- Report of Foreign Issuer (6-K)
December 24 2008 - 11:21AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of December 2008
Scopus Video Networks Ltd.
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(Translation of registrant's name into English)
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10 Ha'amal St., Park Afek, Rosh Ha'ayin 48092
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(Address of principal executive offices)
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Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
o
Indicate by check mark whether the registrant
by furnishing the information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes
o
No
x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): 82-
N/A
This Form 6-K is hereby incorporated
by reference into the Registrants Registration Statement on Form S-8 (File No.
333-133995) and into the Registrants Registration Statement on Form F-3 (File No.
333-146745).
On December 22, 2008, Scopus Video
Networks Ltd. (Scopus) and Harmonic Inc. (Harmonic) issued a joint
press release announcing that they and Sunrise Acquisition Ltd., a wholly-owned subsidiary
of Harmonic (Merger Sub), had entered into an Agreement and Plan of Merger
(the Merger Agreement), pursuant to which Merger Sub would merge (the
Merger) with and into Scopus, with Scopus surviving as a wholly-owned
subsidiary of Harmonic. Subject to the terms and conditions of the Merger Agreement, which
has been approved by the boards of directors of both companies, each Scopus shareholder
will receive $5.62 per share in cash for each Scopus ordinary share for a total
consideration of $84 million on a fully-diluted basis.
A copy of the joint press release
announcing the entering into the Merger Agreement is attached hereto as Exhibit 99.1 and a
copy of the Merger Agreement is attached hereto as Exhibit 99.2, and are incorporated by
reference herein.
NOTE: The Merger Agreement has been
included to provide investors and security holders with information regarding its terms.
It is not intended to provide any other factual information about Scopus. The
representations, warranties and covenants contained in the Merger Agreement were made only
for purposes of such agreement and as of the specific dates therein, were solely for the
benefit of the parties to such agreement, and may be subject to limitations agreed upon by
the contracting parties, including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the Merger Agreement. The
representations and warranties may have been made for the purposes of allocating
contractual risk between the parties to the agreement instead of establishing those
matters as facts, and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors. Investors are not
third party beneficiaries under the Merger Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations
of the actual state of facts or condition of Scopus, Harmonic or Merger Sub or any of
their respective subsidiaries or affiliates. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in Scopuss
public disclosures.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SCOPUS VIDEO NETWORKS LTD.
(Registrant)
By: /s/ Moshe Eisenberg
Moshe Eisenberg
Chief Financial Officer
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Date: December 24, 2008
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