UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 22)*
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Inter-Tel
(Delaware), Incorporated
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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458372109
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(CUSIP
Number)
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Steven
G. Mihaylo
P.O.
Box 19790
Reno,
Nevada 89511
(775)
338-4699
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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Copies
to:
Brian
J. McCarthy, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
300
South Grand Avenue
Los
Angeles, California 90071
(213)
687-5000
August
16, 2007
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(Date
of Event Which Requires Filing of This Statement)
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If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
[ ].
Note: Schedules
filed in paper format shall include a signed original and five copies of
the
schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*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 on 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. 458372 109
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1.
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Names
of Reporting Persons. Steven G. Mihaylo
I.R.S.
Identification Nos. of above persons (entities only). Not
applicable.
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2.
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Check
the Appropriate Box if a Member of a Group (see Instructions)
(A) [ ]
(B) [ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds (see Instructions)
OO,
BK
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) [__]
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6.
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Citizenship
or Place of Organization
United
States of America
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Number
of Shares Beneficially Owned by Each Reporting Person
With
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7.
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Sole
Voting Power
3,179,498
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8.
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Shared
Voting Power
None
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9.
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Sole
Dispositive Power
3,179,498
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10.
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Shared
Dispositive Power
None
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,179,498
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12.
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Check
if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions)[__]
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13.
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Percent
of Class Represented by Amount in Row 11
11.6%
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14.
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Type
Of Reporting Person (See Instructions)
IN
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This
Amendment No. 22 (“Amendment No. 22”) amends and supplements the Schedule 13D,
dated March 3, 2006 (the “Original Schedule 13D”), and filed by Steven G.
Mihaylo (“Mr. Mihaylo”) with the Securities and Exchange Commission (the “SEC”)
on March 6, 2006, as amended by Amendment No. 1 thereto, dated April 10,
2006
and filed by Mr. Mihaylo with the SEC on April 10, 2006 (“Amendment No. 1”),
Amendment No. 2 thereto, dated April 21, 2006 and filed by Mr. Mihaylo with
the
SEC on April 21, 2006 (“Amendment No. 2”), Amendment No. 3 thereto, dated May 8,
2006 and filed by Mr. Mihaylo with the SEC on May 8, 2006 (“Amendment No. 3”),
Amendment No. 4 thereto, dated May 18, 2006 and jointly filed by Mr. Mihaylo
and
Vector Capital Corporation (“Vector”) with the SEC on May 18, 2006 (“Amendment
No. 4”), Amendment No. 5 thereto, dated June 15, 2006 and jointly filed by Mr.
Mihaylo and Vector with the SEC on June 15, 2006 (“Amendment No. 5”), Amendment
No. 6 thereto, dated June 29, 2006 and jointly filed by Mr. Mihaylo and Vector
with the SEC on June 29, 2006 (“Amendment No. 6”), Amendment No. 7 thereto,
dated July 28, 2006 and jointly filed by Mr. Mihaylo and Vector with the
SEC on
July 28, 2006 (“Amendment No. 7”), Amendment No. 8 thereto, dated August 21,
2006 and jointly filed by Mr. Mihaylo and Vector with the SEC on August 21,
2006
(“Amendment No. 8”), Amendment No. 9 thereto, dated August 22, 2006 and jointly
filed by Mr. Mihaylo and Vector with the SEC on August 23, 2006 (“Amendment No.
9”), Amendment No. 10 thereto, dated August 25, 2006 and jointly filed by Mr.
Mihaylo and Vector with the SEC on August 25, 2006 (“Amendment No. 10”),
Amendment No. 11 thereto, dated October 24, 2006 and jointly filed by Mr.
Mihaylo and Vector with the SEC on October 25, 2006 (“Amendment No. 11”),
Amendment No. 12 thereto, dated November 8, 2006 and jointly filed by Mr.
Mihaylo and Vector with the SEC on November 9, 2006 (“Amendment No. 12”),
Amendment No. 13 thereto, dated March 2, 2007 and jointly filed by Mr. Mihaylo
and Vector with the SEC on March 6, 2007 (“Amendment No. 13”), Amendment No. 14
thereto, dated March 30, 2007 and filed by Mr. Mihaylo with the SEC on April
2,
2007 (“Amendment No. 14”), Amendment No. 15 thereto, dated June 4, 2007 and
filed by Mr. Mihaylo with the SEC on June 5, 2007 (“Amendment No. 15”),
Amendment No. 16 thereto, dated June 4, 2007 and filed by Mr. Mihaylo with
the
SEC on June 6, 2007 (“Amendment No. 16”), Amendment No. 17 thereto, dated June
8, 2007 and filed by Mr. Mihaylo with the SEC on June 11, 2007 (“Amendment No.
17”), Amendment No. 18 thereto, dated June 26, 2007 and filed by Mr. Mihaylo
with the SEC on June 27, 2007 (“Amendment No. 18”), Amendment No. 19 thereto,
dated July 2, 2007 and filed by Mr. Mihaylo with the SEC on July 3, 2007
(“Amendment No. 19”), Amendment No. 20 thereto, dated July 10, 2007 and filed by
Mr. Mihaylo with the SEC on July 11, 2007 (“Amendment No. 20”) and Amendment No.
21 thereto, dated July 27, 2007 and filed by Mr. Mihaylo with the SEC on
July
30, 2007 (“Amendment No. 21”, and, collectively with the Original Schedule 13D,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9,
Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13,
Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17,
Amendment No. 18, Amendment No. 19 and Amendment No. 20, the “Schedule 13D”),
with respect to the common stock, par value $0.001 per share (“Common Stock”),
of Inter-Tel (Delaware), Incorporated, a Delaware corporation (“Inter-Tel” or
the “Company”), formerly known as Inter-Tel, Incorporated, an Arizona
corporation. Capitalized terms used but not defined herein shall have
the respective meanings set forth in the Schedule 13D.
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Item
4.
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Purpose
of Transaction.
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The
response to Item 4 of the Schedule
13D is hereby amended and supplemented by adding the following paragraphs
at the
end of such Item 4:
Partial
Withdrawal of Appraisal Demand
On
August 16, 2007, the Trust sent a
notice to the Company withdrawing its demand for appraisal of 2,000,000 of
the
5,178,000 shares of Common Stock held of record by the Trust, and of which
Mr.Mihaylo is the beneficial owner. The notice stated that with
respect to the balance of the shares of Common Stock held of record by the
Trust
(3,178,000 shares), the Trust maintains its demand for the appraisal of those
shares and continues to request payment for those shares pursuant to Delaware
General Corporation Law Section 262.
Item
5. Interest in Securities of the
Issuer
The
response to Items 5(a), (b) and (c)
of the Schedule 13D are hereby amended and supplemented by adding the following
paragraphs at the end of such Items 5(a), (b) and (c).
Disposition
of Shares Pursuant to Merger Agreement
On
August 16, 2007, pursuant to the
terms of the Merger Agreement, Arsenal Acquisition Corporation was merged
with
and into the Company, with the Company continuing as the surviving corporation
and a wholly-owned subsidiary of Mitel. As described in Item 4 of
this Schedule 13D, Mr. Mihaylo has demanded appraisal of the 1,498 shares
of
Common Stock held of record by Mr. Mihaylo at the time of the Merger, and
the
Trust has demanded appraisal for 3,178,000 shares of the 5,178,000 shares
of
Common Stock held of record by the Trust at the time of the
Merger. Thus, at the time of the Merger and pursuant to the Merger
Agreement, on August 16, 2007, the 10,250 options to purchase shares of Common
Stock held by Mr. Mihaylo vested and were canceled in exchange for the right
to
receive $25.60 per share underlying each option, less the exercise price
of each
option. In addition, at the time of the Merger and pursuant to the
Merger Agreement, on August 16, 2007, the 2,000,000 shares of Common Stock
held
by the Trust and with respect to which the Trust has not demanded appraisal,
were canceled and converted into the right to receive $25.60 per share in
cash
(without interest) pursuant to the Merger Agreement. With respect to
the remaining 3,179,498 shares of Common Stock of which Mr. Mihaylo is the
beneficial owner and with respect to which Mr. Mihaylo and the Trust have
demanded appraisal, such shares represent 11.6% of the outstanding Common
Stock
at the time of the Merger (based on 27,307,175 shares outstanding as of July
9,
2007, as reported in the Company’s Form DEFR14A filed with the SEC on July 10,
2007). Of these 3,179,498 shares of Common Stock, Mr. Mihaylo (i) is
the holder of record of 1,498 shares, and (ii) may be deemed to be the
beneficial owner of the 3,178,000 shares of Common Stock held by the Trust
because Mr. Mihaylo is the sole trustee of the Trust.
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.
/s/
Steven G. Mihaylo______________
STEVEN
G.
MIHAYLO