SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 5)*
iBASIS,
INC.
(Name of
Issuer)
COMMON
STOCK
(Title
of
Class of
Securities)
450732201
(CUSIP
Number)
Michel
Hoekstra
Koninklijke
KPN N.V.
Maanplein
55
2516 CK,
The Hague, The Netherlands
+31 70
446 2093
Copy
to:
Mark I.
Greene, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza, 825 Eighth Avenue
New York,
New York 10019
(212)
474-1000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date of
Event which Requires Filing of this Statement)
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
§§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
NOTE:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 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 purposes 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).
(Continued
on following pages)
(Page 1
of 9 Pages)
CUSIP No.
450732201
|
1
|
NAMES OF REPORTING PERSONS
|
Koninklijke
KPN N.V.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
o
(b)
ý
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
BK,
WC, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
The
Netherlands
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
0
|
|
8
|
SHARED VOTING POWER
|
66,421,913
|
|
9
|
SOLE DISPOSITIVE POWER
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
66,421,913
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
66,421,913
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See Instructions)
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
93.2%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
CO
|
|
1
|
NAMES OF REPORTING PERSONS
|
KPN
B.V.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
o
(b)
ý
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
AF,
BK, WC, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
The
Netherlands
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
0
|
|
8
|
SHARED VOTING POWER
|
66,421,913
|
|
9
|
SOLE DISPOSITIVE POWER
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
66,421,913
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
66,421,913
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See Instructions)
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
93.2
%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
CO
|
CUSIP No. 450732201
|
1
|
NAMES OF REPORTING PERSONS
|
Celtic
ICS Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
o
(b)
ý
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
AF,
BK, WC, OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
0
|
|
8
|
SHARED VOTING POWER
|
66,421,913
|
|
9
|
SOLE DISPOSITIVE POWER
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
66,421,913
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
66,421,913
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See Instructions)
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
93.2%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
CO
|
This
Amendment No. 5 to Schedule 13D amends and supplements the statement on
Schedule 13D filed by Koninklijke KPN N.V. (“KPN”), KPN B.V. (formerly KPN
Telecom B.V.) (“KPN B.V.”) and Celtic ICS Inc. (“Merger Sub”) with the
Securities and Exchange Commission (the “SEC”) on June 29, 2006, as such
schedule was amended and restated on October 11, 2007 and amended and
supplemented on July 13, 2009, October 5, 2009 and November 23, 2009 (the
“Existing Schedule 13D”), relating to the common stock, par value $0.001 per
share (the “Common Stock”), of iBasis, Inc., a Delaware corporation (the
“Issuer”). The address of the Issuer’s principal executive offices is
20 Second Avenue, Burlington, Massachusetts 01803.
Items 2,
4, 5 and 6 of the Existing Schedule 13D are hereby amended as follows
below. Each capitalized term used but not defined herein has the
meaning ascribed to such term in the Existing Schedule 13D.
ITEM
2. IDENTITY AND BACKGROUND
Item 2 is
hereby amended, in pertinent part, by the following:
As
further described in Item 4 of this Schedule 13D, on December 21, 2009, Merger
Sub will merge with and into the Issuer in accordance with the short-form merger
provisions of Delaware Law. As such, the separate corporate existence
of Merger Sub will cease, and Merger Sub will no longer be a member of this
reporting person group.
ITEM 4.
PURPOSE OF TRANSACTION
Item 4 is
hereby amended, in pertinent part, by the following:
The Offer
expired at 12:00 midnight, New York City time, on December 18, 2009. According
to Computershare Trust Company, N.A., the depositary for the Offer, a total of
26,300,839
shares of Common Stock were validly tendered and not validly withdrawn,
representing, together with the shares already owned by KPN B.V., approximately
93.2% of the shares outstanding immediately prior to the expiration of the
Offer. The 26,300,839 tendered shares also represent approximately
83.1% of the shares outstanding immediately prior to the expiration of the
Offer, excluding shares owned by KPN B.V., KPN or their respective affiliates
(including Merger Sub) or the directors or officers of KPN, KPN B.V., any of
their respective affiliates (including Merger Sub) or the Issuer.
On
December 21, 2009, Merger Sub will merge with and into the Issuer in accordance
with the short-form merger provisions of Delaware Law without prior notice to,
or any action by, any other stockholders of the Issuer. In the
merger, each share outstanding immediately prior to the effective time of the
merger will be converted into the right to receive the same $3.00 in cash per
share, without interest, that was paid in the Offer, except for (i) shares held
by the Issuer as treasury stock or by the Merger Sub and (ii) shares owned by
Issuer stockholders who properly demand appraisal in accordance with Delaware
Law. Upon consummation of the merger, (i) the Issuer will become an
indirect wholly-owned subsidiary of KPN and a direct, wholly-owned subsidiary of
KPN B.V., (ii) the Common Stock will cease to be traded on the NASDAQ Stock
Market after Monday, December 21, 2009 and (iii) all of the Common Stock will be
canceled and new shares of common stock will be issued to KPN
B.V. Also in connection with the merger, the size and composition of
the Issuer’s board of directors and management will be revised, and the charter
and bylaws of the Issuer will be amended and restated.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is
hereby amended and restated in its entirety as follows:
(a)
Merger Sub is the beneficial owner of 66,421,913 shares of Common Stock, or
approximately 93.2% of the Common Stock outstanding. KPN B.V., as the
owner of 100% of the capital stock of Merger Sub, and KPN, as the owner of 100%
of the capital stock of KPN B.V., may each be deemed to have beneficial
ownership of the shares of Common Stock beneficially owned by Merger
Sub. To the knowledge of KPN, KPN B.V. and Merger Sub, no executive
officer or director named on Schedule A attached hereto beneficially owns any
shares of Common Stock.
(b)
Merger Sub, KPN B.V. and KPN have the shared power to vote or direct the vote,
and the shared power to dispose or to direct the disposition, of the shares of
Common Stock described herein.
(c) Other
than as described in Item 4 of this Schedule 13D, none of KPN, KPN B.V., Merger
Sub or any executive officer or director named on Schedule A attached hereto has
effected any transaction in the Common Stock during the past 60
days.
(d) Not
applicable.
(e) Not
applicable.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is
hereby amended, in pertinent part, by the following:
The
response to Item 4 of this Schedule 13D is incorporated herein by
reference.
SIGNATURES
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief,
the undersigned hereby certify, as of December 21, 2009, that the information
set forth in this statement is true, complete and correct.
|
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KONINKLIJKE
KPN N.V.,
|
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|
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By:
|
/s/ Michel
Hoekstra
|
|
|
|
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Name:
Michel Hoekstra
|
|
|
|
|
Title:
Corporate Legal Officer & Attorney-in-Fact
|
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By:
|
KONINKLIJKE
KPN N.V.,
|
|
|
|
|
its
sole director
|
|
|
|
|
|
|
|
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By:
|
/s/ Michel
Hoekstra
|
|
|
|
|
Name:
Michel Hoekstra
|
|
|
|
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Title:
Corporate Legal Officer & Attorney-in-Fact
|
|
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|
|
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By:
|
/s/ Michel
Hoekstra
|
|
|
|
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Name:
Michel Hoekstra
|
|
|
|
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Title:
Secretary
|
|
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The Joint
Filing Agreement dated July 13, 2009 by and among KPN, KPN B.V. and Merger Sub
and the Power of Attorney executed by A.J. Scheepbouwer, a duly authorized
officer of KPN, authorizing each of Eric Hageman, Michel Hoekstra and Daniel
Braat to sign and file this Amendment, which were filed as Exhibits A and B to
Amendment No. 2 to Schedule 13D filed by KPN, KPN B.V.and Merger Sub with the
SEC on July 13, 2009, are hereby incorporated by reference.
SCHEDULE
A
EXECUTIVE
OFFICERS AND DIRECTORS
The name,
position, business address and present principal occupation or employment (and
the name, principal business and address of any corporation or other
organization (other than Koninklijke KPN N.V., the principal business and
address of which are described in Item 2 of the Schedule 13D to which this
Schedule A is attached) in which such employment is conducted) of each of the
executive officers and directors of Koninklijke KPN N.V., KPN B.V. and Celtic
ICS Inc. are set forth below. Each person identified is a Dutch
citizen, with the exception of M. Bischoff, who is a citizen of Germany, D.I.
Jager, who is a citizen of the United States, and S.P. Miller, who is a citizen
of South Africa.
Koninklijke
KPN N.V.
|
Name
|
Position
|
Present
Principal
Occupation
|
Business
Address
|
|
A.H.J.
Risseeuw
|
Chairman
of Supervisory Board
|
Retired
from Getronics
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
M.
Bischoff
|
Member
of Supervisory Board
|
Retired
from DaimlerChrysler
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
C.M.
Colijn-Hooijmans
|
Member
of Supervisory Board
|
Member
of Management Board of TNO, a research organization
|
Schoemakerstraat
97
2600
JA Delft
The
Netherlands
|
|
D.I.
Jager
|
Member
of Supervisory Board
|
Retired
from Procter & Gamble Company
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
Ir
M.E. van Lier Lels
|
Member
of Supervisory Board
|
Former
Chief Operating Officer of Schiphol Group
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
J.B.M.
Streppel
|
Member
of Supervisory Board
|
Member
of Management Board and Chief Financial Officer of Aegon N.V., a life
insurance, pension and investment company
|
Aegon
N.V.
P.O.
Box 202
2501
CE The Hague
The
Netherlands
|
|
R.J.
Routs
|
Member
of Supervisory Board
|
Retired
from Royal Dutch Shell Plc
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
D.J.
Haank
|
Member
of Supervisory Board
|
Chief
Executive Officer of Springer Science +Business Media, a scientific and
medical journal publisher
|
Heidelbergerplatz
3
14197
Berlin
Germany
|
|
Name
|
Position
|
Present
Principal
Occupation
|
Business
Address
|
|
A.J.
Scheepbouwer
|
Chief
Executive Officer and Chairman of Management Board
|
Chief
Executive Officer and Chairman of Management Board of KPN
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
E.
Blok
|
Member
of Management Board and Managing Director Business Segment, Getronics
Segment and Wholesale & Operations Segment
|
Member
of Management Board and Managing Director Business Segment, Getronics
Segment and Wholesale & Operations Segment of KPN
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
S.P.
Miller
|
Member
of Management Board and Managing Director Mobile
International
|
Member
of Management Board and Managing Director Mobile International of
KPN
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
J.B.P.
Coopmans
|
Member
of Management Board and Managing Director Consumer Segment
|
Member
of Management Board and Managing Director Consumer Segment of
KPN
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
KPN
B.V.
|
Name
|
Position
|
Present
Principal
Occupation
|
Business
Address
|
|
Koninklijke
KPN N.V.*
|
Director
|
N.A.
|
N.A.
|
* The
sole director of KPN B.V. is Koninklijke KPN N.V. The executive
officers and directors of Koninklijke KPN N.V. are set forth above.
Celtic
ICS Inc.
|
Name
|
Position
|
Present
Principal
Occupation
|
Business
Address
|
|
Eric
Hageman
|
Director,
President
|
Executive
Vice President Finance of KPN
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
Michel
Hoekstra
|
Secretary
|
Legal
Officer of KPN
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
|
Marielle
Vogt
|
Treasurer
|
Co-Treasurer
of KPN
|
Maanplein
55
2516
CK, The Hague
The
Netherlands
|
9
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