UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. __)
UNITY WIRELESS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001*
(Title of Class of Securities)
913347 10 0
(CUSIP Number)
CLAL INDUSTRIES AND INVESTMENTS LTD.
THE TRIANGULAR TOWER
45TH FLOOR
3 AZRIELI CENTER
TEL AVIV 67023
ATTN: CORPORATE SECRETARY
TELEPHONE: 972-3-6075794
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
NOVEMBER 24, 2006
(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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: [_]
* 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 remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "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).
* AS SOME OF THE SECURITIES BENEFICIALLY OWNED BY THE REPORTING PERSONS ARE
SERIES B CONVERTIBLE NON-REDEEMABLE PREFERRED SHARES, PAR VALUE $0.001 PER
SHARE, OF THE ISSUER (THE "SERIES B SHARES"), EACH OF WHICH IS CURRENTLY
CONVERTIBLE INTO 1,000 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF
THE ISSUER (THE "SHARES"), THE FIGURES IN THIS STATEMENT ARE SHOWN ON AN AS
CONVERTED BASIS.
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Israel Infinity Venture Capital (Corporate General Partner) Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Island
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 1,249,672 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
990,859 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,249,672 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 384,514 Shares.
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
2
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infinity I Annex Fund (General Partner) Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 7,973,023 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
7,709,120 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,973,023 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 2,453,238 Shares.
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
3
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FBR Infinity II Venture Partners Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 11,849,249 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
11,849,249 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,849,249 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 3,645,923 Shares.
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
4
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clal Venture Capital Fund Management Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 50,944 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
50,944 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,944 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 50,944 Shares, but excludes notes
convertible into 594,347 Shares (which are not convertible within 60 days
as of the date hereof).
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
5
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clal Industries and Investments Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 28,624,642 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
27,292,110 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,624,642 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.2%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 8,909,957 Shares, but excludes notes
convertible into 1,725,152 Shares (which are not convertible within 60 days
as of the date hereof).
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
6
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clalit Finance and Investments Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 82,406 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
25,356 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,406 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 25,356 Shares.
** Based on 123,512,961Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
7
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RDC Rafael Development Corporation Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 62,330 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
62,330 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,330 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 62,330 Shares, but excludes notes
convertible into 727,167 Shares (which are not convertible within 60 days
as of the date hereof).
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
8
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elron Electronic Industries Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 84,756 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
84,756 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,756 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 84,756 Shares, but excludes notes
convertible into 988,810 Shares (which are not convertible within 60 days
as of the date hereof).
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
9
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ECI Telecom Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 27,907 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
27,907 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,907 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 27,907 Shares, but excludes notes
convertible into 325,578 Shares (which are not convertible within 60 days
as of the date hereof).
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
10
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Discount Investment Corporation Ltd. ("DIC")
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 157,516 *
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
157,516 *
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,516 *
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 157,516 Shares, but excludes notes
convertible into 1,837,677 Shares (which are not convertible within 60 days
as of the date hereof).
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
11
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDB Development Corporation Ltd. ("IDB Development")
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 28,946,531*
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
27,613,999*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,946,531*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 9,098,729 Shares, but excludes notes
convertible into 3,237,251 Shares (which are not convertible within 60 days
as of the date hereof). The 28,946,531 Shares include, among others, 54,938
Shares (the "CIEH Shares") beneficially owned by a wholly owned subsidiary
of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB
Development, for its own account.
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
12
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDB Holding Corporation Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 28,946,531*
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
27,613,999*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,946,531*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes warrants exercisable into 9,088,164 Shares, but excludes notes
convertible into 3,237,251 Shares (which are not convertible within 60 days
as of the date hereof). The 28,946,531 Shares include, among others, the
CIEH Shares.
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
13
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nochi Dankner
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 28,946,531*
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
27,613,999*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,946,531*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Includes warrants exercisable into 9,088,164 Shares, but excludes notes
convertible into 3,237,251 Shares (which are not convertible within 60 days
as of the date hereof). The 28,946,531 Shares include, among others, the
CIEH Shares.
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
14
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shelly Bergman
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 28,946,531*
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
27,613,999*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,946,531*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Includes warrants exercisable into 9,088,164 Shares, but excludes notes
convertible into 3,237,251 Shares (which are not convertible within 60 days
as of the date hereof). The 28,946,531 Shares include, among others, the
CIEH Shares.
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
15
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ruth Manor
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 28,946,531*
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
27,613,999*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,946,531*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Includes warrants exercisable into 9,088,164 Shares, but excludes notes
convertible into 3,237,251 Shares (which are not convertible within 60 days
as of the date hereof). The 28,946,531 Shares include, among others, the
CIEH Shares.
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
16
SCHEDULE 13D
CUSIP NO. 913347 10 0
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Avraham Livnat
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 28,946,531*
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
27,613,999*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,946,531*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%**
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Includes warrants exercisable into 9,088,164 Shares, but excludes notes
convertible into 3,237,251 Shares (which are not convertible within 60 days
as of the date hereof). The 28,946,531 Shares include, among others, the
CIEH Shares.
** Based on 123,512,961 Shares outstanding (on an as converted basis) as of
October 31, 2006. See Item 5.
17
This Schedule 13D is being filed with the Securities and Exchange
Commission ("SEC") on behalf of the Reporting Persons (as defined below). The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
shares of Common Stock, par value $0.001 per share (the "Shares"), of Unity
Wireless Corporation (the "Issuer"), a Delaware corporation. The principal
executive offices of the Issuer are located at 7438 Fraser Park Drive, Burnaby,
BC Canada V5J 5B9 14.
As some of the securities beneficially owned by the Reporting Persons are
Series B Convertible Non-redeemable Preferred Shares, par value $0.001 per
share, of the Issuer (the "Series B Shares"), each of which is currently
convertible into 1,000 Shares, the information in this statement is provided on
an as converted basis, unless otherwise indicated.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f) The following are the names of the reporting persons (the
"Reporting Persons"), the place of organization, principal business, and address
of the principal business or office of each Reporting Person that is a
corporation, and the residence or business address and present principal
occupation of each Reporting Person who is a natural person:
(1) Israel Infinity Venture Capital (Corporate General Partner) Ltd. is a
Cayman Island company ("Infinity I GP"), with its principal office at the
Triangular Tower, 42nd Floor, 3 Azrieli Center, Tel Aviv 67023, Israel. The
principal business of Infinity I GP is acting as the sole general partner of
Israel Infinity Venture Capital Partners LP, a Cayman Island exempt limited
partnership ("Infinity I LP"). Infinity I LP is acting as the sole general
partner of Israel Infinity Venture Capital Fund (Israel) LP, Israel Infinity
Venture Capital Fund (Delaware) LP, Israel Infinity Venture Capital Fund (Cayman
I) LP, and Israel Infinity Venture Capital Fund (Cayman II) LP (together, the
"Infinity I Funds") which are venture capital funds that invest primarily in
securities of Israeli and Israel-related technology companies, including the
Shares. By reason of Infinity I GP being the general partner of Infinity I LP,
it is deemed to be beneficial owner of, and to share the power to vote and
dispose of, the Shares owned directly by the Infinity I Funds.
(2) Infinity I Annex Fund (General Partner) Ltd. is an Israeli company
("Infinity Annex GP"), with its principal office at the Triangular Tower, 42nd
Floor, 3 Azrieli Center, Tel Aviv 67023, Israel. The principal business of
Infinity Annex GP is acting as the sole general partner of Infinity I Annex Fund
LP (the "Infinity Annex Fund"), a venture capital fund that invests primarily in
securities of Israeli and Israel-related technology companies, including the
Shares. By reason of Infinity Annex GP being the general partner of the Infinity
Annex Fund, it is the beneficial owner of the Shares owned directly by the
Infinity Annex Fund.
(3) FBR Infinity II Venture Partners Ltd. is a Bermuda company ("Infinity
II GP"), with its principal office at the Triangular Tower, 42nd Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. The principal business of Infinity II GP
is acting as the sole general partner of FBR Infinity II Partners LP, a Bermuda
exempt limited partnership ("Infinity II LP"). Infinity II LP is acting as the
sole general partner of FBR Infinity II Ventures (Israel) LP, FBR Infinity II
Ventures LP and FBR Infinity II Ventures (Erisa) LP (together, the "Infinity II
Funds" and collectively with the Infinity I Funds and the Infinity Annex Fund,
the "Infinity Funds"), which are venture capital funds that invest primarily in
securities of Israeli and Israel-related technology companies, including the
Shares. By reason of Infinity II GP being the general partner of Infinity II LP,
it is deemed to be beneficial owner of, and to share the power to vote and
dispose of, the Shares owned directly by the Infinity II Funds.
18
(4) Clal Venture Capital Fund Management Ltd. is an Israeli company
("CVCM"), with its principal office at the Triangular Tower, 45th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. The principal business of CVCM is acting
as the sole general partner of Clal Venture Capital Fund L.P. ("CVC"), an
Israeli limited partnership which invests in securities of various companies,
including the Shares. Consequently, CVCM is the beneficial owner of the Shares
owned directly by CVC.
(5) Clal Industries and Investments Ltd. is an Israeli public company
("Clal Industries"), with its principal office at the Triangular Tower, 45th
floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Clal Industries is a holding
company whose principal holdings are in the industrial and technology sectors.
The outstanding shares of Clal Industries are listed for trading on the Tel Aviv
Stock Exchange. Clal Industries owns the Shares directly and through its wholly
owned subsidiary, Clal Electronics Industries Ltd. ("Clal Electronics"), an
Israeli private company.
Clal Industries owns (directly and through Clal Electronics) 66.6% of
CVCM, with the balance owned by Clalit Finance (as defined below). By
reason of Clal Industries' control of CVCM, it may be deemed beneficial
owner of, and to share the power to vote and dispose of, the Shares owned
beneficially by CVCM.
Clal Industries and Koor (as defined below) beneficially own
approximately 13.2% and 28.7% of the outstanding ordinary shares of ECI (as
defined below), respectively, and have entered into an agreement regarding,
among other things, the voting of their ECI shares. By reason of Clal
Industries's interest in ECI, Clal Industries may be deemed to be
beneficial owner of, and to share the power to vote and dispose of, the
Shares directly owned by ECI.
In addition, Clal Industries (i) owns a 48.0% interest in, and has the
power to appoint half of the directors of, Infinity I GP, (ii) owns a 30.0%
interest in, and has the power to appoint one of three directors of,
Infinity II GP and (iii) has a representative on each of the investment
committees of the Infinity Funds. Consequently, Clal Industries may also be
deemed to be beneficial owner of, and to share the power to vote and
dispose of, the Shares owned directly by the Infinity Funds, as more fully
described in Item 5.
(6) Clalit Finance and Investments Ltd. is an Israeli company ("Clalit
Finance"), with its principal office at the Triangular Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. Clalit Finance owns the Shares directly.
(7) RDC Rafael Development Corporation Ltd. is an Israeli company ("RDC"),
with its principal office at Building 7b, Industrial Area, Yoqneam 20692,
Israel. RDC is engaged in the establishment and development of technology
companies for the commercial non-military application of technologies developed
by Rafael Armament Development Authority Ltd. RDC owns the Shares directly. DEP
Technology Holdings Ltd., an Israeli company ("DEP") and a wholly owned
subsidiary of Elron (as defined below), holds 50.1% of the voting power of RDC.
(8) Elron Electronic Industries Ltd. is an Israeli public company
("Elron"), with its principal office at the Triangular Tower, 42nd Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. Elron is a high technology operational
holding company, and is engaged through affiliates with a group of high
technology operating companies in the fields of medical devices, information and
communications technology, clean technology and semiconductors. The outstanding
shares of Elron are traded on the NASDAQ Global Market and on the Tel Aviv Stock
Exchange. DIC (as defined below) beneficially owns approximately 48.8% of the
outstanding shares of Elron. By reason of Elron's interest in DEP which in turns
holds 50.1% of the voting power of RDC, Elron may be deemed beneficial owner of,
and to share the power to vote and dispose of, the Shares owned by RDC.
(9) ECI Telecom Ltd. is an Israeli public company ("ECI"), with its
principal office at 30 Hasivim Street, Petah Tikva 49133, Israel. ECI is a
global provider of advanced telecommunications solutions to leading carriers and
service providers. The outstanding shares of ECI are traded on NASDAQ Global
Market. ECI owns the Shares directly.
19
(10) Discount Investment Corporation Ltd. is an Israeli public company
("DIC"), with its principal office at the Triangular Tower, 44th floor, 3
Azrieli Center, Tel Aviv 67023, Israel. DIC organizes, acquires interests in,
finances and participates in the management of companies. The outstanding shares
of DIC are listed for trading on the Tel Aviv Stock Exchange.
DIC owns the Shares directly and by reason of its ownership interest
in Elron, may be deemed beneficial owner of, and to share the power to vote
and dispose of, the Shares beneficially owned by Elron. In addition, DIC
and IDB Development (as defined below) beneficially own approximately 36.2%
and 9.9% of the outstanding ordinary shares of Koor Industries Ltd., an
Israeli public company ("Koor"), respectively. Koor and Clal Industries
beneficially own approximately 28.7% and 13.2% of the outstanding ordinary
shares of ECI, respectively. By reason of DIC's interest in ECI (through
Koor), DIC may be deemed to be beneficial owner of, and to share the power
to vote and dispose of, the Shares directly owned by ECI. See Item 5.
(11) IDB Development Corporation Ltd. is an Israeli public company ("IDB
Development"), with its principal office at the Triangular Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. IDB Development, through its
subsidiaries, organizes, acquires interests in, finances and participates in the
management of companies. The outstanding shares of IDB Development are listed
for trading on the Tel Aviv Stock Exchange.
IDB Development owns the Shares directly and through its wholly owned
subsidiary, Clalit Finance. In addition, IDB Development owns the majority
of the outstanding shares of, and controls, Clal Industries and DIC. By
reason of IDB Development's control of Clal Industries and DIC, IDB
Development may be deemed to be beneficial owner of, and to share the power
to vote and dispose of, the Shares beneficially owned by Clal Industries
and DIC.
(12) IDB Holding Corporation Ltd. is an Israeli public company ("IDB
Holding"), with its principal office at the Triangular Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. IDB Holding is a holding company that,
through IDB Development, organizes, acquires interests in, finances and
participates in the management of companies. The outstanding shares of IDB
Holding are listed for trading on the Tel Aviv Stock Exchange.
IDB Holding owns the majority of the outstanding shares of, and
controls, IDB Development. By reason of IDB Holding's control of IDB
Development, IDB Holding may be deemed beneficial owner of, and to share
the power to vote and dispose of, the Shares owned beneficially by IDB
Development.
The following persons may, by reason of their interest in and relationships
among them with respect to IDB Holding, be deemed to control both IDB Holding
and IDB Development.
(13) Mr. Nochi Dankner, whose address is the Triangular Tower, 44th Floor,
3 Azrieli Center, Tel Aviv 67023, Israel. His present principal occupation is
businessman and director of companies.
(14) Mrs. Shelly Bergman, whose address is 9, Hamishmar Ha'Ezrachi Street,
Afeka, Tel-Aviv, Israel. Her present principal occupation is director of
companies.
(15) Mrs. Ruth Manor, whose address is 26 Hagderot Street, Savion, Israel.
Her present principal occupation is director of companies.
(16) Mr. Avraham Livnat, whose address is 1 Taavura Junction, Ramle,
Israel. His present principal occupation is Managing Director of Taavura
Holdings Ltd., an Israeli private company.
20
Nochi Dankner (together with a private company controlled by him) and his
sister Shelly Bergman control Ganden Holdings Ltd. ("Ganden Holdings"), a
private Israeli company. Ganden Holdings owns, as of November 22, 2006,
approximately 49.4% of the outstanding shares of IDB Holding (of which,
approximately 11.7% of the outstanding shares of IDB Holding are held directly
and approximately 37.7% of the outstanding shares of IDB Holding are held
through Ganden Investments I.D.B. Ltd. ("Ganden"), a private Israeli company,
which is an indirect wholly owned subsidiary of Ganden Holdings). In addition,
Shelly Bergman holds, through a wholly owned company, approximately 7.23% of the
outstanding shares of IDB Holding.
Nochi Dankner and Shelly Bergman entered into a memorandum of understanding
dated May 5, 2003 setting forth, among other things, agreements between them as
to how they will vote their shares of Ganden Holdings at its shareholders'
meetings, who they will appoint as directors of Ganden Holdings, and first
refusal and tag along rights available to each one of them in connection with
sales of shares of Ganden Holdings owned by the other. Nochi Dankner is the
Chairman of the Boards of Directors of IDB Holding and IDB Development.
Ruth Manor controls Manor Holdings B.A. Ltd. ("Manor Holdings"), a private
Israeli company which owns, as of November 22, 2006, approximately 10.37% of the
outstanding shares of IDB Holding (of which, approximately 0.03% are held
directly and approximately 10.34% of the outstanding shares of IDB Holding are
held through Manor Investments - IDB Ltd. ("Manor"), a private Israeli company
which is controlled by Manor Holdings). Manor also holds directly approximately
0.32% of the outstanding shares of IDB Development. Ruth Manor's husband, Isaac
Manor, and their son, Dori Manor, are directors of IDB Holding and IDB
Development.
Avraham Livnat controls Avraham Livnat Ltd., a private Israeli company,
which owns, as of November 22, 2006, approximately 10.38% of the outstanding
shares of IDB Holding (of which, approximately 0.04% are held directly and
approximately 10.34% of the outstanding shares of IDB Holding are held through
Avraham Livnat Investments (2002) Ltd. ("Livnat"), a private Israeli company,
which is a wholly owned subsidiary of Avraham Livnat Ltd.). Zvi Livnat, a son of
Avraham Livnat, is a director of IDB Holding and IDB Development and Shay
Livnat, a son of Avraham Livnat, is a director of IDB Development.
Ganden, Manor and Livnat entered into a Shareholders Agreement dated May
19, 2003 (the "IDB Shareholders Agreement") with respect to their ownership of
shares of IDB Holding constituting in the aggregate approximately 51.7% of the
outstanding shares of IDB Holding (Ganden - 31.02%; Manor - 10.34%; Livant -
10.34%), for the purpose of maintaining and exercising control of IDB Holding as
one single group of shareholders. Any holdings of said entities in IDB Holding
in excess of said 51.7% of the issued share capital and voting rights of IDB
Holding (as well as the direct holdings of Ganden Holdings, Manor Holdings,
Avraham Livnat Ltd. and Shelly Bergman's wholly owned company in IDB Holding)
are not subject to IDB Shareholders Agreement. The IDB Shareholders Agreement
provides, among other things, that Ganden will be the manager of the group as
long as Ganden and its permitted transferees will be the largest shareholders of
IDB Holding among the parties to the IDB Shareholders Agreement; that the
parties to the IDB Shareholders Agreement will vote together at shareholders'
meetings of IDB Holding as shall be determined according to a certain mechanism
set forth therein; and that they will exercise their voting power in IDB Holding
for electing their designees as directors of IDB Holding and its direct and
indirect subsidiaries. The term of the IDB Shareholders Agreement is twenty
years from May 19, 2003.
By reason of the control of IDB Holding by Nochi Dankner, Shelly Bergman,
Ruth Manor and Avraham Livnat, and the relations among them, as set forth above,
Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat may each be deemed
beneficial owner of, and to share the power to vote and dispose of, the Shares
owned beneficially by IDB Holding.
21
The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers (or managing partners, as
applicable) of Infinity I GP, Infinity Annex GP and Infinity II GP are set forth
in SCHEDULE A attached hereto, and incorporated herein by reference.
The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers of CVCM, Clal Industries,
Clalit Finance, RDC, Elron, ECI, DIC, IDB Development and IDB Holding are set
forth in SCHEDULES B THROUGH J attached hereto, respectively, and incorporated
herein by reference.
(d) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of the persons named in Schedules A through J to this Schedule 13D,
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of the persons named in Schedules A through J to this Schedule 13D
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares beneficially owned by the Reporting Persons were received from
the Issuer as a result of the transactions described in Item 4 below, which is
incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
AVANTRY. CVCM, Clal Industries, RDC, Elron, ECI and DIC owned (directly or
indirectly) a portion of the outstanding shares of Avantry Ltd., a private
company incorporated in Israel ("Avantry"), which was engaged in the development
of optical access broadband wireless communications solutions.
Effective February 15, 2006, the Issuer entered into a Merger Agreement,
dated February 7, 2006 (as amended, the "Avantry Agreement"), with Avantry, for
the merger of Avantry into a wholly owned subsidiary of the Issuer. Under the
Avantry Agreement, at the closing, which occurred on June 8, 2006, the Issuer
issued to the shareholders of Avantry (i) convertible promissory notes (the
"Notes") in the aggregate principal amount of $1,750,000 and (ii) warrants,
exercisable until June 8, 2009, to purchase an aggregate of 600,000 Shares at an
exercise price of $0.40 per Share, subject to adjustments (the "Avantry
Warrants").
The Notes, which mature on June 12, 2007, have a conversion price of $0.25
per Share, subject to adjustments. Under the terms of the Notes, the Issuer is
not required to make payments to the holders of Notes for as long as such
payment is prohibited under the terms of an agreement between the Issuer and
Bank HaPoalim, dated June 8, 2006 (the "Bank Agreement"). Pursuant to the Bank
Agreement, the Notes beneficially held by the Reporting Persons are currently
convertible into Shares only with the consent of the bank until the earlier of
(i) the maturity date of the loan borrowed by the Issuer from the bank and (ii)
the date on which the loan is repaid by the Issuer.
The Issuer also guaranteed certain liabilities of Avantry at the closing
and undertook to file a registration statement to cover the resale of the Shares
issuable upon exercise of the Avantry Warrants. Certain shareholders of Avantry
have also executed a letter (the "Avantry Letter") whereby, among other things,
each of such shareholders agreed to vote in favor of the Avantry Agreement and
made certain representations and warranties to the Issuer regarding itself only
and each such shareholder agreed to indemnify the Issuer for any breach by it of
any representations, warranties and covenants appearing in the Avantry Letter,
but the Issuer can look only to the consideration paid by it to such
shareholders to recover on these obligations.
22
THE FOREGOING DESCRIPTION OF THE AVANTRY AGREEMENT, THE AMENDMENT TO THE AVANTRY
AGREEMENT, THE NOTES, THE AVANTRY WARRANTS AND THE AVANTRY LETTER DOES NOT
PURPORT TO BE COMPLETE AND IS SUBJECT TO, AND QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO, THE PROVISIONS OF THESE DOCUMENTS FILED AS EXHIBITS HERETO (SEE
ITEM 7), WHICH ARE INCORPORATED HEREIN BY REFERENCE.
CELLETRA. The Infinity Funds as well as Clal Industries, Clalit Finance,
and IDB Development owned (directly or indirectly) a portion of the outstanding
shares of Celletra Ltd., a private company incorporated in Israel ("Celletra"),
a provider of coverage and capacity enhancement solutions for wireless
communications networks.
Effective July 17, 2006, the Issuer entered into a Purchase Agreement,
dated July 17, 2006 (the "Celletra Agreement") with Celletra and shareholders of
Celletra for the purchase of Celletra by the Issuer such that, as a result of
the purchase, Celletra will become a wholly owned subsidiary of the Issuer.
Under the Celletra Agreement, at the closing, which occurred on August 17, 2006,
the Issuer issued to the shareholders of Celletra (i) 90,000 Series B Shares,
which are currently convertible into 90,000,000 Shares (following the
effectiveness of a certificate of amendment to the Certificate of Incorporation
of the Issuer that occurred on November 24, 2006); and (ii) warrants,
exercisable until August 17, 2009, to purchase an aggregate of 40,000,000 Shares
(the "Celletra Warrants") at exercise prices ranging from $0.20 to $0.30 per
Share (one quarter at an exercise price of $0.20; one quarter at an exercise
price of $0.22; one quarter at an exercise price of $0.27; and one quarter at an
exercise price of $0.30), subject to adjustments.
Under the Certificate of Designation of the Series B Shares, the Series B
Shares have a preference on liquidation of $0.16 per Share on an as converted
basis, and are otherwise substantially equivalent to the Shares.
As part of the transaction, each of the shareholders has executed a letter
(the "Celletra Letter") whereby, among other things, they agreed to (1)
indemnify the Issuer against misrepresentations and breaches of warranty, but
the Issuer can look only to 10% of the merger consideration received by such
shareholder to recover on these obligations and (2) the lock-up of the Series B
Shares (excluding Shares underlying the Celletra Warrants) as provided in
Section 6 of the Celletra Agreement, which generally provides that the holders
of the Series B Shares may not dispose of the shares (including Shares resulting
from conversion of the Series B Shares) at all until twelve months following the
closing and, thereafter, up to one twelfth (1/12) equal portions until all the
balance is released from the lock-up within 24 months following the closing.
Under Section 8 of the Celletra Agreement, the Issuer also granted the
selling shareholders registration rights, whereby, at any time as of the end of
16th month from the closing and until the end of four years from the closing,
the selling shareholders holding at least a majority of the Shares shall have
the right to require the Issuer to file a registration statement with the SEC
for the registration for sale of the Shares, except that such registration
statement is not required to be filed before April 30, 2008.
23
Under Section 8 of the Celletra Agreement, (a) as of the closing, the
holders of the Series B Shares, as a separate class, are entitled to appoint
three persons to the Board of Directors of the Issuer, to be designated by the
Star Entities (as defined in the Celletra Agreement), Valley Venture Capital LP
and/or any of its affiliates, and the Infinity Entities (as defined below) (the
"Designating Sellers"), (b) at the next annual general meeting of the
stockholders of the Issuer following the closing, the holders of the Series B
Shares, as a separate class, are entitled to elect three persons to the Board of
Directors of the Issuer, to be nominated by the Designating Sellers, and (c) as
of the next annual general meeting of the stockholders of the Issuer after the
next annual general meeting of the stockholders of the Issuer following the
closing, the holders of the Series B Shares, as a separate class, are entitled
to elect two persons to the Board of Directors of the Issuer, to be nominated by
the Designating Sellers. The Designating Sellers designated Ran Shahor, Amir
Gal-Or and David Goldschmidt as the persons to be appointed as directors on the
closing. For purposes of the Celletra Agreement, the term "Infinity Entities" is
defined to include the Infinity Funds (as defined in Item 2 of this Statement)
as well as Clal Industries and its wholly owned subsidiary, Clal Electronics
and/or any of their affiliates. Amir Gal-Or is a managing partner in Infinity II
GP and a partner in Infinity Annex GP and Infinity I GP (see Schedule A hereto).
THE FOREGOING DESCRIPTION OF THE CELLETRA AGREEMENT, THE CELLETRA WARRANTS, THE
CERTIFICATE OF DESIGNATION OF THE SERIES B SHARES AND THE CELLETRA LETTER DOES
NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO, AND QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO, THE PROVISIONS OF THESE DOCUMENTS FILED AS EXHIBITS HERETO (SEE
ITEM 7), WHICH ARE INCORPORATED HEREIN BY REFERENCE.
PURPOSES OF THE REPORTING PERSONS. The Shares reported herein as
beneficially owned by the Reporting Persons are held for investment purposes.
The Reporting Persons intend to review on a continuing basis their investment in
the Shares and take such actions with respect to such investment as they deem
appropriate in light of the circumstances existing from time to time. Such
actions could include, among other things, subject to applicable laws,
purchasing additional Shares. In particular, Infinity II GP (through the
Infinity II Funds) plans to acquire additional securities of the Issuer in its
next investment round. The Reporting Persons could also determine to dispose of
the Shares, in whole or in part, at any time, subject to applicable laws
(including the lock-up under the Celletra Agreement). Any such decision would be
based on an assessment by the Reporting Persons of a number of different
factors, including, without limitation, the business, prospects and affairs of
the Issuer, the market for the Shares, the condition of the securities markets,
general economic and industry conditions and other opportunities available to
the Reporting Persons. To the best knowledge of the Reporting Persons, the
persons named in Schedules A through J hereto may purchase or dispose of Shares
on their own account from time to time, subject to applicable laws.
Except as may be provided otherwise herein, none of the Reporting Persons,
nor to the best of their knowledge, any of the persons named in Schedules A
through J hereto, has any present plans or proposals which relate to or would
result in any of the actions described in subsections (a) through (j) of Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) Percentages are based on 123,512,961 Shares outstanding (on an as
converted basis), consisting of 94,566,430 Shares outstanding as of October 31,
2006, as reported in the Issuer's FORM 10-QSBfiled with the SEC on November 15,
2006, and the 28,946,531 Shares (on an as converted basis) beneficially owned by
the Reporting Persons (in the aggregate).
As of November 24, 2006:
(1) Infinity I GP is the beneficial owner of 1,249,672 Shares (including
Celletra Warrants exercisable into 384,514 Shares) owned by the Infinity I
Funds, representing approximately 1.01% of the Shares outstanding (on an as
converted basis). The difference between the number of Shares contemplated in
the shared dispositive power and the shared voting power, as shown in the cover
pages hereto (which figures are incorporated herein by reference), is
attributable to such number of Shares held in escrow in accordance with the
terms of the Celletra Agreement with respect to which the Reporting Person has
voting power but not dispositive power.
24
(2) Infinity Annex GP is the beneficial owner of 7,973,023 Shares
(including Celletra Warrants exercisable into 2,453,238 Shares) owned by the
Infinity Annex Fund, representing approximately 6.45% of the Shares outstanding
(on an as converted basis). The difference between the number of Shares
contemplated in the shared dispositive power and the shared voting power, as
shown in the cover pages hereto (which figures are incorporated herein by
reference), is attributable to such number of Shares held in escrow in
accordance with the terms of the Celletra Agreement with respect to which the
Reporting Person has voting power but not dispositive power.
(3) Infinity II GP is the beneficial owner of 11,849,249 Shares (including
Celletra Warrants exercisable into 3,645,923 Shares) owned by the Infinity II
Funds, representing approximately 9.59% of the Shares outstanding (on an as
converted basis).
By reason of the relationships among Infinity I LP, Infinity I GP, Infinity
Annex GP, Infinity II LP and Infinity II GP (together, the "Infinity Group"),
demonstrated by (1) the overlapping directors and partners of the Infinity Funds
and (2) their agreement in connection with the designation of directors to the
Board of Directors of the Issuer as described in Item 4 above, they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act. Consequently, the Infinity Group may be deemed to be the
beneficial owners, and to share the power to vote and dispose of, 21,071,944
Shares owned in the aggregate by the Infinity Funds (as described in clauses (1)
through (3) above) (the "Infinity Shares"), representing approximately 17.06% of
the Shares outstanding (on an as converted basis). Each of these Reporting
Persons disclaims the existence of such Infinity Group and disclaims beneficial
ownership of all of the Shares, other than those reported hereinabove as being
beneficially owned by such Reporting Person.
(4) CVCM is the beneficial owner, and shares with Clal Industries the power
to vote and dispose of, 50,944 Shares (including Avantry Warrants exercisable
into 50,944 Shares) owned by CVC, representing approximately 0.04% of the Shares
outstanding (on an as converted basis).
(5) Clal Industries is the beneficial owner, and shares with ECI and CVCM
the power to vote and dispose of, 8,357,924 Shares and the power to vote
7,548,107 (including Celletra Warrants exercisable into 2,278,412 Shares and
Avantry Warrants exercisable into 147,870 Shares) owned in the aggregate by Clal
Industries (including its wholly owned subsidiary, Clal Electronics), ECI and
CVC, representing approximately 6.76% of the Shares outstanding (on an as
converted basis). Clal Industries disclaims beneficial ownership of the ECI
Shares.
By reason of the interests of Clal Industries in the Infinity Funds as described
in Item 2 above and the agreement in connection with the designation of
directors to the Board of Directors of the Issuer as described in Item 4 above,
it may be deemed to control the Infinity Group. Consequently, Clal Industries
may be deemed to be the beneficial owner, and to share with CVCM and the
Infinity Group the power to dispose of 28,624,642 Shares and the power to vote
27,292,110 Shares owned in the aggregate by Clal Industries, Clal Electronics,
ECI, CVC and the Infinity Funds, representing approximately 23.18% and 22.10%,
as applicable, of the Shares outstanding (on an as converted basis). The
difference between the number of Shares contemplated in the shared dispositive
power and the shared voting power, as shown in the cover pages hereto is
attributable to such number of Shares held in escrow in accordance with the
terms of the Celletra Agreement with respect to which the Reporting Person has
voting power but not dispositive power. Clal Industries disclaims the existence
of a "group" within the meaning of Section 13(d)(3) of the Exchange Act and
disclaims beneficial ownership of the Infinity Shares.
(6) Clalit Finance is the beneficial owner, and shares with IDB Development
the power to vote 82,406 Shares and the power to dispose of 25,368 Shares
(including Celletra Warrants exercisable into 25,356 Shares) owned by Clalit
Finance, representing approximately 0.07% of the Shares outstanding (on an as
converted basis). The difference between the number of Shares contemplated in
the shared dispositive power and the shared voting power is attributable to such
number of Shares held in escrow in accordance with the terms of the Celletra
Agreement with respect to which the Reporting Person has voting power but not
dispositive power.
25
(7) RDC is the beneficial owner, and shares with Elron and DIC the power to
vote and dispose, of the 62,330 Shares (including Avantry Warrants exercisable
into 62,330 Shares) owned by RDC, representing approximately 0.06% of the Shares
outstanding (on an as converted basis).
(8) Elron is the beneficial owner, and shares with RDC and DIC the power to
vote and dispose, of the 84,756 Shares (including Avantry Warrants exercisable
into 84,756 Shares) owned in the aggregate by Elron and RDC, representing
approximately 0.07% of the Shares outstanding (on an as converted basis).
(9) ECI is the beneficial owner, and may be deemed to share with DIC and
Clal Industries the power to vote and dispose, of the 27,907 Shares (including
Avantry Warrants exercisable into 27,907 Shares) owned by ECI (the "ECI
Shares"), representing approximately 0.02% of the Shares outstanding (on an as
converted basis).
(10) DIC is the beneficial owner, and may be deemed to share with Elron and
ECI the power to vote and dispose of, 157,516 Shares (including Avantry Warrants
exercisable into 157,516 Shares) owned in the aggregate by DIC and beneficially
owned by Elron and ECI, representing approximately 0.13% of the Shares
outstanding (on an as converted basis). DIC disclaims beneficial ownership of
the ECI Shares.
(11) IDB Development is the beneficial owner, and may be deemed to share
with DIC and Clal Industries the power to vote and dispose of, 28,891,593 Shares
owned in the aggregate by IDB Development (including its wholly owned
subsidiary, Clalit Finance) and beneficially owned by DIC and Clal Industries
(including the Infinity Shares), representing approximately 23.39% of the Shares
outstanding (on an as converted basis). IDB Development may also be deemed to
share the power to vote and dispose of the 54,938 Shares (including Celletra
Warrants exercisable into 16,904 Shares) held by Clal Insurance Enterprises
Holdings Ltd. and its wholly owned subsidiary (the "CIEH Shares"), for a total
of 28,946,531 Shares (including Celletra Warrants exercisable into 8,821,250
Shares and Avantry Warrants exercisable into 277,479 Shares) in the aggregate,
representing approximately 23.44% of the Shares outstanding (on an as converted
basis). IDB Development disclaims beneficial ownership of the ECI Shares and the
Infinity Shares. The difference between the number of Shares contemplated in the
shared dispositive power and the shared voting power, as shown in the cover
pages hereto (which figures are incorporated herein by reference), is
attributable to such number of Shares held in escrow in accordance with the
terms of the Celletra Agreement with respect to which the Reporting Person has
voting power but not dispositive power.
(12) IDB Holding and the Reporting Persons who are natural persons may be
deemed to share the power to vote and dispose of the 28,946,531 Shares
beneficially owned by IDB Development, representing approximately 23.44% of the
Shares outstanding (on an as converted basis). IDB Holding and the Reporting
Persons who are natural persons disclaim beneficial ownership of the ECI Shares
and Infinity Shares. The difference between the number of Shares contemplated in
the shared dispositive power and the shared voting power, as shown in the cover
pages hereto (which figures are incorporated herein by reference), is
attributable to such number of Shares held in escrow in accordance with the
terms of the Celletra Agreement with respect to which the Reporting Person has
voting power but not dispositive power.
Information provided to the Reporting Person indicates that the persons
named in Schedules A through J hereto did not beneficially own as of November
24, 2006 any Shares, except as set forth above.
(c) The Reporting Persons have not effected any transactions in the Shares in
the past 60 days, except as set forth above.
26
(d) Except as set forth in this Item 5, no person other than the Reporting
Persons is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None, except as described under Item 4 above, which is incorporated herein
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Schedule A: Name, citizenship, residence or business address and present
principal occupation of the directors and executive officers
(or managing partners, as applicable) of Infinity I GP,
Infinity Annex GP and Infinity II GP
Schedules Name, citizenship, residence or business address and present
B through J: principal occupation of the directors and executive officers
of CVCM, Clal Industries, Clalit Finance, RDC, Elron, ECI,
DIC, IDB Development and IDB Holding
Exhibit 1 Joint Filing Agreement
Exhibit 2 Avantry Agreement (1)
Exhibit 3 The Amendment to the Avantry Agreement (2)
Exhibit 4 Form of Note (3)
Exhibit 5 Form of Avantry Warrant (4)
Exhibit 6 Form of Avantry Letter (5)
Exhibit 7 Celletra Agreement (6)
Exhibit 8 Certificate of Designation of the Series B Shares (7)
Exhibit 5 Form of Celletra Warrant (8)
Exhibit 6 Form of Celletra Letter (9)
(1) Filed as Exhibit 2.1 to the Issuer's report on Form 8-K filed with the
SEC on February 17, 2006, and incorporated herein by reference.
(2) Filed as Exhibit 2.2 to the Issuer's report on Form 8-K filed with the
SEC on June 14, 2006, and incorporated herein by reference.
(3) Filed as Exhibit 4.1 to the Issuer's report on Form 8-K filed with the
SEC on June 14, 2006, and incorporated herein by reference.
(4) Filed as Exhibit 4.2 to the Issuer's report on Form 8-K filed with the
SEC on June 14, 2006, and incorporated herein by reference.
(5) Filed as Exhibit 2.2 to the Issuer's report on Form 8-K filed with the
SEC on February 17, 2006, and incorporated herein by reference.
(6) Filed as Exhibit 2.1 to the Issuer's report on Form 8-K filed with the
SEC on July 21, 2006, and incorporated herein by reference.
(7) Filed as Exhibit 2.1 to the Issuer's report on Form 8-K filed with the
SEC on July 21, 2006, and incorporated herein by reference.
(8) Filed as Exhibit 2.1 to the Issuer's report on Form 8-K filed with the
SEC on July 21, 2006, and incorporated herein by reference.
(9) Filed as Exhibit 2.2 to the Issuer's report on Form 8-K filed with the
SEC on July 21, 2006, and incorporated herein by reference.
27
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 7, 2006
Israel Infinity Venture Capital (Corporate General Partner) Ltd.
Infinity I Annex Fund (General Partner) Ltd.
FBR Infinity II Venture Partners Ltd.
Clal Venture Capital Fund Management Ltd.
Clal Industries and Investments Ltd.
Clalit Finance and Investments Ltd.
RDC Rafael Development Corporation Ltd.
Elron Electronic Industries Ltd.
ECI Telecom Ltd.
Discount Investment Corporation Ltd.
IDB Development Corporation Ltd.
IDB Holding Corporation Ltd.
Mr. Nochi Dankner
Mrs. Shelly Bergman
Mrs. Ruth Manor
Mr. Avraham Livnat
BY: CLAL INDUSTRIES AND INVESTMENTS LTD.
BY: /s/ Boaz Simons, /s/ Guy Rosen
----------------------------------
Boaz Simons and Guy Rosen, authorized signatories of Clal
Industries and Investments Ltd., for itself and on behalf of the
other Reporting Persons pursuant to agreement annexed hereto as
Exhibit 1.
28
Schedule A
Directors and Executive Officers
of
Israel Infinity Venture Capital (Corporate General Partner) Ltd.
(as of November 24, 2006)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
----------------------------------------------- --------------------- ----------------------------------------------------
Marshall Butler Director and Venture Capitalist
900 Third Avenue; 33rd Fl Managing Partner
New York, NY 10022-4775
USA
----------------------------------------------- --------------------- ----------------------------------------------------
Dr. Kenneth Rind Director and Investor
80 Columbus Circle, Managing Partner
NY, NY 10023
USA
----------------------------------------------- --------------------- ----------------------------------------------------
Guy Rosen Director Vice President of Clal Industries and Investments
3 Azrieli Center, The Triangular Tower, 45th Ltd.
floor, Tel-Aviv 67023, Israel
----------------------------------------------- --------------------- ----------------------------------------------------
Amir Gal-Or Partner Partner in Infinity Venture Capital
3 Azrieli Center, The Triangular Tower, 42nd
floor, Tel-Aviv 67023, Israel
----------------------------------------------- --------------------- ----------------------------------------------------
Ariel Poppel Chief Financial Chief Financial Officer of Infinity Venture
3 Azrieli Center, The Triangular Tower, 42nd Officer Capital
floor, Tel-Aviv 67023, Israel
----------------------------------------------- --------------------- ----------------------------------------------------
Directors and Executive Officers
of
Infinity I Annex Fund (General Partner) Ltd.
(as of November 14, 2006)
Citizenship is the same as country of address, unless otherwise noted.
----------------------------------------------- --------------------- ----------------------------------------------------
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
----------------------------------------------- --------------------- ----------------------------------------------------
Marshall Butler Director and Venture Capitalist
900 Third Avenue; 33rd Fl Managing Partner
New York, NY 10022-4775
USA
----------------------------------------------- --------------------- ----------------------------------------------------
Dr. Kenneth Rind Director and Investor
80 Columbus Circle, Managing Partner
NY, NY 10023
USA
----------------------------------------------- --------------------- ----------------------------------------------------
Amir Gal-Or Partner Partner in Infinity Venture Capital
3 Azrieli Center, The Triangular Tower, 42nd
floor, Tel-Aviv 67023, Israel
----------------------------------------------- --------------------- ----------------------------------------------------
Ariel Poppel Chief Financial Chief Financial Officer of Infinity Venture
3 Azrieli Center, The Triangular Tower, 42nd Officer Capital
floor, Tel-Aviv 67023, Israel
----------------------------------------------- --------------------- ----------------------------------------------------
29
Directors and Executive Officers
of
FBR Infinity II Venture Partners, Ltd.
(as of November 14, 2006)
Citizenship is the same as country of address, unless otherwise noted.
----------------------------------------------- --------------------- ----------------------------------------------------
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
----------------------------------------------- --------------------- ----------------------------------------------------
Amir Gal-Or Director and Partner in Infinity Venture Capital
3 Azrieli Center, The Triangular Tower, 42nd Managing Partner
floor, Tel-Aviv 67023, Israel
----------------------------------------------- --------------------- ----------------------------------------------------
Edward Wheeler Director President & COO of FBR Investment Management
612 Innsbruck Ave.
Great Falls, VA 22066
USA
----------------------------------------------- --------------------- ----------------------------------------------------
Guy Rosen Director Vice President of Clal Industries and Investments
3 Azrieli Center, The Triangular Tower, 45th Ltd.
floor, Tel-Aviv 67023, Israel
----------------------------------------------- --------------------- ----------------------------------------------------
Avishai Silvershatz Managing Partner Partner in Infinity Venture Capital
3 Azrieli Center, The Triangular Tower, 42nd
floor, Tel-Aviv 67023, Israel
----------------------------------------------- --------------------- ----------------------------------------------------
Ariel Poppel Chief Financial Chief Financial Officer of Infinity Venture
3 Azrieli Center, The Triangular Tower, 42nd Officer Capital
floor, Tel-Aviv 67023, Israel
----------------------------------------------- --------------------- ----------------------------------------------------
30
Schedule B
Directors and Executive Officers
of
Clal Venture Capital Fund Management Ltd.
(as of November 24, 2006)
Citizenship is same as country of address, unless otherwise noted.
Executive Officers: None.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Gil Milner, Director Comptroller of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Gonen Bieber,*** Director Financial Manager of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
31
Schedule C
Directors and Executive Officers
of
Clal Industries and Investments Ltd.
(as of November 24, 2006)
Citizenship is same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Board of Chairman and Chief Executive Officer of IDB
3 Azrieli Center, the Triangular Tower 44th Directors and Co-Chief Holdings; Chairman of IDB Development Clal
floor, Tel Aviv 67023, Israel Executive. Industries and Investments Ltd and DIC;
director of Companies.
Zehava Dankner Director Member of the executive committee of the
64 Pinkas St., Tel Aviv 62157, Israel Beautiful Israel Council.
Avi Fischer Director Executive Vice President of IDB Holdings;
3 Azrieli Center, the Triangular Tower 45th Deputy Chairman of IDB Development;
floor, Tel Aviv 67023, Israel Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Refael Bisker Director Chairman of Property and Building
3 Azrieli Center, the Triangular Tower 44th Corporation Ltd.
floor, Tel Aviv 67023, Israel
Marc Schimmel* Director Director of UKI Investments
54-56 Euston St., London NW1 U.K.
Yecheskel Dovrat Director Economic consultant and director of
1 Nachshon St., Ramat Hasharon, Israel. companies.
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, the Triangular Tower 44th
floor, Tel Aviv 67023, Israel
Shay Livnat Director President of Zoe Holdings Ltd.
31st HaLechi St., Bnei Brak 51200, Israel
David Leviatan Director Director of Companies.
18 Mendele St., Herzeliya, Israel
Alicia Rotbard External Director Chief Executive Officer of Doors
6 Rosenblum St. Information Systems Inc.
#6101 Sea&Sun, Tel Aviv, Israel
Nachum Langental External Director Director of companies
3 Jabotinski St., Ramat Gan, Israel
**Isaac Manor Director Chairman of companies in the motor vehicle
Director sector of the David Lubinski Ltd. Group.
26 Hagderot St., Savion
32
**Dori Manor Director Chairman of companies in the motor vehicle
18 Hareches St., Savion sector of the David Lubinski Ltd. Group.
Adiel Rosenfeld Director Representative in Israel of Aktiva group.
42 Ha'Alon St., Timrat 23840, Israel
Zvi Livnat, Co-Chief Executive Co-Chief Executive of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Nitsa Einan, Vice President and General General Counsel of Clal Indistries and
3 Azrieli Center, the Triangular Tower 45th Counsel. Investments Ltd.
floor, Tel Aviv 67023, Israel
Gil Milner, Vice President and Comptroller. Comptroller of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Gonen Bieber,*** Vice President and Financial Financial Manager of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Manager. Investments Ltd.
floor, Tel Aviv 67023, Israel
Guy Rosen, Vice President Vice President of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Boaz Simons, Vice President Vice President of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
* British Citizenship
** Israeli and French Citizenship
33
Schedule D
Directors and Executive Officers
of
Clalit Finance and Investments Ltd.
(as of November 24, 2006)
Executive Officers: None
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Haim Tabouch Director Vice President and Comptroller of IDB
3 Azrieli Center, The Triangular Tower, Development; Comptroller of IDB Holding
45th floor, Tel-Aviv 672023, Israel
34
Schedule E
Directors and Executive Officers
of
RDC Rafael Development Corporation Ltd.
(as of November 24, 2006)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Ami Erel Chairman of the President and Chief Executive Officer of DIC.
3 Azrieli Center, The Triangular Tower, 44th Board of Directors
floor, Tel-Aviv 67023, Israel
Raanan Cohen Director Vice President of DIC.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Avishai Friedman Director Chief Executive Officer of RDC.
Yoqneam Industrial Park, Building 7, Yoqneam
20600, Israel
David Vaish Director Vice President for Finance & Chief Financial
Rafael, Haifa, Israel Officer of Rafael Armament Development Authority
Ltd.
Yedidya Yaari Director President & Chief Executive Officer of Rafael
Rafael, Haifa, Israel Armament Development Authority Ltd.
Doron Birger Director President & Chief Executive Officer of Elron.
3 Azrieli Center, The Triangular Tower 42nd
floor, Tel-Aviv 67023, Israel
Rinat Remler Director Vice President, Chief Financial Officer of Elron.
3 Azrieli Center, The Triangular Tower 42nd
floor, Tel-Aviv 67023, Israel
Yair Cohen Director Vice President of Elron.
3 Azrieli Center, The Triangular Tower 42nd
floor, Tel-Aviv 67023, Israel
Luva Drori Director Corporate Vice President, Business Development &
Rafael, Haifa, Israel Marketing of Rafael Armament Development
Authority Ltd.
Jacob (Kobi) Ironi Director Director, Subsidiary Companies of Rafael Armament
Rafael, Haifa, Israel Development Authority Ltd.
Ofir Gomeh Chief Financial Chief Financial Officer of RDC.
Yoqneam Industrial Park, Building 7, Yoqneam Officer
20600, Israel
35
Schedule F
Directors and Executive Officers
of
Elron Electronic Industries Ltd.
(as of November 24, 2006)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Ami Erel Chairman of the President & Chief Executive Officer of DIC.
3 Azrieli Center, The Triangular Tower, 44th Board of Directors
floor, Tel-Aviv 67023, Israel
Avraham Asheri Director Director of companies
12 Yoshpe Street, Apt. 7,
Mevasseret Zion 90805, Israel
Prof. Yair Be'ery Director Professor - Department of Electrical Engineering,
6 Sweden Street, Tel Aviv University.
Petah Tikva 49317, Israel
Yaacov Goldman External Director Certified Public Accountant
39 Nachlieli Street,
Hod Hasharon 45355, Israel
Prof. Gabriel Barbash Director Director General of the Tel Aviv
14 Zisman Street, Sourasky Medical Center.
Ramat Gan 52521, Israel
Nochi Dankner Director Chairman and Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower, 44th Holding; Chairman of IDB Development, DIC and
floor, Tel-Aviv 67023, Israel Clal Industries and Investments Ltd.; Director of
companies.
Avi Fischer Director Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd.
Shay Livnat Director President of Zoe Holdings Ltd.
26 Shalva Street, Herzlia Pituach 46705,
Israel
Dori Manor (*) Director Chief Executive Officer of companies in the motor
18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group.
Mr. Ari Bronshtein Director Vice President of DIC.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Professor Daniel Sipper External Director Professor - Department of Engineering, Tel Aviv
3 Kadesh Barnea Street, Apt. 39 University
Tel Aviv 69986, Israel
36
Amos Shapira Director President & Chief Executive Officer of Cellcom
10 Hagavish Street Israel Ltd.
Netanya
42140
Doron Birger President and Chief President and Chief Executive Officer of Elron.
3 Azrieli Center, The Triangular Tower, 42nd Executive Officer
floor, Tel-Aviv 67023, Israel
Moshe Fourier Vice President and Vice President and Chief Technology Officer of
3 Azrieli Center, The Triangular Tower, 42nd Chief Technology Elron.
floor, Tel-Aviv 67023, Israel Officer
Rinat Remler Vice President, Vice President, Chief Financial Officer of Elron.
3 Azrieli Center, The Triangular Tower, 42nd Chief Financial
floor, Tel-Aviv 67023, Israel Officer
Assaf Topaz Vice President Vice President of Elron.
3 Azrieli Center, The Triangular Tower, 42nd
floor, Tel-Aviv 67023, Israel
Yair Cohen Vice President Vice President of Elron
3 Azrieli Center, The Triangular Tower, 42nd
floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France.
37
Schedule G
Directors and Executive Officers
of
ECI Telecom Ltd.
(as of November 14, 2006)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Micha Anghel External Director Director, Partner Communications Co. Ltd.,
4 Efter Street, PowerDsine Ltd., Scopus Video Networks Ltd. and
Tel-Aviv 69362, ISRAEL Syneron Medical Ltd.; Chairman of the Board, Tel-
Aviv University Executive Program
Raanan Cohen Director Chief Executive Officer of Koor Industries Ltd.;
Koor Industries Ltd. Vice President of Discount Investment Corporation
3 Azrieli Center, Ltd.
The Triangular Tower, 44th floor,
Tel-Aviv 67023, ISRAEL
Eyal Desheh Director Executive Vice President and Chief Financial
Checkpoint Software Technologies Ltd. Officer, Checkpoint Software Technologies Ltd.
3a' Jabotinsky Street, 24th floor
Ramat-Gan 52520, ISRAEL
Shlomo Dovrat Chairman of the Chairman of the Board of ECI; Founder and General
Carmel Ventures Software Fund Board Partner, Carmel Software Funds and Carmel
Delta House Ventures L.P.
16 Abba Eban Ave., 1st floor
Herzliya 46725, ISRAEL
Yochi Dvir External Director Director, Menorah Insurance Company Ltd.
15 Amirim Street (Chairman Audit and Investment Committees),
Tel-Aviv, ISRAEL Strauss-Elite Ltd. (Chairman Financial, Audit and
Remuneration Committees), Israel Corporation Ltd.
(Chairman Audit Committee), Trendline Busienss
Information & Communications Ltd. (Chairman Audit
Committee); Private Business Consultant; Va'Ad
Hapoel Haifa University (Chairman Investment
Committee)
Craig Ehrlich Director Chairman, GSM Association
Asia Pacific Center
8 Wyndham Street, Room 701
Central Hong Kong SAR
CHINA (CITIZENSHIP - USA)
Avi Fischer Director Executive Vice President of IDB Holding
3 Azrieli Center, Corporation Ltd.; Deputy Chairman, IDB
The Triangular Tower, 45th floor, Development Corporation Ltd.; Co-Chief Executive
Tel-Aviv 67023, ISRAEL Officer, Clal Industries and Investments Ltd.
38
Colin Green Director Former Group Commercial Director and Secretary,
9 St. Leonard's Road British Telecommunications plc.
Surbiton, Surrey KT6 4DE
UNITED KINGDOM
Doron Inbar Director Former President and Chief Executive Officer, ECI
24 Nachshon Street Telecom Ltd.
Ramat HaSharon 47301, ISRAEL
Jonathan Kolber Director Chairman of the Board, Koor Industries Ltd.
Koor Industries Ltd.
3 Azrieli Center
Triangular Tower
Tel-Aviv 67023, ISRAEL
Niel Ransom Director Former Chief Technology Officer, Alcatel
Ransomshire Associates, Inc.
400 Wellspring Farms Lane
Rolesville NC 27571
U.S.A.
Casimir Skrzypczak Director Former Senior Vice President - Customer Advocacy
90 Oxford Road at Cisco Systems, Inc.
Rockville Center
New York 11570
U.S.A.
Gerd Tenzer Director Former Deputy Chairman of the Board of
Lindenweg 8 Management, Deutsche Telekom AG
D53545 Linz am Rhein
GERMANY
Giora Bitan Executive Vice Executive Vice President and Chief Financial
ECI Telecom Ltd. President and Chief Officer, ECI Telecom Ltd.
30 HaSivim Street Financial Officer
Petach Tikva 49517
ISRAEL
Avi Cohen Executive Vice Executive Vice President and Chief Operating
ECI Telecom Ltd. President and Chief Officer, ECI Telecom Ltd.
30 HaSivim Street Operating Officer
Petach Tikva 49517
ISRAEL
39
Danny Eisner Executive Vice Executive Vice President and General Manager,
ECI Telecom Ltd. President and Broad Band Access Division, ECI Telecom Ltd.
30 HaSivim Street General Manager,
Petach Tikva 49517 Broad Band Access
ISRAEL Division
Ido Gur Executive Vice Executive Vice President, Global Sales and
ECI Telecom Ltd. President, Global Marketing, ECI Telecom Ltd.
30 HaSivim Street Sales and Marketing
Petach Tikva 49517
ISRAEL
Atzmon Lifshitz Corporate Vice Corporate Vice President, Human Resources, ECI
ECI Telecom Ltd. President, Human Telecom Ltd.
30 HaSivim Street Resources
Petach Tikva 49517
ISRAEL
Rafi Maor President and Chief President and Chief Executive Officer, ECI
ECI Telecom Ltd. Executive Officer Telecom Ltd.
30 HaSivim Street
Petach Tikva 49517
ISRAEL
Dror Nahumi Executive Vice Executive Vice President and Chief Strategy
ECI Telecom Ltd. President and Chief Officer, ECI Telecom Ltd.
30 HaSivim Street Strategy Officer
Petach Tikva 49517
ISRAEL
Amnon Shachar Corporate Vice Corporate Vice President, Global Resources, ECI
ECI Telecom Ltd. President, Global Telecom Ltd.
30 HaSivim Street Resources
Petach Tikva 49517
ISRAEL
Eyal Shaked Executive Vice Executive Vice President and General Manager,
ECI Telecom Ltd. President and Optical Networks Division, ECI Telecom Ltd.
30 HaSivim Street General Manager,
Petach Tikva 49517 Optical Networks
ISRAEL
Anthony Scarfo Executive Vice Executive Vice President and General Manager,
ECI Telecom DND, Inc. President and Data Networking Division, ECI Telecom Ltd.
Omega Corporate Center General Manager,
1300 Omega Drive Data Networking
Pittsburgh, PA 15205
U.S.A.
40
Schedule H
Directors and Executive Officers
of
Discount Investment Corporation Ltd.
(as of November 20, 2006)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and
floor, Tel-Aviv 67023, Israel Clal Industries and Investments Ltd.; Director of
companies.
Zehava Dankner Director Member of the executive committee of the
64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council.
Zvi Livnat Director Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd.
Avi Fischer Director Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd.
Refael Bisker Director Chairman of Property and Building Corporation Ltd.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD, United
Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd.
Taavura Junction, Ramle 72102, Israel
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Gideon Lahav Director Director of companies.
124 Ehad Ha-Am Street, Tel-Aviv 65208, Israel
Moshe Arad External Director Director of companies.
14 Shay Agnon Street, Jerusalem 92586, Israel
Gideon Dover External Director Chief Executive Officer and director of Dover
11 Hamaalot Street, Herzlia B 46583, Israel Medical and Scientific Equipment Ltd.
41
Isaac Manor (*) Director Chairman of companies in the motor vehicle sector
26 Hagderot Street, Savion 56526, Israel of the David Lubinski Ltd. group.
Dori Manor (*) Director Chief Executive Officer of companies in the motor
18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group.
Adiel Rosenfeld Director Representative in Israel of the Aktiva group.
42 Ha'Alon Street, Timrat 23840, Israel
Ami Erel President and Chief President and Chief Executive Officer of DIC.
3 Azrieli Center, The Triangular Tower, 44th Executive Officer
floor, Tel-Aviv 67023, Israel
Oren Lieder Senior Vice Senior Vice President and Chief Financial Officer
3 Azrieli Center, The Triangular Tower, 44th President and Chief of DIC.
floor, Tel-Aviv 67023, Israel Financial Officer
Raanan Cohen Vice President Vice President of DIC; Chief Executive Officer of
3 Azrieli Center, The Triangular Tower, 44th Koor Industries Ltd.
floor, Tel-Aviv 67023, Israel
Ari Bronshtein Vice President Vice President of DIC.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Michel Dahan Vice President and Vice President and Comptroller of DIC.
3 Azrieli Center, The Triangular Tower, 44th Comptroller
floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France
42
Schedule I
Directors and Executive Officers
of
IDB Development Corporation Ltd.
(as of November 20, 2006)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and Clal
floor, Tel-Aviv 67023, Israel Industries and Investments Ltd.; Director of
companies.
Zehava Dankner Director Member of the executive committee of the Beautiful
64 Pinkas Street, Tel Aviv 62157, Israel Israel Council.
Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd.
Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd.
Refael Bisker Director Chairman of Property and Building Corporation Ltd.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD, United
Kingdom
Shay Livnat Director President of Zoe Holdings Ltd.
26 Shalva Street, Herzlia Pituach 46705,
Israel
Eliahu Cohen Director and Chief Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower 44th Executive Officer
floor, Tel-Aviv 67023, Israel
Isaac Manor (*) Director Chairman of companies in the motor vehicle sector
26 Hagderot Street, Savion 56526, Israel of the David Lubinski Ltd. group.
Dori Manor (*) Director Chief Executive Officer of companies in the motor
18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group.
Abraham Ben Joseph Director Director of companies.
87 Haim Levanon Street, Tel-Aviv 69345, Israel
43
Amos Malka External Director Chairman of Albar Mimunit Services Ltd.
18 Nahal Soreq Street, Modi'in 71700, Israel
Rami (Avraham) Mardor External Director Director of companies.
33 Haoranim Street, Kfar Shmariyahu 46910,
Israel
Irit Izakson Director Director of companies.
15 Great Matityahou Cohen Street, Tel-Aviv
62268, Israel
Lior Hannes Senior Executive Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chairman of Clal Tourism Ltd.
floor, Tel-Aviv 67023, Israel
Dr. Eyal Solganik Executive Vice Executive Vice President and Chief Financial
3 Azrieli Center, The Triangular Tower, 44th President and Chief Officer of IDB Development; Chief Financial
floor, Tel-Aviv 67023, Israel Financial Officer Officer of IDB Holding.
Ari Raved Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Haim Gavrieli Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Haim Tabouch Vice President and Vice President and Comptroller of IDB Development;
3 Azrieli Center, The Triangular Tower, 44th Comptroller Comptroller of IDB Holding.
floor, Tel-Aviv 67023, Israel
Ruti Sapan Vice President, Vice President, Management Resources of IDB
3 Azrieli Center, The Triangular Tower, 44th Management Resources Development.
floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France.
44
Schedule J
Directors and Executive Officers
of
IDB Holding Corporation Ltd.
(as of November 20, 2006)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and
floor, Tel-Aviv 67023, Israel and Chief Executive Clal Industries and Investments Ltd.; Director of
Officer companies.
Isaac Manor (*) Deputy Chairman of Chairman of companies in the motor vehicle sector
26 Hagderot Street, Savion 56526, Israel the Board of of the David Lubinski Ltd. group.
Directors
Arie Mientkavich Vice Chairman of Deputy of Gazit-Globe Ltd.; Chairman of
14 Betzalel Street, the Board of Gazit-Globe Israel (Development)Ltd.
Jerusalem 94591,Israel Directors
Zehava Dankner Director Member of the executive committee of the
64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council.
Lior Hannes Director Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Development; Chairman of Clal Tourism Ltd.
floor, Tel-Aviv 67023, Israel
Refael Bisker Director Chairman of Property and Building Corporation Ltd.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD, United
Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd.
Taavura Junction, Ramle 72102, Israel
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Dori Manor (*) Director Chief Executive Officer of companies in the motor
18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group.
Meir Rosenne Director Attorney.
8 Oppenheimer Street, Ramat Aviv,
Tel Aviv 69395, Israel
45
Shmuel Lachman External Director Information technology consultant
9A Khilat Jatomir Street,
Tel Aviv 69405, Israel
Zvi Dvoresky External Director Manager of a company involved in the real
12 Ha-rofe Street, estate business
Haifa 34366, Israel
Zvi Livnat Director and Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Executive Vice Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel President Officer of Clal Industries and Investments Ltd.
Avi Fischer Executive Vice Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th President Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd.
Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding; Executive
3 Azrieli Center, The Triangular Tower, 44th Officer Vice President and Chief Financial Officer of IDB
floor, Tel-Aviv 67023, Israel Development.
Haim Tabouch Comptroller Comptroller of IDB Holding; Vice President and
3 Azrieli Center, The Triangular Tower, 44th Comptroller of IDB Development.
floor, Tel-Aviv 67023, Israel
* Dual citizen of Israel and France.
46
EXHIBIT 1
Clal Industries and Investments Ltd.
The Triangular Tower, 44th Floor
3 Azrieli Center
TEL AVIV 67023, ISRAEL
Re: JOINT FILING AGREEMENT
Gentlemen,
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, each of the undersigned hereby agrees that Clal
Industries and Investments Ltd. ("Clal") may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission a Schedule 13G or
Schedule 13D and any amendments thereto in respect of shares of UNITY WIRELESS
CORPORATION purchased, owned or sold from time to time by the undersigned.
The undersigned further acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it or him contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
others, except to the extent it knows or has reason to believe that such
information is inaccurate.
Clal is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto. This letter may be
executed in two or more counterparts, all of which when taken together shall be
considered one and the same agreement.
Very truly yours,
(signed) Israel Infinity Venture Capital (Corporate General Partner) Ltd.
(signed) Infinity I Annex Fund (General Partner) Ltd.
(signed) FBR Infinity II Venture Partners Ltd.
(signed) Clal Venture Capital Fund Management Ltd.
(signed) Clal Industries and Investments Ltd.
(signed) Clalit Finance and Investments Ltd.
(signed) RDC Rafael Development Corporation Ltd.
(signed) Elron Electronic Industries Ltd.
(signed) ECI Telecom Ltd.
(signed) Discount Investment Corporation Ltd.
(signed) IDB Development Corporation Ltd.
(signed) IDB Holding Corporation Ltd.
(signed) Mr. Nochi Dankner
(signed) Mrs. Shelly Bergman
(signed) Mrs. Ruth Manor
(signed) Mr. Avraham Livnat
Agreed:
Clal Industries and Investments Ltd.
(signed)
------------------------------------
47