|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington,
D.C. 20549 |
|
|
SCHEDULE 13G |
|
Under
the Securities Exchange Act of 1934
(Amendment No. 6)(1)
Wireless Facilities, Inc.
(Name of Issuer)
Common Stock Par Value $0.001
(Title of Class of Securities)
97653A103
(CUSIP Number)
December 31, 2005
(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 persons 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) |
|||
|
|||||
|
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 |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
2
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
3
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
4
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
5
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
6
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
7
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
8
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount Beneficially
Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
9
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
10
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
11
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
12
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
13
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
14
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) 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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
15
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
|||
|
|||||
|
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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
16
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
|||
|
|||||
|
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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
17
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
|||
|
|||||
|
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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
18
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
|||
|
|||||
|
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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
19
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
|||
|
|||||
|
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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
20
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
|||
|
|||||
|
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 |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
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) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
21
Item 1. |
||
|
(a) |
Name
of Issuer |
|
(b) |
Address
of Issuers Principal Executive Offices San Diego, California 92121 |
|
||
Item 2. |
||
|
(a) |
Name
of Person Filing 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 One Gorham Island Westport, Connecticut 06880 |
|
(c) |
Citizenship |
|
(d) |
Title
of Class of Securities |
|
(e) |
CUSIP
Number |
22
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|||||
|
(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|||
|
(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|||
|
(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|||
|
(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
|||
|
(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|||
|
(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|||
|
(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|||
|
(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|||
|
(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|||
|
(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
|||
|
Not applicable |
|||||
|
|
|||||
Item 4. |
Ownership |
|||||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
||||||
|
(a) |
Amount beneficially owned:
|
||||
|
(b) |
Percent of class:
|
||||
|
(c) |
Number of shares as to which the person has:
|
||||
|
|
(i) |
Sole power to vote or to direct the vote
|
|||
|
|
(ii) |
Shared power to vote or to direct the vote
|
|||
|
|
(iii) |
Sole power to dispose or to direct the disposition of
|
|||
|
|
(iv) |
Shared power to dispose or to direct the disposition of
|
|||
|
||||||
The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons are based upon 71,764,654 shares of Common Stock outstanding as of November 4, 2005, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005, plus shares issuable upon exercise of options to acquire Common Stock. |
||||||
Amounts shown as beneficially owned by each of Oak Investment Partners X, Limited Partnership (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 105,111 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 X Affiliates Fund, Limited Partnership (Oak X Affiliates), 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 1,688 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak X Affiliates. |
||||||
Amounts shown as beneficially owned by Bandel L. Carano include 2,554 shares of Common Stock held individually by Mr. Carano and 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 Gerald R. Gallagher include 10,285 shares of Common Stock held individually by Mr. Gallagher |
||||||
Amounts shown as beneficially owned by Edward F. Glassmeyer include 20,024 shares of Common Stock held individually by Mr. Glassmeyer and 14,620 shares of Common Stock held by a trust of which members of Mr. Glassmeyers 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. Harmans three minor children. Mr. Harman disclaims beneficial ownership of the shares held in trust for his three minor children. |
||||||
Amounts shown as beneficially owned by Ann H. Lamont include 34,024 shares of Common Stock individually owned by Ms. Lamont and 3,000 shares of Common Stock held by The Lamont Childrens 1998 Trust for the benefit of Ms. Lamonts minor children. |
||||||
Amounts shown as beneficially owned by David B. Walrod include 2,046 shares of Common Stock individually owned by Mr. Walrod. |
||||||
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. |
||||||
23
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 |
|
|
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 13, 2006 |
|
||
|
|
||
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 previously filed with the Commission as Exhibit B to Schedule 13G of Wireless Facilities, Inc. filed on February 11, 2005 |
26
Exhibit 99.A
EXHIBIT A
Agreement of Reporting Persons
Each of the undersigned hereby agrees that Amendment No. 6 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 13, 2006 |
|
||
|
|
||
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 individualsls |