SCOPUS VIDEO
NETWORKS LTD.
(Name of Subject Company
(Issuer))
OPTIBASE
LTD.
(Name of Filing Person
(Offeror))
ORDINARY SHARES,
PAR VALUE NIS 1.40 PER SHARE
(Title of Class of Securities)
M8260H 10
6
(CUSIP Number of Class of Securities)
Amir Philips
Chief Financial Officer
Optibase Ltd.
2 Gav Yam Center
Herzliya 46120, Israel
+972 (9) 970-9288
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
With copies to:
| Transaction Valuation: | $ | 3,622,500 | * | Amount of Filing Fee**: | $ | 112 | *** | ||||
* For purposes of calculating the filing fee only, this amount is based on the offer to purchase 678,000 ordinary shares of Scopus Video networks Ltd. at a purchase price of $5.25 per share.
** Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended.
*** Previously paid.
| o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount
Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed:N/A |
| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
|
x third-party tender offer subject to Rule 14d-1 o issuer tender offer subject to Rule 13e-4 o going-private transaction subject to Rule 13e-3 x amendment to Schedule 13D under Rule 13d-2 |
|---|
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
CUSIP No. M8260H 10 6
| 1 | NAME OF
REPORTING
PERSON: Optibase
Ltd. I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): |
||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x |
||
| 3 |
SEC Use Only |
||
| 4 | SOURCE OF
FUNDS: WC |
||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o |
||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION: Israel |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: 3,035,223* |
|
| 8 | SHARED VOTING POWER: 0 |
||
| 9 | SOLE DISPOSITIVE POWER: 3,035,223* |
||
| 10 | SHARED DISPOSITIVE
POWER: 0 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,035,223* |
||
| 12 | CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o |
||
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11): 22.3%* v |
||
| 14 | TYPE OF
REPORTING PERSON: CO |
||
* The number of ordinary shares and the percentage, as applicable, does not give effect to the 690,000 ordinary shares to be purchased pursuant to the Offer (as defined below).
v Based on 13,619,627 ordinary shares of Scopus outstanding as of July 10, 2007.
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by Optibase Ltd., an Israeli company (“Optibase”) on July 6, 2007 with the Securities and Exchange Commission (the “Schedule TO”), as amended by Amendment No. 1 to Schedule TO filed by Optibase on July 19, 2007, in connection with its offer to purchase approximately 5% of the outstanding ordinary shares, par value NIS 1.40 per share (the “Shares”), of Scopus Video Networks Ltd. (“Scopus”), at $5.25 per Share in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated July 6, 2007, as amended on July 19, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, constitute the “Offer”).
This Amendment No. 2 to Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended.
The information contained in the Offer to Purchase and the Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference in response to all of the items of this Amendment No. 2 to Schedule TO, except that such information is hereby amended and supplemented as more particularly described below.
Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.
Item 4 of the Schedule TO, which incorporates by reference most of the information contained in the Offer to Purchase, is hereby amended and supplemented by amending Section 11 of the Offer to Purchase (“Conditions to the Offer”) as follows:
1. The introductory paragraph of Section 11 of the Offer to Purchase is hereby amended and restated to read as follows:
| Notwithstanding any other provisions of the offer, and in addition to (and not in limitation of) our rights to extend the Initial Offer Period or otherwise amend the terms of the offer at any time, we shall not be required to accept for payment and, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to our obligation to either pay for or return tendered shares promptly after the termination or withdrawal of the offer) pay for, any tendered shares, and we may terminate the offer, if, in our reasonable judgment, |
2. The paragraph immediately following clause (c) of Section 11 of the Offer to Purchase is hereby amended and restated to read as follows:
| At any time and from time to time prior to 5:00 p.m., New York time, on the Initial Completion Date (as may be extended), the foregoing conditions may be asserted by us regardless of the circumstances giving rise to any such conditions (unless we cause the triggering of such conditions) and, in the case of clauses (b) and (c) above, subject to applicable law, may be waived by us in whole or in part, in each case, in the exercise of our reasonable judgment. |
3. The third to last paragraph of Section 11 of the Offer to Purchase is hereby amended and restated to read as follows:
| Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to 5:00 p.m., New York time, on the Initial Completion Date. A public announcement will be made of a material change in, or a waiver of, such conditions, and the Initial Offer Period may, in certain circumstances, be extended in connection with any such change or waiver. |
The information set forth on the Exhibit Index is incorporated herein by reference.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| OPTIBASE
LTD. By: /s/ Amir Philips —————————————— Amir Philips Chief Financial Officer |
Dated: July 25, 2007
| NO. |
DESCRIPTION |
| (a)(1)(A) | Offer to Purchase dated July 6, 2007.* |
| (a)(1)(B) | Letter of Transmittal. * |
| (a)(1)(C) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * |
| (a)(1)(D) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * |
| (a)(1)(E) | Declaration of Status for Israeli Income Tax Purposes. * |
| (a)(1)(F) | Notice of Objection. * |
| (a)(5)(A) | Text of Press Release issued by Optibase on July 6, 2007. * |
| (a)(5)(B) | Text of Press Release issued by Optibase on July 19, 2007. ** |
| (b) | Not applicable. |
| (d)(1) | Letter to Scopus dated May 31, 2007 (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D relating to Optibase's ownership of shares of Scopus, filed with the Commission on May 31, 2007). * |
| (g) | Not Applicable. |
| (h) | Not Applicable. |
* Previously filed with the Schedule TO.
** Previously filed with Amendment No. 1 to Schedule TO.