Attachment 20170620105823-257.p

20170620105823-257.p

SUPPLEMENT

Supplement

2007-10-11

This document pretains to ITC-T/C-20070905-00365 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2007090500365_1549902

D i TD 159 &7 C 2300 N Street, N.W. e $fi1o £4d i. i0 Lifi Tel 202.663.8000 Pillsbury Washington, D.C. 20037—1 128 Fax 202.663.8007 www.pillsburylaw.com Winthrop F? Shaw Pittmanc ECEIVEp GLENN RICHARDS (202)663—8215 GLENN.RICHARDS@PILLSBURYLAW.COM Policy 1y;.,, ln‘emalzg DIVISI'On October 11, 2007 Urgay VIA HAND DELIVERY FILED/ACcEPTED Marlene H. Dortch OCT 1 1 2007 Federal Communicat Secretary ions Commission onl e Office th Federal Communications Commission of the Secretary 445 12 Street, S.W. Washington, DC 20554 Re: Notice of Consummation—File No. 1B2007002140 ueseneyceenentonteeNeRUeS Dear Ms. Dortch: Pursuant to Section 63.24(e)(4) of the Commission‘s rules, 47 C.F.R. 63.24(e)(4), AccessLine Holdings, Inc. ("AccessLine"), AccessLine Communications Corporation ("ACC"), and Telanetix, Inc. ("Telanetix"), hereby notify the Commission that the transfer of control that is the subject of the above—referenced application was September Please find enclosed an original and four copies of this notice. Please date—stamp the "Receipt" copy of thisfiling and return it in the enclosed self—addressed, stamped envelope. Please contact the undersigned if you have any questions or concerns. Sincerely, 41. _Glenn Richards

ORIGINAL Before the IRAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 l \ } vvv In the Matter of ation of AccessLine Ho , Transferor, vvvvvvvvvvvvvvvv AccessLine Co ons Corporation, Licensee File No. ITC—T/C—2007 and WC Docket No. 07— Telanetizx, Inc., For Grant of A1 suant to Section 214 ofi nications Act of 1934, as amended, an 13.04 and 63.24 of the Coramission‘s] mplete a Transfer of Control of Acet nmunications Corporation, an 1 Domestic and International St sarrier, to Telanetix, Inc. JOINT APPLICATION L INIRC [ A. of Transaction Accessliuc muiungs, Inc. (¢AccessLine"), AccessLine Communications Corporation ("ACC"), and Telanetix, Inc. (“Telanetix;’) (collectively, the "Applicants") through their undersigned counsel and pursuant to Section 214 of the Communications Act, as amended, 4_7_ U.S.C. §214, and Sections 63.04 and 63.24 of the Commission‘s Rules, 47 C.F.R. §§ 63.04, 63.24, respectfully request Federal Communications Commission ("Commission") approval or such authority as may be necessary or required to enable the parties to consummate a transaction DCiManage/932$388.2

whereby Telanetix will acquire indirect control of ACC, a non—dominant carrier holding authority from the Commission to provide interstate and international services,. Although the proposed transaction will result in a change in the ultimate ownerslhip_ of ACC, no transfer of certificates, assets, or customers will occur as an immediate consequence of the proposed transaction. ACC will continue to provide service td its existing customers pursuant to its authorizations under the same réte:s, terms, and conditions. Accordingly, this transaction will be transparent to the customers of ACC. B. Request for Expedited Consideration The proposed transaction is scheduled to close on September 14, 2007, to ensure that existing cfistome:rs of ACC will continueto enjoy unintenupted. service. Expedited approval of this transaction is required if AccessLine, and by extension ACC, is to avoid financial insolvency. AccessLine has an $8 million dollar debt obligation which will begin amortizing Se:ptember' jJ". Each payment of approximately $310,000 is due on the first of the month, and AccessLine is not currently able to make the second payment due October 1* unless this transaction closes prior to that date. Therefore, in light of the substantial benefits that the Applicants expect from the proposed transaction, as well as the financial hardship facing AccessLine, Applicants seek expedited approval to allow Applicants to complete the proposed transaction by September 14, 2007.‘ 6. Request for Streamlined Processing Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.03 and 63.12 of the Commission‘s Rules, 47 C.F.R. §§ 63.03 & 63.12. With respect to domestic authority, this Application is eligible for streamlined processing In order to meet the closing date requirement and comply with FCC rules, Applicants are concurrently filing requests for Special Temporary Authority with the International Bureau and the Wireline Telecommunications Bureau, seeking temporary approval of the transaction, subject to final review and approval of this Application. DCiManage/9328388.2 . .

pursuant to Section 63.03(b)(2)(i) because, immediately following the transactions, (1) Applicants and their affiliates, as defined in Section 3(1) of the Communications Act ("Affiliates") combined will hold less than a ten percent (10%) share of the interstate, interexchange market; (2) Applicants and their Affiliates will not provide local exchange service; and (3) none of the Applicants or their Affiliates is dominant with respect to any service. In-support of this Application, Applicants provide the following information: 1R DESCRIPTION OF THE APPLICANTS A. AccessLine Foldings, Inc. AccessLine is a Delaware corporation with offices located at 11201 SE 8*" Street, Belleyue, Washington 98004. B. AccessLine Communications Corporation ACC provides resold and facilities—based long distance :seMces in apfiroximatwely 50 states. ACC holds blanket domestic authority to provide interstate service as well as global resale Section 214 authority to provide international services pursuant to authority granted in.File No. ITC—214—19981026—00734 (Oct. 23 1998) (pro formé assignment of license from AccessLine LD Services, Inc. to AccessLine Communications Corporation acknowledged by the Commission January 4, 2001, DA No. 01—13). C. Telanetix, Inc. Telanetix is a Delaware corporation with offices located at 6197 Cornerstone Court E. Ste. 108, San Diego, California 92121. Telanetix is a leading developer of IP-basec_l video and conferencing solutions which provides high—quality video conference services through its Digital Presence System. The corporation is publicly traded on the OTC Bulletin Board (symbol: TNXD. DCiManage/9328388.2

III. PESCRIPTION OF THE TRANSACTION Telanetix and AccessLine entered into an Agreer ind Plan of Merger dated August 31, 2007 (the "Agreement") whereby a newly created s1 ary of Telanetix will merge with AccessLine, with AccessLine surviving. As a result, T tix will acquire direct control of AccessLine and indirect control of ACC. Applicants the : request authority for the transfer of control of ACC to Telanetix. Immediately followi : consummation of the proposed transaction, ACC will cofitinue to offer service with 1ange in the rates or terms and conditions of service. Further, ACC will continue to prc service to its customers under the same name. Therefore, the transfer of control of AC 1 be seamless and transparent to customers. IV. PUBLIC INTEREST STATEMENT Applicants submit that the transaction described h will serve the public interest. The Parties believe the transaction will enhance the ability o entities to expand their respective operations both in terms of service area coverage and th i the ability of each entity to offer customers an expanded line of products and services. In ion, the Applicants expect that the transaction will yield substantial operational and financia fits to the combined companies. Further, the transaction will be conducted in a ma: hat will be transparent to customers of ACC. The indirect transfer of control of ACC will not: in a change of carrier for customers or any assignment of authorizations. Following consummation of the proposed transaction, ACC will continue to provide high—quality communications services to their customers without interruption and without immediate change in rates, terms, or conditions. DCiManage/9328388.2

V. INEORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e)(3) of the Commission‘s Rules, the Applicants submit the following information requested in Section 63.18 (a)—(d) and (h)—(p) in support of this Application: (a) Name, address and telephone number of each A];piicant: Transferor: AccessLine Holdings, Inc. FRN: 0016877284 11201 SE8°" Street Bellevue, Washington 98004 (206) 621—3500 Licensee: AccessLine Communications Corporation FRN: 0016875742 11201 SE 8°" Street Bellevue, Washington 98004 (206) 621—3500 Transferee: Telanetix, Inc. FRN: 0016877292 6197 Comerstone Court E. Ste. 108 San Diego, California 92121 (858) 362—2250 (b) Jurisdiction of Organizations: Transferor: AccessLingé is a corporation formed under the laws of Delaware. Licensee: ACC is a corporation formed under the laws of Delaware. Transferee: Telanetix is a corporation formed under the laws of Delaware. DCiManage/9328388.2

(c) (A4nswer to Question 10) Cor:espo idence concerning this Application should be sent to: AccessLine: Marz Klebanoff Glenn S. Richards Chief Financial Officr, Pillsbury Winthron Shaw Pittiman LLP AcesssLitie Communications Co:poration 2300 N Street, NV. Washington, D.C. 20037 11201 SE 8Street Bellsvue, Washington 98004 (202) 663—8215 (gho 16) (206¢) 621—3500 (phone) (202) 513—8006 (fix) (858) 362—2251 (fax) glenn.richards@p: !1s jurylaw com (email ) mklsbancff@accessline.com (email) For Telanetix., Inc: Rick Ono Chief Operating C ffi ser, Telanetix, Inc. 6197 Commerstone Ccurt Suite 108 San Diego, CA 9212 l (858) 362—2250 (pho:re) (858) 362—2251 (fix) rick@telanetix.com ‘email) (d) Section 214 Authorization ACC holds bl inl:et domestic authort yto provide interstate service. ACC is also authorized to provide lit aited facilities —basec! and resold international services. See File No. ITC— 214—19981026—0073« (Oct. 23 1998) (pro fcrma assignraent of license from AccessLine LD Services, Inc. to Access Lire Communications Co: poration acknowledged by the Commission January 4, 2001, DA No. 01—13). (b) (4nswer to Questions 11 & 12) The following entities own directly or indirectly 10% or more of transferor as calculated pursuant to the Commission ownership attribution rules for wireline and international telecommunications catriers: DCiManage/932838$8.2

Ownership of Transferor: Name: Mellon Ventures Address: 1 Mellon Center Suite 5210 Pittsburgh, PA 15258—0001 (412) 236—3594 (phone) (412) 236—3593 (fax) Citizenship: United States Principal Business: Venture Capital % Equity: 21 Name: Gabriel Venture Partners Address: 350 Marine Parkway Suite 200 Redwood Shores, CA 94065 (650) 551—5000 (phone) (650) 551—5001 (fax) Citizenship: UnitedStates ' Principal Business: Venture Capital % Equity: 20 Name: Venrock Associates Address: 2494 Sand Hill Road— Suite 200 Menlo Park, CA 94025 (650) 561—9580 (phone) (650) 561—9180 (fax) Citizenship: United States Principal Business: Venture Capital % Equity: 14 Ownership of Transferee: Telanetix is a publicly traded, widely held company. The following individual ~ currently holds a ten percent (10%) or greater, direct or indirect interest in Telanetix, Inc.: Name: Tom Szabo Address: Telanetix, Inc. 6197 Cormmerstone Court Suite 108 San Diego, CA 92121 (858) 362—2250 (phone) Citizenship: United States Principal Business: Telecommunications % Equity: 11.77 DCiManage/932838$8.2

Other than the foregoing, to the best of the Applicants‘ knowledge no other person or entities directly or indirectly owns 10% or more of the equity of Telanetix, Inc. Following the closing of this transaction, there will be no individuals who hold a ten percent or greater, direct or indirect, equity interest (or voting rights) in Telanetix, Inc. (1) (Inswerto Question 14) Transferee ce : it is not a foreign carrier or affiliated with a foreign catrier. (§) (Answer_to Quesiion 15) Transferee c t it does not seek to provide international telecommunications service ‘stination country where: (1) An Applicant is a foreign carrier in that country; or (2) An Applicant controls a foreign carrier in that country; or (3 Any entity that owns more than 25 percent of an App].ican,t, or that controls an Applicant, controls a foreign carrier in that country; or (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of an Applicant and are parties to, or the benefficiaries of, a contractual relation affecting the provision or marketing or international basic telecommunications services in the United States. (k) Not applicable. (1) Not applicable. (m) Not applicable. (n) Transferee certifies that it has not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. (0) Applicants certifies that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§ 1.2001—1.2003. (p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)—(b) ofthe Commission‘s Rules, 47 C.F.R. §63.12(a)—(b). In particular, Section 63.12(c)(1) is inapplicable because the Applicant is not affiliated with any foreign carriers and none of the scenarios outlined in Section 63.12(c) of the Commission‘s Rules, 47 C.F.R. § 63.12(c), apply. DCiManage/9328388.2

VI. INFEFORMATION REQUIRED BY SECTION 63.04 Pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the following information in support of their request for domestic Section 214 authority in order to address the requirements set forth Commission Rule 63.04(a)(6)—(12): (a)(6) A description ofth roposed Transaction is set forth in Section III above. (a)(7) Applicant is authc ied to provide interexchange services in Alabama, Alaska, Arizona, Arkansas alifornia, Colorado, Connecticut, Delaware, the District of Columbia, Florids Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisis , Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Misso , Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, Ne York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylv; 1, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Ver nt, Virginia, Washington, West Virginia, Wisconsin and Wyomming. Lice ses provide telecommunications services in all jurisdictions where authorized. (a)(8) Applicants respect ly submit that this Application is eligible for streamlined processing pursuan ) Sections 63.03 ofthe Commission‘s Rules, 47 C.F.R. §63.03. In particular, with spect to domestic authority, this Application is eligible for streamlined proce: ig pursuant to Section 63.03(b)(2)(i) because, immediately following the trans 1on, (1) Applicants and their affiliates (as defined in Section 3(1) of the Comm sations Act — ("Affiliates") combined will hold less than a ten percent (10%) shar if the interstate, interexchange market; (2) Applicants and their Affiliates will prov : local exchange service only in areas served by dominant local exchange carriers me of which is a party to the proposed transaction) and; (3) none ofthe Applic: s or their Affiliates is dominant with respect to any service. (a)(9) . By this Applicatic Applicants seek authority with respect to both international and domestic Sect 214 authorizations (this Application is being separately and concurrently filed ith respect to both types of authorities in compliance with Commission Rule 63.04(b), 47 C.F.R. § 63.04(b)). Except as noted in Footnote 1, no other applications are being filed with the Commission with respect to this transaction. (a)(10) Prompt completion of the proposed transaction is critical to ensure that Applicants can obtain the benefits described in the foregoing application. Accordingly, Applicants respectfully requests that the Commission approve this Application expeditiously in order to allow Applicants to consummate the proposed transaction as soon as possible. (a)(11) Not applicable. (a)(12) A statement showing how grant of the application will serve the public interest, convenience and necessity is provided in Section IV above. DCiManage/9328388 x3

VI. CONCLUSION | For the reasons stated above, Applicants respectfully submit thr;lt the public interest, convenience, and necessity would be furthered by a grant of this Application for transfer of control of AccessLine Communications Corporation. Applicants respectfully request expedited treatment to permit Applicants to complete the transaction no later than September 14, 2007 to ensure uninterrupted service to the customers of ACC. DCiManage/9328388.2

Ms. Marlene Dortch, Esq. September 4, 2007 Page 3 Respectfully submitted, o. (D— Glenn S. Richards Pillsbury Winthrop Shaw Pittman LLP 2300 N Street, N.W. Washington, D.C. 20037 (202) 663—8215 (Tel) (202) 513—8006 (Fax) glenn.richards@pillsburylaw.com (Email) Counsel for AccessLine Holdings, Inc., AccessLine Communications Corporation, and Telanetix, Inc. Dated: September 4, 2007


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Document Modified: 2019-05-30 11:22:44
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