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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
PERLE SYSTEMS LTD.
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(Name of Issuer)
COMMON SHARES WITHOUT PAR VALUE
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(Title of Class of Securities)
71415200
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(CUSIP Number)
Gilbert H. Davis, Esq.
Holland & Knight
One Atlantic Center, Suite 2000
1201 W. Peachtree Street
Atlanta, Georgia 30309-3209
404/898-8197
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 22, 1997
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(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-(b)(3) or (4), check the following
[ ].
Page 1 of 6 Pages
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13D
CUSIP No. 71415200 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
JAMES O. PATTERSON
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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: PF
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5 CHECK BOX 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: USA
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7 SOLE VOTING POWER: 400,000
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: NONE
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER: 400,000
WITH
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10 SHARED DISPOSITIVE POWER: NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 400,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.58%
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14 TYPE OF REPORTING PERSON: IN
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ITEM 1. SECURITY AND ISSUER.
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This Statement relates to the common shares without par value of Perle
Systems Limited (the "Company"). The Company has its principal executive
offices at Perle Systems Limited, 60 Renfrew Drive, Markham, Ontario, Canada L3R
0E1.
ITEM 2. IDENTITY AND BACKGROUND.
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This Statement is filed by Mr. James O. Patterson ("Mr. Patterson"), an
individual whose business address is 1450 East Tower, 3343 Peachtree Road, N.E.,
Atlanta, Georgia 30326. Mr. Patterson is a citizen of the United States of
America.
Mr. Patterson currently serves as President and CEO of J.O. Patterson &
Co., whose business address is 1450 East Tower, 3343 Peachtree Road, N.E.,
Atlanta, Georgia 30326.
During the past five years, Mr. Patterson has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding become 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.
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The amount of One Million, Three Hundred Ninety Three Thousand, Eight
Hundred Fifty Dollars ($1,393,850.00) used to acquire the shares of the Company
stock described in Item 5 below were taken from the personal funds.
As of the date of this Statement, no arrangements with third parties
have been made with respect to financing the acquisition of additional shares.
ITEM 4. PURPOSE OF TRANSACTION.
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Mr. Patterson has acquired the shares of the Company stock indicated
herein for investment consistent with the belief that the value of the Company
stock exceeded that reflected in the respective market prices of the Company
stock on the dates of such purchases.
Mr. Patterson may elect to acquire additional shares of the Company
stock or to sell shares. Any such determination may be based on a number of
factors, including the continued attractiveness of investment in the Company
shares at then prevailing market prices, the number of shares that are available
for purchase, the price or prices thereof, general market conditions and other
similar factors.
Page 3 of 6 Pages
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While he reserves the right to develop plans or proposals in the future
regarding the following items, at the present time Mr. Patterson does not have
any plans or proposals which relate to or would result in any of the following:
(1) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(2) Sale or transfer of a material amount of assets of the Company or
of any of its subsidiaries;
(3) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(4) Any material change in the present capitalization or dividend
policy of the Company;
(5) Any other material change in the Company's business or corporate
structure;
(6) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(7) Causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(8) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(9) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Under the rules and regulations of the Securities and Exchange
Commission, Mr. Patterson may be deemed to be the beneficial owner of a total of
400,000 shares of the Company stock, representing approximately 5.58% of the
issued and outstanding shares of the Company. (The percentage of outstanding
shares of the Company stock beneficially owned by Mr. Patterson is computed
based on a total of 7,162,398 shares of Company stock to be outstanding as
indicated by the Company as of January 23, 1997).
All of these shares are owned directly by Mr. Patterson's self-directed
Individual Retirement Account. Mr. Patterson has sole power to direct the
voting and disposition of the shares of the Company stock held by Individual
Retirement Account.
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During the past 60 days, Mr. Patterson engaged in the following
transactions in shares of the Company stock:
<TABLE>
<CAPTION>
NO. OF SHARES PRICE
DATE PURCHASED/(SOLD) PER SHARE
-------------- ---------------- ---------
<S> <C> <C>
01/03/97 130,000 $ 2.835
01/06/97 120,000 $ 3.745
01/06/97 25,000 $ 3.725
01/20/97 25,000 $ 3.800
01/20/97 50,000 $ 3.785
01/22/97 50,000 $3.9375
</TABLE>
All transactions were effected on the open market through the National
Association of Securities Dealers, Inc. Automated Quotation Systems (NASDAQ).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Except as described in this Statement, the party filing this Statement
is not a party to any contract, arrangement, understanding or relationships with
any other person with respect to shares of the Company stock, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Not applicable.
Page 5 of 6 Pages
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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: January 24, 1997 /s/ James O. Patterson
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James O. Patterson
Page 6 of 6 Pages
