- Post-Effective Amendment to Registration Statement (POS AM)
March 12 2009 - 9:27AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 12, 2009
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Registration No. 333-146745
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective
Amendment No. 1 To
Form F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SCOPUS VIDEO NETWORKS
LTD.
(Exact name of Registrant as specified in its charter)
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Israel
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N/A
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(State or other jurisdiction of incorporation
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I.R.S. Employer Identification Number)
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or organization)
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10 Ha'amal St., Park Afek
Rosh Ha'ayin 48092, Israel
+ 972 (3) 900-7777
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(Address and telephone number of Registrant's principal executive offices)
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Scopus Video Networks Inc.
3 Independence Way
1st floor Princeton NJ, 08540
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(Name, address and telephone number of agent for service)
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Copies to:
Itay Frishman, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
One Azrieli Center
Tel Aviv 67021, Israel
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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DE-REGISTRATION OF
UNSOLD SHARES AND WITHDRAWAL OF REGISTRATION STATEMENT
This
Post-Effective Amendment No. 1 to Scopus Video Networks Ltd. (the
Registrant
) Registration Statement on Form F-3 (333-146745), filed
October 16, 2007 (the
Registration Statement
), is filed to withdraw
from registration all securities of the Registrant covered by the Registration Statement
identified on the cover page of this Amendment which remain unsold as of the date
hereof.
On
December 22, 2008, the Registrant entered into an Agreement and Plan of Merger by and
among the Registrant, Harmonic Inc., (
Harmonic
) and Sunrise Acquisition
Ltd., wholly-owned subsidiary of Harmonic (
Subsidiary
), pursuant to
which the entire equity interest of the Registrant will be acquired by Harmonic through
the merger of the Subsidiary with and into the Registrant (the
Merger
). As a result of the Merger, every
ordinary share of the Registrant outstanding prior to the Merger will be converted into
the right to receive an amount of cash equal to $5.62. Accordingly, there will no longer
be any outstanding equity securities of the Registrant other than those which will be
owned by Harmonic.
The
Registrant intends to file a Form 15 on the date hereof to terminate its duty to file
reports under Section 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934, as
amended.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form F-3 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosh Haayin, Israel on the 12 day of
March, 2009.
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SCOPUS VIDEO NETWORKS LTD.
By: /s/
Yaron Simler
Yaron Simler
Chief Executive Officer
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SIGNATURE OF
AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly
authorized representative in the United States of Scopus Video Networks Ltd. has signed
this Registration Statement on this 12 day of March, 2009.
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SCOPUS VIDEO NETWORKS INC.
By: /s/
Yaron Simler
Yaron Simler
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Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by
the following persons in the capacities indicated as of the 12 day of March, 2009.
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Signature
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Title
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/s/
Yaron Simler
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Chief Executive Officer and Director
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(principal executive officer)
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Yaron Simler
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/s/
Moshe Eisenberg
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Chief Financial Officer (principal financial officer)
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Moshe Eisenberg
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/s/
David Mahlab
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Chairman of the Board of Directors
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David Mahlab
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/s/
Orit Leitman
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Director
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Orit Leitman
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/s/
Jackie Goren
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Director
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Jackie Goren
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/s/
Tali Yaron Eldar
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Director
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Tali Yaron Eldar
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/s/
Moshe Ran
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Director
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Moshe Ran
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/s/
Alex Hilman
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Director
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Alex Hilman
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