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)
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
| 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: 5,105,223 | |
| 8 |
SHARED VOTING POWER: 0 | ||
| 9 |
SOLE DISPOSITIVE POWER: 5,105,223 | ||
| 10 |
SHARED DISPOSITIVE POWER: 0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,105,223 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 36.61% | ||
| 14 |
TYPE OF REPORTING PERSON: CO | ||
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. | Purpose of Transaction. |
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 Person’s digital video and streaming business. A copy of the term sheet is filed as Exhibit 99.8 to this Amendment No. 7.
| 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. ** |
| 99.3 | Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto. *** |
| 99.4 | Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto. *** |
| 99.5 | Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto. *** |
| 99.6 | Letter dated April 18, 2008 from the Reporting Person to the Issuer.† |
| 99.7 | Letter dated May 19, 2008 from the Reporting Person to the shareholders of the Issuer. †† |
| 99.8 | 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). |
* 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.
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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 August 4, 2008 |
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