UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 5)
SR Telecom Inc.
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(Name of Issuer)
Common Shares, No Par Value
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(Title of Class of Securities)
78464P208
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
130 Turner Street
Building 3, Suite 600
Waltham, MA 02453
781-283-8500
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(Name, address and telephone number of person authorized to receive
notices and communications)
September 14, 2007
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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-1(b) (3) or (4), check the
following box [ ].
(Continued on following pages)
(Page 1 of 13 Pages)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 238,368,736
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 238,368,736
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
238,368,736
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
31.57%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B IV Capital Partners, L.P.
71-0882125
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 154,276,313
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 154,276,313
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
154,276,313
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
20.43%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GP Capital IV, LLC
04-3575350
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 154,276,313
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 154,276,313
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
154,276,313
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
20.43%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The October Fund, Limited Partnership
04-3504882
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 22,983,270
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 22,983,270
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
22,983,270
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.04%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
October G.P., LLC
04-3504881
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 22,983,270
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 22,983,270
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
22,983,270
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.04%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 5 to Schedule 13D ("Amendment No. 5")
should be read in conjunction with the Schedule 13D dated October 3,
2005, the Amendment No. 1 to Schedule 13D dated February 2, 2006, the
Amendment No. 2 to Schedule 13D dated December 21, 2006, the
Amendment No. 3 to Schedule 13D dated July 6, 2007, and the
Amendment No. 4 to Schedule 13D dated September 10, 2007
(collectively, the "Schedule 13D") as filed with the Securities and
Exchange Commission by DDJ Capital Management, LLC, a
Massachusetts limited liability company, and certain affiliates
(collectively, the "DDJ Affiliates", as described below). This
Amendment No. 5 amends the Schedule 13D only with respect to those
items below. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto on the Schedule 13D.
This Amendment No. 5 and the Schedule 13D have been filed with
the Securities and Exchange Commission by the Reporting Persons (as
defined below) to report beneficial ownership of common shares, no par
value (the "Shares") of SR Telecom Inc. (the "Issuer").
This filing of Amendment No. 5 and the Schedule 13D is not, and
should not be deemed to be, an admission that the Schedule 13D or any
Amendment thereto is required to be filed.
ITEM 2. IDENTITY AND BACKGROUND:
Item 2 is amended by adding the following paragraph.
With respect to this Amendment No. 5, 154,276,313 Shares are
owned beneficially by B IV, 22,983,270 Shares are owned beneficially by
October Fund, 49,871,273 Shares are owned beneficially by DDJ
Canadian, and 11,237,880 Shares are owned beneficially in the aggregate
by the Accounts.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION:
Item 3 is amended by adding the following paragraph.
Please reference Annex 1, which sets forth the details of certain
dispositions of Shares by the DDJ Affiliates since the most recent filing of
Amendment No. 4.
ITEM 4. PURPOSE OF TRANSACTION:
The first sentence of Item 4 is amended and restated as set forth
below:
As of the date of this filing of Amendment No. 5, the DDJ
Affiliates beneficially own in the aggregate 238,368,736 Shares, such
amount representing approximately 31.57% of the issued and outstanding
Shares of the Company. As of the date of the filing of Amendment No. 4,
the DDJ Affiliates beneficially owned in the aggregate 251,312,121
Shares, such amount representing 33.29% of the issued and outstanding
Shares of the Company (the prior reported percentage on Amendment No.
4, 31.72%, being incorrectly understated by approximately 1.57% as of the
date of such Amendment No. 4).
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
According to information contained in the Notice of Annual
Meeting Management Proxy Circular as filed by the Company on Form 6-
K on August 13, 2007, the number of Shares outstanding was 754,992,769
as of the close of business as of August 1, 2007.
Paragraph (a) in Item 5 is deleted in its entirety and amended as set
forth below.
(a) B IV beneficially owns, and GP IV and DDJ may be
deemed to beneficially own, as general partner and investment manager,
respectively, of B IV, 154,276,313 Shares, or approximately 20.43% of the
outstanding Shares of the Issuer.
October Fund beneficially owns, and October GP and DDJ may be
deemed to beneficially own, as general partner and investment manager,
respectively, of October Fund, 22,983,270 Shares, or approximately 3.04%
of the outstanding Shares of the Issuer.
DDJ, as investment manager to the Accounts, may be deemed to
beneficially own 11,237,880 Shares, or approximately 1.49% of the
outstanding Shares of the Issuer. DDJ, as investment adviser to DDJ
Canadian, may be deemed to beneficially own 49,871,273 Shares, or
approximately 6.61% of the outstanding Shares of the Issuer.
Accordingly, DDJ, as investment manager to B IV, October Fund,
and the Accounts, and as investment adviser to DDJ Canadian, may be
deemed to beneficially own 238,368,736 Shares in the aggregate, or
approximately 31.57% of the outstanding Shares of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Annex 1 Information With Respect to Transactions of
Shares During the Past 60 Days or Since the
Most Recent Filing on Schedule 13D
Exhibit A Business Address and Principal Occupation
of members of DDJ
Signature:
========
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.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ David J. Breazzano
David J. Breazzano
President
B IV CAPITAL PARTNERS, L.P.
By: GP Capital IV, LLC, its General Partner
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
GP CAPITAL IV, LLC
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
THE OCTOBER FUND, LIMITED PARTNERSHIP
By: October G.P., LLC, its General Partner
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
OCTOBER G.P., LLC
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
Annex 1
Information With Respect to Transactions of Shares During the Past 60 Days
or Since the Most Recent Filing on Schedule 13D
B IV Capital Partners, L.P.
Date
Transaction(1)
Shares
Price/Share ($)(2)
9/10/2007
Sale
1,048,158
$0.0488
9/11/2007
Sale
822,613
$0.0422
9/12/2007
Sale
1,482,774
$0.0401
9/13/2007
Sale
906,104
$0.0400
9/14/2007
Sale
4,117,530
$0.0351
(1) All sales were effected through open market transactions.
(2) Non-Inclusive of 1% brokerage commission.
The October Fund, Limited Partnership
Date
Transaction(1)
Shares
Price/Share ($)(2)
9/10/2007
Sale
156,149
$0.0488
9/11/2007
Sale
122,548
$0.0422
9/12/2007
Sale
220,896
$0.0401
9/13/2007
Sale
134,986
$0.0400
9/14/2007
Sale
613,408
$0.0351
(1) All sales were effected through open market transactions.
(2) Non-Inclusive of 1% brokerage commission.
DDJ High Yield Fund
Date
Transaction(1)
Shares
Price/Share
($)(2)
9/10/2007
Sale
338,827
$0.0488
9/11/2007
Sale
265,917
$0.0422
9/12/2007
Sale
479,321
$0.0401
9/13/2007
Sale
292,907
$0.0400
9/14/2007
Sale
1,331,031
$0.0351
(1) All sales were effected through open market transactions.
(2) Non-Inclusive of 1% brokerage commission.
Two Accounts
Date
Transaction(1)
Shares
Price/Share ($)(2)
9/10/2007
Sale
76,351
$0.0488
9/11/2007
Sale
59,922
$0.0422
9/12/2007
Sale
108,009
$0.0401
9/13/2007
Sale
66,003
$0.0400
9/14/2007
Sale
299,931
$0.0351
(1) All sales were effected through open market transactions.
(2) Non-Inclusive of 1% brokerage commission.
EXHIBIT A
===========
The name and present principal occupation or employment of each
member of DDJ Capital Management, LLC ("DDJ") is set forth below.
DDJ is the investment manager or manager, as applicable, for each of the
Reporting Persons. The business address of each person and the address
of the corporation or organization in which such employment is conducted
is c/o DDJ Capital Management, LLC, 130 Turner Street, Building 3,
Suite 600, Waltham, MA 02453. Mr. Breazzano, Mr. Goolgasian, Ms.
Mencher, Mr. Craig and Mr. Ranaldi are each U.S. citizens.
NAME PRINCIPAL OCCUPATION OR
EMPLOYMENT
====================================================
David J. Breazzano President and Member of DDJ.
David L. Goolgasian, Jr. Portfolio Manager and Member of DDJ.
Judy K. Mencher Member of DDJ.
Jackson S. Craig Managing Director and Member of DDJ.
Anthony M. Ranaldi Managing Director and Member of DDJ.
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 13 OF 13 PAGES