Scopus Video Networks Ltd. - Amended Statement of Beneficial Ownership (SC 13D/A)
August 04 2008 - 12:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Scopus Video Networks Ltd.
(Name of Issuer)
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|
Ordinary Shares, Par Value NIS 1.40 Per Share
(Title of class of securities)
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M8260H 10 6
(CUSIP number)
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Amir Philips
Optibase Ltd.
2 Gav Yam Center
7 Shenkar Street
Herzliya 46120, Israel
+972 (9) 970-9288
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 4, 2008
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13(d)-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
o
.
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 and 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 (for further information, see the Notes).
(Continued on following pages)
(Page 1 of 4 Pages)
CUSIP No. M8260H 10 6
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1
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NAME OF REPORTING PERSON:
Optibase Ltd.
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
o
(b)
x
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3
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SEC Use Only
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4
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SOURCE OF FUNDS:
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER:
5,105,223
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8
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SHARED VOTING POWER:
0
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9
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SOLE DISPOSITIVE POWER:
5,105,223
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10
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SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
5,105,223
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
36.61%
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14
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TYPE OF REPORTING PERSON:
CO
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2
The statement on Schedule 13D filed
on January 18, 2007, relating to ordinary shares, par value NIS 1.40 per share (the
Ordinary Shares
) of Scopus Video Networks Ltd., a company organized
under the laws of the State of Israel (the
Issuer
), as amended by
Amendment No. 1 filed by the Reporting Person with the Securities and Exchange Commission
(the
Commission
) on May 31, 2007, Amendment No. 2 filed by the
Reporting Person with the Commission on September 6, 2007, Amendment No. 3 filed by the
Reporting Person with the Commission on January 2, 2008, Amendment No. 4 filed by the
Reporting Person with the Commission on January 29, 2008, Amendment No. 5 filed by the
Reporting Person with the Commission on April 18, 2008 and Amendment No. 6 filed by the
Reporting Person with the Commission on May 19, 2008 (the statement on Schedule 13D, as
amended, is referred to herein as
Schedule 13D
), is hereby further
amended as set forth below by this Amendment No. 7.
Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings
assigned to such terms in Schedule 13D.
Item 4.
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Purpose of Transaction.
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Item 4 of Schedule 13D is hereby
amended by adding the following sentence:
On August 4, 2008, the Reporting
Person, its subsidiary and the Issuer executed a non-binding term sheet for the sale by
the Reporting Person to the Issuer of the Reporting Persons digital video and
streaming business. A copy of the term sheet is filed as Exhibit 99.8 to this Amendment
No. 7.
Item 7.
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Material to be Filed as Exhibits.
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Item 7 of the Schedule 13D is amended
and restated as follows:
Exhibit Number
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Description
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99.1
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Letter
dated May 31, 2007 from the Reporting Person to the Issuer.*
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99.2
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Letter
dated September 5, 2007 from the Reporting Person to the Issuer. **
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99.3
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Agreement,
dated December 31, 2007, by and between the Reporting Person and the funds
identified in Schedule 1 thereto. ***
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99.4
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Agreement,
dated December 31, 2007, by and between the Reporting Person and the funds
identified in Schedule 1 thereto. ***
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99.5
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Agreement,
dated December 31, 2007, by and between the Reporting Person and the funds
identified in Schedule 1 thereto. ***
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99.6
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Letter
dated April 18, 2008 from the Reporting Person to the Issuer.
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99.7
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Letter dated May 19, 2008 from the
Reporting Person to the shareholders of the Issuer.
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99.8
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Term Sheet between the Reporting
Person, Optibase Inc. and the Issuer dated August 4, 2008 (incorporated by reference to
Exhibit 99.2 to the Report on Form 6-K furnished by the Reporting Person to the Commission
on August 4, 2008).
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* Previously filed with
Amendment No. 1.
** Previously filed with
Amendment No. 2.
*** Previously filed with
Amendment No. 3.
Previously filed with Amendment No. 5.
Previously filed with Amendment No. 6.
3
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.
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OPTIBASE LTD.
By: /s/
Amir Philips
Amir Philips
Chief Financial Officer
August 4, 2008
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4
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