- Amended Statement of Beneficial Ownership (SC 13D/A)
December 23 2008 - 1:55PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
December 23, 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 (however, see the Notes).
(Continued on following pages)
(Page 1 of 5 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
|
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):
36.34%*
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14
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TYPE OF REPORTING PERSON:
CO
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* Based on information furnished to us by Scopus Video Networks Ltd., there were 14,050,325
ordinary shares issued and outstanding as of December 18, 2008.
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,
Amendment No. 6 filed by the Reporting Person with the Commission on May 19, 2008,
Amendment No. 7 filed by the Reporting Person with the Commission on August 4, 2008 and
Amendment No. 8 filed by the Reporting Person with the Commission on November 7, 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. 9.
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 paragraphs:
On
December 23, 2008, the Issuer reported the entry into an Agreement and Plan of Merger (the
Merger Agreement
) by and among Harmonic Inc.
(
Harmonic
), Sunrise Acquisition Ltd., a wholly owned subsidiary of
Harmonic (the
Merger Sub
) and the Issuer, pursuant to which the parties
thereto intend to effect the merger (the
Merger
) of Merger Sub with and
into the Issuer following which the Issuer will become a wholly owned subsidiary of
Harmonic.
In
connection with the Merger Agreement, the Reporting Person and Harmonic entered into a
voting agreement pursuant to which the Reporting Person has undertaken to vote in favor of
the Merger and the transactions contemplated by the Merger Agreement. The Reporting Person
has agreed also to grant to Harmonic a proxy and appointed certain Harmonic officers as
its proxy to vote in favor of the Merger. The Voting Agreement contains also certain other
customary provisions such as transfer restrictions. The Voting Agreement is attached to
this Amendment No. 9 as
Exhibit 99.13
.
On
December 22, 2008, the Reporting Person and the Issuer have agreed to waive any claim
against each other (and against Harmonic, in the case of claims by the Reporting Person)
arising from or in connection with the term sheet, previously signed by the Reporting
Person and the Issuer, the negotiations between the parties and the termination of such
negotiations. The Issuer undertook in addition to reimburse the Reporting Person for
certain of its expenses associated with such negotiations in the aggregate amount of
$300,000.
Item 6.
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Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
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Item
6 of Schedule 13D is amended and restated as follows:
Except
as otherwise described in this Schedule 13D, there are no present contracts,
arrangements, understandings or relationships (legal or otherwise) between the
Reporting Person, or, to the best knowledge of the Reporting Person, any of the persons
set forth on
Annex A
, and any other person with respect to the securities of the Issuer,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangement, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of
proxies.
3
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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99.9
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Letter dated November 4, 2008 from
the Reporting Person to the Issuer.
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99.10
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Letter dated November 6, 2008 from
the Reporting Person to the Issuer.
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99.11
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Letter dated November 6, 2008 from
the Issuer to the Reporting Person.
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99.12
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Press release by the Reporting Person
dated November 6, 2008.
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99.13
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Voting Agreement dated December 22,
2008 by and between Harmonic Inc. and the Reporting Person.
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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.
Previously filed with Amendment No. 8.
4
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
December 23, 2008
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5
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