Edgar Filing: MITEL NETWORKS CORP

jf13ga-mitel_power.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Mitel Networks Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

60671Q10

(CUSIP Number)

August 16, 2007

(Date of Event which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

ý Rule 13d-1(c)

¨ Rule 13d-1(d)

* 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 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. 60671Q10

13G

Page 2 of 6 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Power Technology Investment Corporation/Not Applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 23,065,421*
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 23,065,421*
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,065,421*
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) 10.3%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

* This amount does not include shares of capital stock beneficially owned by the other parties to the Shareholders Agreement, dated August 16, 2007, between Mitel Networks Corpoation, EdgeStone Capital Equity Fund II-B GP, Inc., Power Technology Investment Corporation, Wesley Clover Corporation, Terrence H. Matthews, Celtic Tech Jet Limited, Arsenal Holdco I, S.A.R.L and Arsenal Holdco II, S.A.R.L. and Morgan Stanley Principal Investments, Inc., as filed as Exhibit 99.3 hereto, as to which the Reporting Person disclaims beneficial ownership.

** This percentage was calculated pursuant to Rule 13d-3(d)(1)(i) and assumes that none of the outstanding warrants or convertible preferred shares (other than those held by the Reporting Person) or any other convertible securities of the issuer have been converted into common stock.

Item 1.(a) Name of Issuer

Mitel Networks Corporation

Item 1.(b) Address of Issuer’s Principal Executive Offices

350 Legget Drive

Ottawa, ON K2K 2W7

Canada

Item 2.(a) Name of Person Filing

Power Technology Investment Corporation (the “Reporting Person”)

Item 2.(b) Address of Principal Business Office or, if None, Residence

751 Square Victoria

Montreal, Quebec H2Y 2J3

Canada

Item 2.(c) Citizenship

Canada

Item 2.(d) Title of Class of Securities

Common Shares

Item 2. (e) CUSIP Number

60671Q10

Item 3.

If this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	¨ Broker or dealer registered under Section 15 of the Exchange Act;

(b)	¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)	¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)	¨ Investment company registered under Section 8 of the Investment Company Act;

(e)	¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	¨ A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);

(h)	¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

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 as August 16, 2007:

23,065,421 common shares*

(b)	Percent of class:

10.3%**

(c)	Number of shares as to which such person has as of August 16, 2007:

(i) Sole power to vote or to direct the vote:

23,065,421 shares.

(ii) Shared power to vote or to direct the vote:

0 shares.

(iii) Sole power to dispose or to direct the disposition of:

23,065,421 shares.

(iv) Shared power to dispose or to direct the disposition of:

0 shares.

* This amount includes common shares issuable upon conversion of Class 1 Convertible Preferred Shares and Warrants, which were acquired by the Reporting Person on August 16, 2007.

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 [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person

See attached Exhibit 99.2 for information regarding persons who may be deemed to control the Reporting Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

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.

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.

Dated: August 20, 2007

	POWER TECHNOLOGY INVESTMENT CORPORATION

	By:	/s/ LESLIE RAENDEN
		Name: Leslie Raenden
		Title: Executive Vice President