sole voting power over its investment account and, by special
agreement, over a small percentage of the shares managed for clients. Under
its standard investment agreement, KIA does not vote its clients' shares. By
virtue of the relationships described in Item 2 of this statement, KHC and Mr.
Kopp have indirect beneficial ownership of the shares beneficially owned by
KIA.
Mr. Kopp's direct beneficial ownership comprises Common Stock
held in the Kopp Holding Company Profit Sharing Plan ("Plan"), for which
he serves as sole trustee; held in the Kopp Family Foundation ("KFF"), for
which he serves as a director; held in the LeRoy C. Kopp Individual
Retirement Account ("IRA"); and held directly by him. The Plan is the direct
owner of 7,000 shares, or less than .1%, of the Common Stock. The KFF is
the direct owner of 30,000 shares, or .3%, of the Common Stock. The IRA is
the direct owner of 130,000 shares, or 1.2%, of the Common Stock. Mr.
Kopp owns directly 100,000 shares, or .9%, of the Common Stock. In the
aggregate, including the shares beneficially owned by KIA, Mr. Kopp may be
deemed beneficially to own a total of 3,950,134 shares, or 35.8%, of the
Common Stock.
(b) KIA has sole power to vote 615,600 shares of the Common Stock.
KIA has sole power to dispose of 200,000 shares, which are held in its
investment account. Pursuant to the limited powers of attorney granted to
KIA by its clients, which generally are terminable immediately upon notice,
KIA in effect shares with the majority of its clients the power to dispose of
the Common Stock owned by them. In effect Mr. Kopp has sole power to
dispose of and to vote the Common Stock beneficially owned directly by
him.
( c) The identity of the Reporting Person, type of transaction, date,
number of shares, and price per share (excluding commission) for all
transactions in the Common Stock by the Reporting Persons within the past
60 days are set forth on Schedule B attached hereto and incorporated by
reference herein. Substantially all trades by the Reporting Persons are done
in the over-the-counter market.
(d) With the exception of the clients of KIA and the employees of
KHC, no person other than each respective record owner of shares of
Common Stock is known to have the right to receive or the power to direct
the receipt of dividends from or the proceeds of the sale of such shares of
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as otherwise expressly disclosed herein, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise) among the
persons named in Item 2 hereof or between such persons and any other
person with respect to the Common Stock.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 - A written agreement relating to the filing of this statement
pursuant to Rule 13d-1(f).
<PAGE>
Signatures
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete, and correct.
Dated: 6/18/98
KOPP INVESTMENT ADVISORS, INC.
BY:
TITLE: Secretary/Treasurer
KOPP HOLDING COMPANY
BY:
TITLE: Secretary/Treasurer
LEROY C. KOPP
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D) on
behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock (as defined) and to
the attachment of this agreement to the Schedule 13D as Exhibit 1 thereto.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
this 18th day of June 1998 .
KOPP INVESTMENT ADVISORS, INC.
BY:
TITLE: President
KOPP HOLDING COMPANY
BY:
TITLE: President
LEROY C. KOPP
Schedule A
List of Directors, Executive Officers, and Control Persons
LeRoy C. Kopp, individually, and as sole director and president of Kopp
Investment Advisors, Inc. and Kopp Holding Company
Donald B. Cornelius as chief financial officer of KIA and KHC
Kopp Investment Advisors - Schedule B
Daily Trade Report
"April 17, 1998 thru June 17, 1998"
Trade Reporting
Date Person Activity Quantity Symbol Price
06-17-98 KIA SELL 2000 telc 13.75
06-17-98 KIA SELL 2000 telc 13.75
06-17-98 KIA SELL 14000 telc 13.75
06-17-98 KIA SELL 300 telc 13.88
06-16-98 KIA SELL 3000 telc 12.75
06-16-98 KIA SELL 4000 telc 12.75
06-16-98 KIA SELL 2000 telc 12.75
06-16-98 KIA SELL 1000 telc 12.75
06-16-98 KIA SELL 2500 telc 13.00
06-16-98 KIA SELL 2500 telc 12.88
06-16-98 KIA SELL 1500 telc 12.87
06-15-98 KIA SELL 1000 telc 13.25
06-15-98 KIA SELL 1000 telc 13.00
06-15-98 KIA SELL 1200 telc 13.19
06-12-98 KIA SELL 4000 telc 13.63
06-12-98 KIA SELL 4000 telc 13.08
06-11-98 KIA SELL 4000 telc 14.25
06-11-98 KIA SELL 1500 telc 14.50
06-11-98 KIA SELL 1500 telc 14.25
06-11-98 KIA SELL 300 telc 13.92
06-10-98 KIA SELL 500 telc 14.49
06-10-98 KIA SELL 1000 telc 14.56
06-10-98 KIA SELL 200 telc 14.47
06-09-98 KIA SELL 2000 telc 14.81
06-09-98 KIA SELL 1334 telc 14.75
06-08-98 KIA SELL 5000 telc 14.88
06-05-98 KIA SELL 3000 telc 14.25
06-04-98 KIA SELL 4000 telc 10.87
06-03-98 KIA SELL 2000 telc 10.00
06-03-98 KIA SELL 700 telc 9.88
06-02-98 KIA SELL 1500 telc 9.88
06-02-98 KIA SELL 1000 telc 10.38
05-28-98 KIA SELL 1600 telc 9.10
05-28-98 KIA SELL 2000 telc 9.25
05-28-98 KIA SELL 3000 telc 9.25
05-28-98 KIA SELL 1000 telc 9.50
05-27-98 KIA SELL 1500 telc 9.50
05-27-98 KIA SELL 1600 telc 9.41
05-27-98 KIA SELL 3000 telc 9.00
05-27-98 KIA SELL 1500 telc 9.00
05-26-98 KIA SELL 1600 telc 9.53
05-22-98 KIA SELL 1600 telc 9.47
05-22-98 KIA SELL 1000 telc 9.56
05-22-98 KIA SELL 400 telc 9.56
05-22-98 KIA SELL 3500 telc 9.56
05-21-98 KIA SELL 300 telc 9.63
05-21-98 KIA SELL 1600 telc 9.78
05-21-98 KIA SELL 5000 telc 9.75
05-20-98 KIA SELL 1000 telc 9.88
05-20-98 KIA SELL 1500 telc 9.88
05-20-98 KIA SELL 5000 telc 9.85
05-18-98 KIA SELL 500 telc 10.00
05-18-98 KIA SELL 9000 telc 10.00
05-18-98 KIA SELL 1000 telc 10.25
05-18-98 KIA SELL 3000 telc 10.00
05-14-98 KIA SELL 1500 telc 9.87
05-14-98 KIA SELL 2000 telc 9.94
05-14-98 KIA SELL 1500 telc 10.00
05-14-98 KIA SELL 600 telc 10.00
05-14-98 KIA SELL 3000 telc 9.77
05-14-98 KIA SELL 1000 telc 9.87
05-14-98 KIA SELL 1500 telc 10.00
05-14-98 KIA SELL 2500 telc 9.94
05-14-98 KIA SELL 3000 telc 10.00
05-14-98 KIA SELL 1500 telc 10.06
05-13-98 KIA SELL 10000 telc 10.00
05-13-98 KIA SELL 4000 telc 9.95
05-13-98 KIA SELL 200 telc 9.98
05-12-98 KIA SELL 1500 telc 9.94
05-12-98 KIA SELL 3500 telc 10.02
05-12-98 KIA SELL 1200 telc 10.00
05-12-98 KIA SELL 1500 telc 9.94
05-12-98 KIA SELL 1725 telc 9.94
05-11-98 KIA SELL 323 telc 10.00
05-11-98 KIA SELL 7500 telc 10.13
05-11-98 KIA SELL 1000 telc 9.94
05-08-98 KIA SELL 2500 telc 10.19
05-08-98 KIA SELL 500 telc 10.19
05-08-98 KIA SELL 2500 telc 10.13
05-07-98 KIA SELL 1000 telc 10.25
05-07-98 KIA SELL 647 telc 10.25
05-07-98 KIA SELL 1000 telc 10.13
05-06-98 KIA SELL 1500 telc 10.13
05-06-98 KIA SELL 2000 telc 10.25
05-06-98 KIA SELL 700 telc 10.13
05-06-98 KIA SELL 2500 telc 10.31
05-04-98 KIA SELL 1000 telc 10.25
05-04-98 KIA SELL 2500 telc 10.37
05-04-98 KIA SELL 1200 telc 10.38
05-04-98 KIA SELL 2500 telc 11.00
05-04-98 KIA SELL 1000 telc 11.56
05-04-98 KIA SELL 400 telc 10.75
05-01-98 KIA SELL 2000 telc 11.13
04-30-98 KIA SELL 300 telc 11.75
04-30-98 KIA SELL 1500 telc 11.50
04-29-98 KIA SELL 500 telc 10.19
04-29-98 KIA SELL 1000 telc 10.13
04-29-98 KIA SELL 1000 telc 10.19
04-29-98 KIA SELL 1500 telc 10.18
04-28-98 KIA SELL 1000 telc 10.19
04-28-98 KIA SELL 1500 telc 10.31
04-27-98 KIA SELL 1000 telc 9.94
04-24-98 KIA SELL 3000 telc 10.50
04-24-98 KIA SELL 350 telc 10.25
04-23-98 KIA SELL 1500 telc 10.87
04-23-98 KIA SELL 500 telc 10.63
04-23-98 KIA SELL 700 telc 10.88
04-23-98 KIA SELL 700 telc 11.00
04-22-98 KIA SELL 500 telc 11.25
04-22-98 KIA SELL 200 telc 11.10
04-22-98 KIA SELL 500 telc 11.24
04-22-98 KIA SELL 1500 telc 11.25
04-22-98 KIA SELL 1500 telc 11.25
04-22-98 KIA SELL 1500 telc 11.25
04-20-98 KIA SELL 1000 telc 10.50
04-20-98 KIA SELL 1000 telc 10.56
04-17-98 KIA SELL 1500 telc 10.75
