UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Paradyne Networks, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
69911G107
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(CUSIP Number)
September 1, 2005
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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).
CUSIP 69911G107 SCHEDULE 13G Page 2 of 5 Pages
1 Name of Reporting Person BRICOLEUR CAPITAL MANAGEMENT LLC
IRS Identification No. of Above Person 13-40036
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Delaware, United States
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each Reporting Person 0
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 0.0%
12 Type of Reporting Person IA
CUSIP 69911G107 SCHEDULE 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Paradyne Networks, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
8545 126th Avenue North
Largo, FL 33773
Item 2(a). Name of Person Filing:
Bricoleur Capital Management LLC ("Bricoleur")
Item 2(b). Address of Principal Business Office or, if none, Residence:
12230 El Camino Real, Suite 100
San Diego, CA 92130
Item 2(c). Citizenship:
Delaware, United States
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
69911G107
Item 3. Type of Reporting Person:
If this statement is filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under section 15
of the Exchange Act.
(b) [ ] Bank as defined in section 3(a)(6) of the
Exchange Act.
(c)[ ] Insurance company as defined in section
3(a)(19) of the Exchange Act.
(d)[ ] Investment company registered under section 8
of the Investment Company Act.
(e)[x] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
CUSIP 69911G107 SCHEDULE 13G Page 4 of 5 Pages
(g)[ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i)[ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act.
(j)[ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page two (2)
of this Schedule 13G, which Items are incorporated by reference herein.
The beneficial ownership of the securities decreased pursuant to the
acquisition of the Issuer by Zhone Technologies, Inc. ("Zhone") on
September 1, 2005. Each share of the Issuer's common stock was
converted into 1.0972 shares of Zhone common stock. As of September 1,
2005 and to date, the reporting person's beneficial ownership of
Zhone's common stock was and has been less than 5%.
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 [X].
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 or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
CUSIP 69911G107 SCHEDULE 13G Page 5 of 5 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
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.
BRICOLEUR CAPITAL MANAGEMENT LLC
By: /s/ Robert M. Poole
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Robert M. Poole,
Management Committee
Member
DATED: November 10, 2005