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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Information Statement pursuant to Rules 13d-1
and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
XYRATEX LTD
(Name of Issuer)
Common shares, par value $0.01 per share
(Title of Class of Securities)
G98268-10-8
(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:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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ý |
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 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).
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CUSIP No. G98268-10-8 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuer’s Principal Executive Offices |
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Item 2. |
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(a) |
Name
of Person Filing |
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(b) |
Address
of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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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: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not Applicable |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: 967,160 |
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(b) |
Percent of class: 3.4% |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote 967,160 |
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(ii) |
Shared power to vote or to direct the vote 0 |
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(iii) |
Sole power to dispose or to direct the disposition of 967,160 |
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(iv) |
Shared power to dispose or to direct the disposition of 0 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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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 ý. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not Applicable |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable |
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Item 10. |
Certification |
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Not Applicable |
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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.
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February 13, 2006 |
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Date |
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Signature |
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Name/Title |
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HAVANT INTERNATIONAL TRUSTEES LIMITED (“Trustee”)
DRAFT Minutes of the Meeting of the board of directors of the above mentioned company at Langstone Road, Havant Hampshire, PO9 1SA on 10 February 2006 at 1:50pm.
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PRESENT |
C Allington |
(Chairman) |
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M Dinham |
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APOLOGIES |
S Barber |
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D Holt |
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WK Wilkie |
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IN ATTENDANCE |
R Pearce |
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1. QUORUM
The Chairman announced that a quorum was present and declared the meeting open.
2. TRUSTEE
It was noted that the Trustee was the trustee of the Havant International Limited Employee Benefit Trust (“Trustee”).
3. FORM 13G
3.1 The Meeting was advised that it was a requirement of the U.S. Securities and Exchange Commission that a beneficial owner of greater than 5% of a class of shares in a Nasdaq listed company file a Form 13G within 45 days of calendar year end and accordingly the Trustee filed Form 13G in connection with the calendar year ended 31 December 2004 on 11 February 2005. The Meeting was further advised that it was a requirement of the U.S. Securities and Exchange Commission that where a beneficial owner had filed a Form 13G for the prior calendar year and such beneficial owner’s ownership of the relevant class of shares falls below 5% in the subsequent calendar year such beneficial owner is required to file an amended Form 13G within 45 day of such calendar year.
3.2 It was noted that the Trust held 3.4% of the issued common shares of Xyratex Ltd as of 31 December 2005.
3.3 The amended Form 13G provides for disclosure of the investor’s name, address and shareholding.
3.4 There was presented to the Meeting a draft agreed form of the amended Form 13G filing.
3.5 After careful consideration, it was RESOLVED that the amended Form 13G filing was in the best interests of the Trustee and the form presented to the Meeting be approved subject to minor amendments. It
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was further RESOLVED that any Director of the Trustee be authorised to sign the amended Form 13G and complete the filing with the SEC.
4. CLOSE
There being no further business the meeting closed.
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/s/ Chris Allington |
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Chairman |
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