Scopus Video Networks Ltd.
(Name of Issuer)
|
Ordinary Shares, Par Value NIS 1.40 Per Share
(Title of class of securities) |
M8260H 10 6
(CUSIP number) |
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)
September 5, 2007
(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.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on the reminder 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
| 1 |
NAME OF REPORTING PERSON:
Optibase Ltd. I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x | ||
| 3 | SEC Use Only
| ||
| 4 |
SOURCE OF FUNDS: WC | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: 3,725,223 | |
| 8 |
SHARED VOTING POWER: 0 | ||
| 9 |
SOLE DISPOSITIVE POWER: 3,725,223 | ||
| 10 |
SHARED DISPOSITIVE POWER: 0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,725,223 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.31% | ||
| 14 |
TYPE OF REPORTING PERSON: CO | ||
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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 and by the Tender Offer Statement on Schedule TO (“Schedule TO”) filed by the Reporting Person with the Commission on July 6, 2007, as amended (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. 2 in connection, among other things, with changes in the Reporting Person’s ownership of the Ordinary Shares as a result of the purchase of 690,000 Ordinary Shares by the Reporting Person pursuant to its Offer to Purchase set forth in the Schedule TO (the “Tender Offer”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of Schedule 13D is hereby amended by adding the following paragraph:
The aggregate amount of funds used by Optibase in acquiring the 690,000 Ordinary Shares pursuant to the Tender Offer was $3,967,500 ($5.75 per share). The source of the funds used to purchase such shares is the working capital of Optibase.
| Item 4. | Purpose of Transaction. |
Item 4 of Schedule 13D is hereby amended by adding the following paragraph:
On September 5, 2007, the Reporting Person issued a letter to the Issuer pursuant to Section 66(b) of the Israeli Companies Law of 1999. A copy of the letter is filed as Exhibit 99.2 to this Amendment No. 2.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated as follows:
(a) Optibase is the direct beneficial owner of 3,725,223 Ordinary Shares or approximately 27.31% of the outstanding Ordinary Shares of the Issuer (based on information provided by the Issuer, there were 13,642,253 Ordinary Shares outstanding as of August 27, 2007). Other than as described above, to the best knowledge of the Reporting Person, none of the persons set forth on Annex A beneficially owns any securities of the Issuer.
(b) Optibase has sole voting and dispositive power with respect 3,725,223 Ordinary Shares beneficially owned by it.
(c) Other than the purchase of 690,000 Ordinary Shares pursuant to the Tender Offer, the Reporting Person hasn’t affected any transaction in the Ordinary Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is amended and restated as follows:
| Exhibit Number | Description |
| 99.1 | Letter dated May 31, 2007 from the Reporting Person to the Issuer* |
| 99.2 | Letter dated September 5, 2007 from the Reporting Person to the Issuer |
* Previously filed with Amendment No. 1.
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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.
| OPTIBASE LTD. By: /s/ Amir Philips —————————————— Amir Philips Chief Financial Officer September 6, 2007 |
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ANNEX A
Controlling Persons, Executive Officers and Directors of Optibase Ltd.
Set forth below is the name, the present principal occupation or employment and citizenship of the controlling person and each director and executive officer of Optibase Ltd. (“Optibase”). Unless otherwise indicated, each person identified below is employed by Optibase. The principal address of Optibase, and unless otherwise indicated below, the current business address for each individual listed below, is 2 Gav Yam Center, 7 Shenkar Street, Herzliya 46120, Israel.
| Name and Position with Optibase | Present Principal Occupation or Employment |
Citizenship |
|---|---|---|
| Tom Wyler President, Chief Executive Officer and Executive Chairman of the Board of Directors Controlling person |
President, Chief Executive Officer and Executive Chairman of the Board of Directors of Optibase |
Switzerland |
| Amir Philips Chief Financial Officer |
Chief Financial Officer of Optibase | Israel |
| David Sackstein Vice President Research and Development |
Vice President Research and Development of Optibase |
Israel |
| Adam Schadle President of Optibase Inc. and Vice President of Sales North and South America |
President of Optibase Inc. and Vice President of Sales North and South America of Optibase |
USA |
| Yaron Comarov Vice President of Operations |
Vice President of Operations of Optibase | Israel |
| Orna Gil-Bar Vice President of Human Resources |
Vice President of Human Resources of Optibase | Israel |
| Meir Sudry Vice President of Professional Services and Projects |
Vice President of Professional Services and Projects of Optibase |
Israel |
| Udi Shani Executive Vice President of International Sales |
Executive Vice President of International Sales of Optibase |
Israel |
| Yossi Aloni Vice President of Marketing |
Vice President of Marketing of Optibase | Israel |
| Dana Tamir Director |
Chief Operations Officer of Comverse MMS, 29 Habarzel St., Tel Aviv 69710, Israel | Israel |
| Chaim Labenski Director |
Private investor | Israel |
| Alex Hilman Director |
Partner in Hilman & Co., 126 Igal Alon St., Tel Aviv 67443, Israel | Israel |
| Gil Weiser Director |
Director of Fundtech Ltd., ClickSoftware Technologies Ltd. and Chief Executive Officer of Orsus Solutions Israel Ltd., 3 Haplada St., Or Yehuda 60218, Israel |
Israel |
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