UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)(1)

 

Wireless Facilities, Inc.

(Name of Issuer)

 

Common Stock Par Value $0.001

(Title of Class of Securities)

 

97653A103

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(1) 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 the disclosures provided in a prior cover page.

 

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 (however, see the Notes).

 



 

CUSIP No.  97653A103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Investment Partners IX, Limited Partnership
06-1556218

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,402,084 Shares of Common Stock

 

6.

Shared Voting Power 
Not applicable

 

7.

Sole Dispositive Power 
1,402,084 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,402,084 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Associates IX, LLC
06-1556230

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

 

6.

Shared Voting Power 
1,402,084 Shares of Common Stock

 

7.

Sole Dispositive Power 
Not applicable

 

8.

Shared Dispositive Power
1,402,084 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,402,084 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak IX Affiliates Fund - A, Limited Partnership
06-1571899

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
33,655 Shares of Common Stock

 

6.

Shared Voting Power 
Not applicable

 

7.

Sole Dispositive Power 
33,655 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
33,655 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak IX Affiliates Fund, Limited Partnership
06-1556229

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
14,942 Shares of Common Stock

 

6.

Shared Voting Power 
Not applicable

 

7.

Sole Dispositive Power 
14,942 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,942 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak IX Affiliates, LLC
06-1556233

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

 

6.

Shared Voting Power 
48,597 Shares of Common Stock

 

7.

Sole Dispositive Power 
Not applicable

 

8.

Shared Dispositive Power
48,597 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
48,597 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Investment Partners X, Limited Partnership
06-1601019

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,714,709 Shares of Common Stock

 

6.

Shared Voting Power 
Not applicable

 

7.

Sole Dispositive Power 
3,714,709 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,714,709 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.4%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Associates X, LLC
06-1630661

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

 

6.

Shared Voting Power 
3,714,709 Shares of Common Stock

 

7.

Sole Dispositive Power 
Not applicable

 

8.

Shared Dispositive Power
3,714,709 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,714,709 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.4%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

8



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak X Affiliates Fund, Limited Partnership
06-1622220

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
59,625 Shares of Common Stock

 

6.

Shared Voting Power 
Not applicable

 

7.

Sole Dispositive Power 
59,625 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
59,625 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

9



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak X Affiliates, LLC
06-1630662

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

 

6.

Shared Voting Power 
59,625 Shares of Common Stock

 

7.

Sole Dispositive Power 
Not applicable

 

8.

Shared Dispositive Power
59,625 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
59,625 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

10



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Management Corporation
06-0990851

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

 

6.

Shared Voting Power 
5,240,189 Shares of Common Stock

 

7.

Sole Dispositive Power 
Not applicable

 

8.

Shared Dispositive Power
5,240,189 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,240,189 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.6%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

11



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bandel L. Carano

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,554 Shares of Common Stock

 

6.

Shared Voting Power 
5,240,189 Shares of Common Stock

 

7.

Sole Dispositive Power 
2,554 Shares of Common Stock

 

8.

Shared Dispositive Power
5,240,189 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,242,743 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

12



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gerald R. Gallagher

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
10,285 Shares of Common Stock

 

6.

Shared Voting Power 
1,465,855 Shares of Common Stock

 

7.

Sole Dispositive Power 
10,285 Shares of Common Stock

 

8.

Shared Dispositive Power
1,465,855 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,476,140 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

13



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Edward F. Glassmeyer

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
34,644 Shares of Common Stock

 

6.

Shared Voting Power 
5,240,189 Shares of Common Stock

 

7.

Sole Dispositive Power 
34,644 Shares of Common Stock

 

8.

Shared Dispositive Power
5,240,189 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,274,833 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

14



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Fredric W. Harman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
21,505 Shares of Common Stock

 

6.

Shared Voting Power 
5,240,189 Shares of Common Stock

 

7.

Sole Dispositive Power 
21,505 Shares of Common Stock

 

8.

Shared Dispositive Power
5,240,189 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,261,694 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

15



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ann H. Lamont

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
34,024 Shares of Common Stock

 

6.

Shared Voting Power 
5,240,189 Shares of Common Stock

 

7.

Sole Dispositive Power 
34,024 Shares of Common Stock

 

8.

Shared Dispositive Power
5,240,189 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,274,213 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

16



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David B. Walrod

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,046 Shares of Common Stock

 

6.

Shared Voting Power 
3,774,334 Shares of Common Stock

 

7.

Sole Dispositive Power 
2,046 Shares of Common Stock

 

8.

Shared Dispositive Power
3,774,334 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,776,380 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

17



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Investment Partners VI, Limited Partnership
06-1412578

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
14,828 Shares of Common Stock

 

6.

Shared Voting Power 
Not applicable

 

7.

Sole Dispositive Power 
14,828 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,828 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

18



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Associates VI, LLC
06-1412579

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

 

6.

Shared Voting Power 
14,828 Shares of Common Stock

 

7.

Sole Dispositive Power 
Not applicable

 

8.

Shared Dispositive Power
14,828 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,828 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

19



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak VI Affiliates Fund, Limited Partnership
06-1414970

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
346 Shares of Common Stock

 

6.

Shared Voting Power 
Not applicable

 

7.

Sole Dispositive Power 
346 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
346 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

20



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak VI Affiliates, LLC
06-1414968

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

 

6.

Shared Voting Power 
346 Shares of Common Stock

 

7.

Sole Dispositive Power 
Not applicable

 

8.

Shared Dispositive Power
346 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
346 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

21



 

Schedule 13G

Amendment No. 5*

Common Stock Par Value $0.001

CUSIP No. 97653A103

 

Item 1.

 

(a)

Name of Issuer
Wireless Facilities, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
4810 Eastgate Mall
San Diego, California 92121

 

Item 2.

 

(a)

Name of Person Filing
Oak Investment Partners IX, Limited Partnership
Oak Associates IX, LLC
Oak IX Affiliates Fund - A, Limited Partnership
Oak IX Affiliates Fund, Limited Partnership
Oak IX Affiliates, LLC
Oak Investment Partners X, Limited Partnership
Oak Associates X, LLC
Oak X Affiliates Fund, Limited Partnership
Oak X Affiliates, LLC
Oak Investment Partners VI, Limited Partnership
Oak Associates VI, Limited Partnership
Oak VI Affiliates Fund, Limited Partnership
Oak VI Affiliates, LLC
Oak Management Corporation
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
David B. Walrod

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Oak Management Corporation
One Gorham Island
Westport, Connecticut  06880

 

(c)

Citizenship
Please refer to Item 4 on each cover sheet for each filing person.

 

(d)

Title of Class of Securities
Common stock, par value $0.001 per share

 

(e)

CUSIP Number
97653A103

 

22



 

Item 3.

 

 

Not applicable

 

Item 4.

Ownership

The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons are based upon 69,040,109 shares of Common Stock outstanding as of October 1, 2004, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2004, plus shares issuable upon exercise of options to acquire Common Stock.

 

Amounts shown as beneficially owned by each of Oak Investment X, Oak Associates X, LLC, Oak Management Corporation (“Oak Management”), Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod include options to purchase 45,520 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak Investment X.

 

Amounts shown as beneficially owned by each of Oak Affiliates X, Oak X Affiliates, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod include options to purchase 731 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak Affiliates X.

 

Amounts shown as beneficially owned by Bandel L. Carano exclude an aggregate of 16,038 shares of Common Stock held by three trusts (for the benefit of minor children not related to Mr. Carano) of which Mr. Carano is the trustee.

 

Amounts shown as beneficially owned by Edward F. Glassmeyer include 14,620 shares of Common Stock held by a trust of which members of Mr. Glassmeyer’s immediate family are the beneficiaries and the trustee.

 

Amounts shown as beneficially owned by Fredric W. Harman include 5,467 shares of Common Stock held by a trust of which Mr. Harman is a trustee and an aggregate of 16,038 shares of Common Stock held in trust for the benefit of Mr. Harman’s three minor children. Mr. Harman disclaims beneficial ownership of the shares held in trust for his three minor children.

 

By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.

 

Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing entity.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

23



 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

24



 

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.

 

Signature:

 

Dated: February 11, 2005

 

Entities:

 

Oak Investment Partners IX, Limited Partnership

Oak Associates IX, LLC

Oak IX Affiliates Fund - A, Limited Partnership

Oak IX Affiliates Fund, Limited Partnership

Oak IX Affiliates, LLC

Oak Investment Partners X, Limited Partnership

Oak Associates X, LLC

Oak X Affiliates Fund, Limited Partnership

Oak X Affiliates, LLC

Oak Investment Partners VI, Limited Partnership

Oak Associates VI, Limited Partnership

Oak VI Affiliates Fund, Limited Partnership

Oak VI Affiliates, LLC

Oak Management Corporation

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Edward F. Glassmeyer, as

 

General Partner or

 

Managing Member or as

 

Attorney-in-fact for the

 

above-listed entities

 

Individuals:

 

Bandel L. Carano

Gerald R. Gallagher

Edward F. Glassmeyer

Fredric W. Harman

Ann H. Lamont

David B. Walrod

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Edward F. Glassmeyer,

 

Individually and as

 

Attorney-in-fact for the

 

above-listed individuals

 

25



 

INDEX TO EXHIBITS

 

 

EXHIBIT A

 

Agreement of Reporting Persons

 

 

 

EXHIBIT B

 

Power of Attorney

 

26


Exhibit 99.1

 

EXHIBIT A

 

Agreement of Reporting Persons

 

Each of the undersigned hereby agrees that Amendment No. 5 to Schedule 13G filed on the date hereof with respect to the shares of Common Stock of Wireless Facilities, Inc. has been filed on behalf of the undersigned.

 

Signature:

 

Dated: February 11, 2005

 

Entities:

 

Oak Investment Partners IX, Limited Partnership

Oak Associates IX, LLC

Oak IX Affiliates Fund - A, Limited Partnership

Oak IX Affiliates Fund, Limited Partnership

Oak IX Affiliates, LLC

Oak Investment Partners X, Limited Partnership

Oak Associates X, LLC

Oak X Affiliates Fund, Limited Partnership

Oak X Affiliates, LLC

Oak Investment Partners VI, Limited Partnership

Oak Associates VI, Limited Partnership

Oak VI Affiliates Fund, Limited Partnership

Oak VI Affiliates, LLC

Oak Management Corporation

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Edward F. Glassmeyer, as

 

General Partner or

 

Managing Member or as

 

Attorney-in-fact for the

 

above-listed entities

 

Individuals:

 

Bandel L. Carano

Gerald R. Gallagher

Edward F. Glassmeyer

Fredric W. Harman

Ann H. Lamont

David B. Walrod

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Edward F. Glassmeyer,

 

Individually and as

 

Attorney-in-fact for the

 

above-listed individuals

 


Exhibit 99.2

 

EXHIBIT B

 

Power of Attorney

 

The undersigned hereby make, constitute and appoint each of Edward F. Glassmeyer and Ann H. Lamont, acting jointly or individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), a statement on Schedule 13G with respect to the securities of  Wireless Facilities, Inc., a Delaware corporation, and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations.

 

This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission.

 

Dated: February 11, 2005

 

 

Oak Management Corporation

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: President

 

 

 

 

 

Oak Investment Partners VI, Limited Partnership

 

By: Oak Associates VI, LLC, its general partner

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak Associates VI, LLC

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 



 

Oak VI Affiliates Fund, Limited Partnership

 

By: Oak VI Affiliates, LLC

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak VI Affiliates, LLC

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak Investment Partners IX, Limited Partnership

 

By: Oak Associates IX, LLC, its general partner

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak Associates IX, LLC

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak IX Affiliates Fund - A, Limited Partnership

 

By: Oak IX Affiliates, LLC

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 



 

Oak IX Affiliates Fund, Limited Partnership

 

By: Oak IX Affiliates, LLC

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak IX Affiliates, LLC

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak Investment Partners X, Limited Partnership

 

By: Oak Associates X, LLC, its general partner

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak Associates X, LLC

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak X Affiliates Fund, Limited Partnership

 

By: Oak X Affiliates, LLC

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 

 

 

 

Oak X Affiliates, LLC

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name: Edward F. Glassmeyer

 

Title: Managing Member

 

 



 

/s/ Bandel L. Carano

 

 

Bandel L. Carano

 

 

 

 

 

/s/ Gerald R. Gallagher

 

 

Gerald R. Gallagher

 

 

 

 

 

/s/ Edward F. Glassmeyer

 

 

Edward F. Glassmeyer

 

 

 

 

 

/s/ Fredric W. Harman

 

 

Fredric W. Harman

 

 

 

 

 

/s/ Ann H. Lamont

 

 

Ann H. Lamont

 

 

 

 

 

/s/ David B. Walrod

 

 

David B. Walrod