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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/02/09 Harmonic Inc SC 13D 3:196K Scopus Video Networks Ltd. Bowne - Palo Alto/FA |
Document/Exhibit Description Pages Size 1: SC 13D General Statement of Beneficial Ownership HTML 61K 2: EX-99.2 Exhibit 2 HTML 56K 3: EX-99.3 Exhibit 3 HTML 59K
sc13d |
1 | NAMES OF REPORTING PERSONS: Harmonic Inc. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
State of Delaware | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | None | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 8,378,370 Ordinary Shares1 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | None | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
None | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
8,378,370 Ordinary Shares1 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
(See Item 6) | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
54.4% of Ordinary Shares2 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
CO |
1 | Represents the aggregate number of outstanding Ordinary Shares of Scopus Video Networks, Ltd. held by the persons or entities listed on Schedule B attached hereto, each of whom entered into a Voting Agreement dated as of December 22, 2008 (each, a “Voting Agreement”) with Harmonic Inc., a Delaware corporation (“Harmonic”), obligating the holder to vote such shares, among other things, in favor of the proposed acquisition of the issuer by Harmonic pursuant to the Merger Agreement (as defined in Item 3) and related matters, and with respect to which such persons granted certain representatives of Harmonic a proxy (each, a “Proxy) granting such Harmonic representatives the right to vote on each such person’s behalf in favor of such matters. For more information regarding the securities holdings of the persons named above in Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (“Scopus”), please see Schedule B (attached hereto). Harmonic expressly disclaims beneficial ownership of any of the shares of the issuer’s stock subject to the Voting Agreements and the Proxies. | |
2 | Based on 14,054,449 Ordinary Shares of the issuer outstanding as of December 21, 2008, as represented by the issuer in the Merger Agreement. |
- 2 -
- 3 -
• | Each ordinary share of Scopus, par value NIS 1.40 per share (the “Scopus Ordinary Shares”), issued and outstanding immediately prior to the effective time of the Merger, will be converted into the right to receive a cash amount of $5.62, without interest (the “Per Share Merger Consideration”); and | ||
• | Each of Scopus’ vested or unvested options to purchase Scopus Ordinary Shares (each a “Scopus Option”) outstanding at the effective time of the Merger will be cancelled automatically, and at the effective time of the Merger, each such vested Scopus Option will be converted into the right to receive a lump sum cash payment (less any applicable withholding tax) equal to the product obtained by multiplying (x) the total number of shares of Scopus Ordinary Shares subject to such vested Scopus Option immediately prior to the effective time of the Merger by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of Scopus Ordinary Shares subject to such vested Scopus Option. |
- 4 -
Exhibit | ||
No. | Title | |
1
|
Agreement and Plan of Merger dated as of December 22, 2008 by and among Harmonic Inc., Sunrise Acquisition Ltd. and Scopus Video Networks Ltd. (incorporated by reference to Exhibit 2.1 to the Form 8-K (File No. 000-25826) filed by Harmonic Inc. on December 23, 2008). | |
2
|
Form of Voting Agreement, dated December 22, 2008, by and between Harmonic Inc. and certain securityholders of Scopus Video Networks Ltd. | |
3
|
Voting Agreement, dated December 22, 2008, by and between Harmonic Inc. and Optibase Ltd. |
- 5 -
Dated: January 2, 2009 | HARMONIC INC. | |||||
By: | /s/ Robin N. Dickson | |||||
Robin N. Dickson | ||||||
Chief Financial Officer |
Name | Principal Occupation | |
Lewis Solomon
|
Chairman and CEO, SCC Company; Director, Anadigics Inc. | |
Patrick Harshman
|
President and Chief Executive Officer of Harmonic | |
Harold Covert
|
Chief Financial Officer, Silicon Image, Inc.; Director, JDS Uniphase Corporation and Thermage, Inc. | |
Patrick Gallagher
|
Chairman, Macro 4 plc; Chairman, Ubiquisys Ltd.; and Vice Chairman, Golden Telecom Inc. | |
E. Floyd Kvamme
|
Partner emeritus, Kleiner Perkins Caufield & Byers; Director, National Semiconductor Corporation and Power Integrations, Inc. | |
Anthony J. Ley
|
Retired | |
William F. Reddersen
|
Director, Otelco, Inc. | |
David R. Van Valkenburg
|
Chairman, Balfour Associates, Inc.; Chairman and President, Zero Point Corporation |
Name | Title | |
Patrick Harshman
|
President and Chief Executive Officer | |
Chief Financial Officer | ||
Matthew Aden
|
Vice President, Worldwide Sales and Service | |
Charles Bonasera
|
Vice President, Operations | |
Nimrod Ben-Natan
|
Vice President, Product Marketing, Solutions & Strategy | |
Neven Haltmayer
|
Vice President, Research and Development |
- 8 -
Exercisable | Total Beneficial | |||||||||||
Ordinary | Options within | Ownership of | ||||||||||
Shares held as | 60 days of | Shares as of | ||||||||||
of December 22, | December 22, | December 22, | ||||||||||
Name | 2008 | 2008 | 2008 | |||||||||
Orit
Leitman, Director |
6,666 | 6,666 | ||||||||||
Yaron
Simler, CEO and Director |
460,781 | 460,781 | ||||||||||
Jackie
Goren, Director |
20,000 | 20,000 | ||||||||||
David
Mahlab, Chairman of the Board of Directors |
46,765 | 597,188 | 643,953 | |||||||||
Moshe
Eisenberg, CFO |
99,459 | 99,459 | ||||||||||
Ovadia
Cohen, Vice President Business Development, Marketing Communications |
20,043 | 83,519 | 103,562 | |||||||||
Shimon
Shneor, Vice President Sales & Marketing |
25,666 | 25,666 | ||||||||||
Gadi Canfi,
Vice President Professional Services |
21,760 | 21,760 | ||||||||||
Moshe
Rousso, Vice President R&D |
28,125 | 28,125 | ||||||||||
Sharon
Witzrabin, Vice President Human Resources |
15,308 | 15,308 | ||||||||||
Optibase Ltd.1 |
5,105,223 | 5,105,223 | ||||||||||
Pitango Venture
Capital Fund III
Trusts 2000 Ltd.,
Pitango Venture
Capital Fund III
(Israeli Investors)
L.P., Pitango Venture
Capital Fund III
(Israeli Sub) Non-Q
L.P., Pitango Parallel
Investor Fund III
(Israel) L.P. (formerly known as Pitango JP Morgan Fund III
(Israel), L.P.), Pitango
Principals Fund III
(Israel), L.P.,
and Pitango Venture
Capital Fund III
(Israeli Sub) L.P. (collectively, “Pitango”)2 |
842,066 | 842,066 | ||||||||||
Genesis Partners II LDC3 |
444,650 | 444,650 | ||||||||||
Vertex Israel II
(C.I.) Fund L.P.,
Vertex Israel II
(C.I.) Executive Fund
L.P., Vertex Israel II
(A) Fund L.P., Vertex Israel II (B) Fund L.P., Vertex Israel II Management Ltd., and
Vertex Israel II
Discount Fund L.P.4 |
561,151 | 561,151 | ||||||||||
TOTAL |
7,019,898 | 1,358,472 | 8,378,370 |
* | As noted in Item 6 above, the Voting Agreements also apply to any Scopus Ordinary Shares acquired by the parties to such agreements after the date of the Voting Agreements, including by means of exercise of stock options. As noted in each applicable column, the above table includes both the total Ordinary Shares held as of December 22, 2008 and the number of options exercisable within sixty (60) days of December 22, 2008. |
1 | The business address of Optibase Ltd. is 2 Gav Yam Center, 7 Shenkar Street Herzliya 46120 Israel. | |
2 | The business address of Pitango is 11 HaMenofim Street, Herzliya 46725, Israel. | |
3 | The business address of Genesis Partners II LDC is 11 HaMenofim Street, Building B, Herzliya 46725, Israel. | |
4 | The business address of each of Vertex Israel II Management Ltd., Vertex Israel II (A) Fund L.P., Vertex Israel II (B) Fund L.P. and Vertex Israel II Discount Fund L.P. is 1 Hashikma Street, P.O. Box 89, Savyon 56530, Israel. The business address of each of Vertex Israel II (C.I.) Fund L.P. and Vertex Israel II (C.I.) Executive Fund L.P. is c/o Walker House, P.O. Box 908 GT, Mary Street, George Town, Grand Cayman, Cayman Islands. |
- 9 -
Exhibit | ||
No. | Title | |
1
|
Agreement and Plan of Merger dated as of December 22, 2008 by and among Harmonic Inc., Sunrise Acquisition Ltd. and Scopus Video Networks Ltd. (incorporated by reference to Exhibit 2.1 to the Form 8-K (File No. 000-25826) filed by Harmonic Inc. on December 23, 2008). | |
2
|
Form of Voting Agreement, dated December 22, 2008, by and between Harmonic Inc. and certain securityholders of Scopus Video Networks Ltd. | |
3
|
Voting Agreement, dated December 22, 2008, by and between Harmonic Inc. and Optibase Ltd. |
This ‘SC 13D’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 1/2/09 | |||
12/23/08 | 8-K, SC 13D/A | |||
12/22/08 | 8-K | |||
12/21/08 | ||||
List all Filings |