- Statement of Ownership (SC 13G)
August 19 2010 - 2:18PM
Edgar (US Regulatory)
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CUSIP
No. 923359103
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Page 1
of 10
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Schedule
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
VERAZ
NETWORKS, INC.
(Name of
Issuer)
Common
Stock, $0.001 par value
(Title of
Class of Securities)
923359103
(CUSIP
Number)
August
16, 2010
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
*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,
as amended ("Act"), or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
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CUSIP
No. 923359103
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Page
2 of 10
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|
1.
|
Name
of Reporting Person
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|
|
|
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I.
R. S. Identification No. of Above Person (entities only)
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|
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|
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|
|
Mercury
Ventures II, Ltd. I.R.S. Identification No. 20-4736567
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2.
|
Check
the Appropriate Box if a Member of a Group*
|
(a)
o
|
|
|
|
|
(b)
o
|
|
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3.
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SEC
Use Only
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|
|
|
|
|
|
|
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4.
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Citizenship
or Place of Organization
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Texas
|
|
|
|
|
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
2,304,516
(1)
|
|
6.
|
Shared
Voting Power
|
-0-
|
|
7.
|
Sole
Dispositive Power
|
2,304,516
(1)
|
|
8.
|
Shared
Dispositive Power
|
-0-
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,304,516
(1)
|
|
|
|
|
|
|
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
|
o
|
|
|
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
5.20%
(2)
|
|
|
|
|
|
|
|
12.
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Type
of Reporting Person*
|
PN
|
|
|
|
|
|
|
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(1)
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Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, L.L.C. (“Mercury Management”), the General Partner of
Mercury Ventures II, Ltd. (“Mercury Ventures II”), which is the General
Partner of both Mercury Fund VIII, Ltd. (“Mercury VIII”) and Mercury Fund
IX, Ltd. (“Mercury IX”), which own 1,872,574 and 431,942 shares of common
stock (“Common Stock”) of Veraz Networks, Inc. (“Veraz”),
respectively.
|
|
(2)
|
Assumes
a total of 44,286,683 shares of Common Stock outstanding based on the
Veraz Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2010 filed on August 16, 2010.
|
|
CUSIP
No. 923359103
|
Page 3
of 10
|
|
1.
|
Name
of Reporting Person
|
|
|
|
|
I.
R. S. Identification No. of Above Person (entities only)
|
|
|
|
|
|
|
|
|
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Mercury
Management, L.L.C. I.R.S. Identification No. 75-2796232
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|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group*
|
(a)
o
|
|
|
|
|
(b)
o
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
|
Texas
|
|
|
|
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
2,304,516
(1)
|
|
6.
|
Shared
Voting Power
|
-0-
|
|
7.
|
Sole
Dispositive Power
|
2,304,516
(1)
|
|
8.
|
Shared
Dispositive Power
|
-0-
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,304,516
(1)
|
|
|
|
|
|
|
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
|
o
|
|
|
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
5.20%
(2)
|
|
|
|
|
|
|
|
12.
|
Type
of Reporting Person*
|
OO
|
|
|
|
|
|
|
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of both Mercury VIII and Mercury IX, which own
1,872,574 and 431,942 shares of Common Stock,
respectively.
|
|
(2)
|
Assumes
a total of 44,286,683 shares of Common Stock outstanding based on the
Veraz Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2010 filed on August 16, 2010.
|
|
CUSIP
No. 923359103
|
Page 4
of 10
|
|
1.
|
Name
of Reporting Person
|
|
|
|
|
I.
R. S. Identification No. of Above Person (entities only)
|
|
|
|
|
|
|
|
|
|
Kevin
C. Howe
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group*
|
(a)
o
|
|
|
|
|
(b)
o
|
|
|
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
|
2,304,516
(1)
|
|
6.
|
Shared
Voting Power
|
-0-
|
|
7.
|
Sole
Dispositive Power
|
2,304,516
(1)
|
|
8.
|
Shared
Dispositive Power
|
-0-
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,304,516
(1)
|
|
|
|
|
|
|
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
|
o
|
|
|
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
5.20%
(2)
|
|
|
|
|
|
|
|
12.
|
Type
of Reporting Person*
|
IN
|
|
|
|
|
|
|
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of both Mercury VIII and Mercury IX, which own
1,872,574 and 431,942 shares of Common Stock,
respectively.
|
|
(2)
|
Assumes
a total of 44,286,683 shares of Common Stock outstanding based on the
Veraz Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2010 filed on August 16, 2010.
|
*SEE INSTRUCTIONS BEFORE
FILLING OUT!
|
CUSIP
No. 923359103
|
Page 5
of 10
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Introduction
Pursuant
to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, Mercury
Ventures II, Ltd. ("Mercury Ventures II"), Mercury Management, L.L.C. ("Mercury
Management") and Kevin C. Howe ("Mr. Howe") are making this joint filing on
Schedule 13G.
|
Item
1(a).
|
Name
of Issuer:
|
Veraz
Networks, Inc., a Delaware corporation (“Veraz”)
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
926 Rock
Avenue, Suite 20, San Jose, California 95131
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Item
2(a).
|
Name
of Person Filing:
|
Mercury
Ventures II, Ltd.
Mercury
Management, L.L.C.
Kevin C.
Howe
|
Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
|
The
principal business office of Mercury Ventures II, Mercury Management and Mr.
Howe is 501 Park Lake Drive, McKinney, Texas 75070.
|
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Mercury
Ventures II's place of organization is
Texas
|
|
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Mercury
Management's place of organization is
Texas
|
|
|
Mr.
Howe is a citizen of the United
States
|
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Item
2(d).
|
Title
of Class of Securities:
|
Common
stock, $0.001 par value per share (the "Common Stock")
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
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CUSIP
No. 923359103
|
Page
6 of 10
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Mercury Ventures
II
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(a)
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Amount
beneficially owned:
|
2,304,516
(1)
|
|
|
|
|
|
(b)
|
Percent
of class:
|
5.20%
(2)
|
|
|
|
|
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(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or direct the vote
|
2,304,516
(1)
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote
|
-0-
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
2,304,516
(1)
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
-0-
|
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of both Mercury Fund VIII, Ltd. (“Mercury VIII”) and
Mercury Fund IX, Ltd. (“Mercury IX”), which own 1,872,574 and 431,942
shares of Common Stock,
respectively.
|
|
(2)
|
Assumes
a total of 44,286,683 shares of Common Stock outstanding based on the
Veraz Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2010 filed on August 16, 2010.
|
Mercury
Management
|
(a)
|
Amount
beneficially owned:
|
2,304,516
(1)
|
|
|
|
|
|
(b)
|
Percent
of class:
|
5.20%
(2)
|
|
|
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or direct the vote
|
2,304,516
(1)
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote
|
-0-
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
2,304,516
(1)
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
-0-
|
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of both Mercury VIII and Mercury IX, which own
1,872,574 and 431,942 shares of Common Stock,
respectively.
|
|
(2)
|
Assumes
a total of 44,286,683 shares of Common Stock outstanding based on the
Veraz Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2010 filed on August 16, 2010.
|
|
CUSIP
No. 923359103
|
Page 7
of 10
|
Mr. Howe
|
(a)
|
Amount
beneficially owned:
|
2,304,516
(1)
|
|
|
|
|
|
(b)
|
Percent
of class:
|
5.20%
(2)
|
|
|
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or direct the vote
|
2,304,516
(1)
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote
|
-0-
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
2,304,516
(1)
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
-0-
|
|
(1)
|
Mr.
Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is
the General Partner of both Mercury VIII and Mercury IX, which own
1,872,574 and 431,942 shares of Common Stock,
respectively.
|
|
(2)
|
Assumes
a total of 44,286,683 shares of Common Stock outstanding based on the
Veraz Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2010 filed on August 16, 2010.
|
|
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
Not
Applicable.
|
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:
|
Not
Applicable
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
The
following lists each member of the group filing this Schedule 13G pursuant to
Rule 13d-1(c):
Mercury
Ventures II, Ltd.
Mercury
Management, L.L.C.
Kevin C.
Howe
|
CUSIP
No. 923359103
|
Page 8
of 10
|
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not
Applicable
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.
[Remainder
of Page Intentionally Left Blank]
|
CUSIP
No. 923359103
|
Page
9 of 10
|
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.
|
August
19, 2010
|
MERCURY
VENTURES II, LTD.
|
|
|
|
|
|
|
By:
|
MERCURY
MANAGEMENT, L.L.C.
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
/s/
Kevin C. Howe
|
|
|
Name:
|
Kevin
C. Howe
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
|
|
|
August
19, 2010
|
MERCURY
MANAGEMENT, L.L.C.
|
|
|
|
|
|
|
|
By:
|
/s/
Kevin C. Howe
|
|
|
|
Name:
|
Kevin
C. Howe
|
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
|
|
|
August
19, 2010
|
/s/
Kevin C. Howe
|
|
|
Kevin
C.
Howe
|
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CUSIP
No. 923359103
|
Page 10
of 10
|
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