-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UtqInvgaZPEhz46eqJ9KFk8gJ0f4CrRyUoXuupmVKVGVxBDDBvJApbjuLzLHyepO CSDVrLPB06BAoSWe7kffhw== 0001178913-09-002697.txt : 20091110 0001178913-09-002697.hdr.sgml : 20091110 20091110073103 ACCESSION NUMBER: 0001178913-09-002697 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091110 DATE AS OF CHANGE: 20091110 GROUP MEMBERS: AVRAHAM LIVNAT GROUP MEMBERS: BADAL SECURITIES LTD. GROUP MEMBERS: CLAL ELECTRONICS INDUSTRIES LTD. GROUP MEMBERS: DISCOUNT INVESTMENT CORPORATION LTD. GROUP MEMBERS: IDB DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: IDB HOLDING CORPORATION LTD. GROUP MEMBERS: KOOR INDUSTRIES LTD. GROUP MEMBERS: NOCHI DANKNER GROUP MEMBERS: RUTH MANOR GROUP MEMBERS: SHELLY BERGMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECTEL LTD CENTRAL INDEX KEY: 0001096197 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 520044462 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50734 FILM NUMBER: 091170323 BUSINESS ADDRESS: STREET 1: 10 AMAL STREET AFEK INDUSTRIAL PARK CITY: ROSH-HA'AYIN STATE: L3 ZIP: 48092 BUSINESS PHONE: 972-3-9002121 MAIL ADDRESS: STREET 1: ECTEL INC 8211 W. BROWARD BLVD. CITY: PLANTATION STATE: FL ZIP: 33324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAL INDUSTRIES & INVESTMENTS LTD CENTRAL INDEX KEY: 0001051856 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 AZRIELI CENTER, TRIANGLE TOWER STREET 2: 45TH FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 BUSINESS PHONE: 97236075794 MAIL ADDRESS: STREET 1: 3 AZRIELI CENTER, TRIANGLE TOWER STREET 2: 45TH FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 SC 13D/A 1 zk97482.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D [RULE 13D-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 6) ECTEL LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, Par Value NIS 0.04 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) M29925100 - -------------------------------------------------------------------------------- (CUSIP Number) CORPORATE SECRETARY, Adv. Clal Industries and Investments Ltd. 3 Azrieli Center, Triangle Tower Tel Aviv, 67023 Israel Telephone: 972-3-6075795 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 2009 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] 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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, SEE the Notes). - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Clal Electronics Industries Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,767,153 OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 2,767,153 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,767,153 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Clal Industries & Investments Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,767,153 OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 2,767,153 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,767,153 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Koor Industries Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 3,498,836 OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,498,836 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,498,836 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Discount Investment Corporation Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 3,498,836 OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,498,836 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,498,836 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS IDB Development Corporation Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 6,275,709 (1) OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 6,275,709 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,275,709 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- (1) Does not include (i) 1,993 Ordinary Shares held for members of the public through insurance policies which are managed by a subsidiary of Clal Insurance Enterprises Holdings Ltd. (a subsidiary of the Reporting Person) ("CLAL INSURANCE") and (ii) additional Ordinary Shares held by unaffiliated third-party client accounts managed by a subsidiary of Clal Finance Ltd. (a subsidiary of Clal Insurance) ("CLAL FINANCE") as investments' portfolio managers (collectively, the "THIRD PARTY CIEH SHARES"). The Reporting Person disclaims beneficial ownership of the Third Party CIEH Shares. See Item 5 below. 6 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Badal Securities Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 9,483 OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 9,483 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,483 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 7 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS IDB Holding Corporation Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 6,285,192 (1) OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 6,285,192 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,285,192 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- (1) This number does not include the Third Party CIEH Shares. The Reporting Person disclaims beneficial ownership of the Third Party CIEH Shares. 8 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Nochi Dankner - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 6,285,192 (1) OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 6,285,192 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,285,192 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) This number does not include the Third Party CIEH Shares. The Reporting Person disclaims beneficial ownership of the Third Party CIEH Shares. 9 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Shelly Bergman - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 6,285,192 (1) OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 6,285,192 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,285,192 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) This number does not include the Third Party CIEH Shares. The Reporting Person disclaims beneficial ownership of the Third Party CIEH Shares. 10 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Avraham Livnat - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 6,285,192 (1) OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 6,285,192 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,285,192 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) This number does not include the Third Party CIEH Shares. The Reporting Person disclaims beneficial ownership of the Third Party CIEH Shares. 11 - -------------------------------------------------------------------------------- CUSIP No. M29925100 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Ruth Manor - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 6,285,192 (1) OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 6,285,192 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,285,192 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) This number does not include the Third Party CIEH Shares. The Reporting Person disclaims beneficial ownership of the Third Party CIEH Shares. 12 ITEM 1. SECURITY AND ISSUER. This Amendment No. 6 (this "AMENDMENT") to the Statement of Beneficial Ownership on Schedule 13D filed on June 30, 2004 (the "STATEMENT"), as last amended by Amendment No. 5 thereto, filed on December 6, 2007, relates to the ordinary shares, par value NIS 0.04 per share ("ORDINARY SHARES") of ECtel Ltd., an Israeli company (the "ISSUER"). The principal executive offices of the Issuer are located at 10 Amal Street, Afek Industrial Park, Rosh Ha'ayin 48902, Israel. This Amendment amends and supplements the Statement, as previously amended. Capitalized terms used herein and not otherwise defined shall have the meanings provided therefor in the Statement. This Amendment is being filed by the Reporting Persons in order to report the entry by each of Koor and Clal Electronics (the "COMMITTING REPORTING PERSONS") into a voting undertaking agreement (each, a "VOTING UNDERTAKING"), dated as of October 22, 2009, by and between the respective Committing Reporting Person, on the one hand, and cVidya Networks, Inc., a Delaware corporation (the "PURCHASER") and cVidya Acquisition Ltd., an Israeli company wholly-owned by the Purchaser ("MERGER SUB", and together with the Purchaser, the "MERGER PARTIES") on the other hand, pursuant to which each of the Committing Reporting Persons has agreed to vote all Ordinary Shares that it owned or controlled as of October 22, 2009 or that it may thereafter acquire in favor of that certain Agreement and Plan of Merger, dated as of October 22, 2009, by and among the Issuer and the Merger Parties (the "MERGER AGREEMENT") pursuant to which (i) Merger Sub will be merged with and into the Issuer, with the Issuer surviving as a wholly-owned, non-public subsidiary of the Purchaser, and (ii) the Issuer's issued and outstanding Ordinary Shares (other than Ordinary Shares held by the Issuer or either of the Merger Parties, which shall be cancelled without the right to receive any consideration) will be converted into the right to receive certain cash consideration. Because of the Voting Undertakings and covenants against transfer of the Ordinary Shares held by the Committing Reporting Persons, as set forth in the Voting Undertakings, the Reporting Persons may now be deemed to share with the Merger Parties voting and dispositive power with respect to the Ordinary Shares beneficially owned by them. ITEM 2. IDENTITY AND BACKGROUND. The information set forth in the Statement, as amended heretofore, is incorporated by reference in this Item 2. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information set forth in the Statement, as amended heretofore, is incorporated by reference in this Item 3. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons hold the Ordinary Shares of the Issuer that they have acquired for investment purposes only. As referenced briefly in Item 1 above, the Reporting Persons have agreed to vote in favor of the transactions contemplated by the Merger Agreement, which, if approved by the requisite majority of the Issuer's shareholders and subsequently consummated, will result in, as of the effective time of the Merger (the "EFFECTIVE TIME"), (i) the merger of Merger Sub with and into the Issuer, with the Issuer surviving as a wholly-owned, indirect subsidiary of the Purchaser (the "SURVIVING COMPANY"), and (ii) the Issuer's issued and outstanding Ordinary Shares (other than Ordinary Shares held by the Issuer or either of the Merger Parties, which shall be cancelled without the right to receive any consideration) being cancelled and converted into the right to receive certain cash consideration. Pursuant to the Merger Agreement, as of the Effective Time, the resignation of all current members of the Issuer's Board of Directors (the "BOARD") will be effective, and the members of the Board of Directors of Merger Sub as of the Effective Time will be appointed to replace them on the Board of Directors of the Surviving Company. The articles of association of the Issuer will remain in place as the effective articles of association of the Surviving Company. As a further result of the Merger, the Ordinary Shares will be delisted from the NASDAQ Global Market and will furthermore be eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. 13 Except as otherwise described above, as of the filing of this Statement, the Reporting Person does not have any definitive plans or proposals which relate to or would result in any of the following: (a) the acquisition by the Reporting Person of additional Ordinary Shares, or the disposition of Ordinary Shares that it holds; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) a material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer's business or corporate structure; (f) changes in the Issuer's articles of association or other actions which may impede the acquisition of control of the Issuer by any other person; (g) causing the Ordinary Shares to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (h) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. All calculations of beneficial ownership percentages in this Statement are made on the basis of 16,281,898 Ordinary Shares outstanding as of November 2, 2009, which outstanding share information was provided to the Reporting Persons by the Issuer upon request. (a), (b) Clal Industries and Clal Electronics beneficially own, and may be deemed to share the power to vote and dispose of, the 2,767,153 Ordinary Shares held by Clal Electronics, constituting approximately 17.0% of the issued and outstanding Ordinary Shares of the Issuer. The power to direct the voting of, and disposition of, such Ordinary Shares may also be deemed to be shared with the Merger Parties due to the provisions of the Voting Undertakings (as described further in Item 6 below). Koor beneficially owns, and may be deemed to share the power to vote and dispose of, the 3,498,836 Ordinary Shares that it holds, constituting approximately 21.5% of the issued and outstanding Ordinary Shares of the Issuer. The power to direct the voting of, and disposition of, such Ordinary Shares may be deemed to be shared with (i) each of DIC and IDB Development (given that Koor's shares are held by such Reporting Persons) and (ii) the Merger Parties (due to the provisions of the Voting Undertakings (as described further in Item 6 below)). DIC may be deemed to beneficially own, and to share the power to vote and dispose of, the 3,498,836 Ordinary Shares beneficially owned by Koor, constituting approximately 21.5% of the issued and outstanding Ordinary Shares of the Issuer. DIC disclaims beneficial ownership of such shares. The power to direct the voting of, and disposition of, such Ordinary Shares may also be deemed to be shared with the Merger Parties due to the provisions of the Voting Undertakings (as described further in Item 6 below). 14 IDB Development directly holds 9,483 Ordinary Shares, and may be deemed to beneficially own an additional 6,266,226 Ordinary Shares, consisting of (i) the 2,767,153 Ordinary Shares held by Clal Electronics, (ii) the 3,498,836 Ordinary Shares held by Koor, (iii) 214 Ordinary Shares held by Clal Insurance Enterprises Holdings Ltd. ("Clal Insurance"), a subsidiary of IDB Development, in Clal Insurance's nostro account, and (iv) 23 Ordinary Shares held by Clal Finance Ltd. ("Clal Finance"), a subsidiary of Clal Insurance, in Clal Finance's nostro account. IDB Development may be deemed to share the power to vote and dispose of all of such Ordinary Shares, constituting, in the aggregate, 6,275,709 Ordinary Shares or approximately 38.5% of the issued and outstanding Ordinary Shares (with respect to the 2,767,153 Ordinary Shares held by Clal Electronics and the 3,498,836 Ordinary Shares held by Koor, the power to direct the voting of, and disposition of, such Ordinary Shares may also be deemed to be shared with the Merger Parties by virtue of the provisions of the Voting Undertakings). IDB Development disclaims beneficial ownership of such shares, other than the 9,483 Ordinary Shares held directly by it. The number of Ordinary Shares deemed beneficially owned by IDB Development excludes the Third Party CIEH Shares (as defined in the cover page for IDB Development to this Amendment), which are held (i) for members of the public through insurance policies which are managed by a subsidiary of IDB Development (Clal Insurance) and (ii) by unaffiliated third-party client accounts managed by a subsidiary of Clal Insurance (Clal Finance), and with respect to which IDB Development disclaims beneficial ownership. Badal beneficially owns, and may be deemed to share the power to vote and dispose of, 9,483 Ordinary Shares held by it, constituting approximately 0.01% of the issued and outstanding Ordinary Shares of the Issuer. IDB Holding and each of the Reporting Persons who are natural persons may be deemed to share the power to vote and dispose of 6,285,192 Ordinary Shares, consisting of (i) the 6,275,709 Ordinary Shares which are and may be deemed to be beneficially owned by IDB Development as set forth above (which include the Ordinary Shares that are subject to the Voting Undertakings and for which beneficial ownership may be deemed to be shared with the Merger Parties) and (ii) the 9,483 Ordinary Shares held by Badal, constituting, in the aggregate, approximately 38.6% of the Ordinary Shares. IDB Holding and the Reporting Persons who are natural persons disclaim beneficial ownership of such shares, except that IDB Holding does not disclaim beneficial ownership of the 9,483 Ordinary Shares of Badal. The number of Ordinary Shares deemed beneficially owned by IDB Holding and each of the Reporting Persons who are natural persons excludes the additional Third Party CIEH Shares (as defined in the cover page for IDB Development to this Amendment), which are held (i) for members of the public through insurance policies which are managed by a subsidiary of IDB Holding (Clal Insurance) and (ii) by unaffiliated third-party client accounts managed by a subsidiary of Clal Insurance (Clal Finance), and with respect to which each of IDB Holding and each of the Reporting Persons who are natural persons disclaims beneficial ownership. Based on information furnished to the Reporting Persons, Gonen Bieber, one of Clal Industries' executive officers holds 72 Ordinary Shares of the Issuer. Other than that, the Reporting Persons are not aware of any executive officer or director named in Exhibit 1 through 3 to the Statement who beneficially owns any Ordinary Shares. (c) Except for the entry by Koor and Clal Electronics into the Voting Undertakings with the Merger Parties in connection with the prospective Merger, the Reporting Persons have not effected any transactions in the Ordinary Shares in the past 60 days ending on November 2, 2009. Information provided to the Reporting Persons indicates that none of the executive officers and directors of Clal Electronics, Clal Industries, DIC, IDB Development, Badal and IDB Holding, have purchased or sold any Ordinary Shares during the last 60 days ending on November 2, 2009. (d) Not applicable. (e) Not applicable. 15 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. A form of the Voting Undertakings is attached hereto as EXHIBIT 1. Other than as set forth in the Statement (as amended heretofore) and in the Voting Undertakings, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between any of such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The exhibits filed together with the Statement, as amended heretofore, are incorporated by reference in this Item 7. In addition, the following additional exhibit is annexed hereto: EXHIBIT 1 - Form of Voting Undertaking, dated as of October 22, 2009, by and between each of Koor and Clal Electronics (separately), on the one hand, and cVidya Networks, Inc. and cVidya Acquisition Ltd., on the other hand 16 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CLAL ELECTRONICS INDUSTRIES LTD. CLAL INDUSTRIES AND INVESTMENTS LTD. KOOR INDUSTRIES LTD. DISCOUNT INVESTMENT CORPORATION LTD. IDB DEVELOPMENT CORPORATION LTD. BADAL SECURITIES LTD. IDB HOLDING CORPORATION LTD. NOCHI DANKNER SHELLY BERGMAN AVRAHAM LIVNAT RUTH MANOR By: Clal Industries and Investments LTD. By: (SIGNED) /s/ [Guy Rosen], /s/ [Boaz Simons] [Guy Rosen] and [Boaz Simons], authorized signatories of Clal Industries and Investments Ltd. for itself and on behalf of Clal Electronics Industries Ltd., Clal Industries and Investments Ltd., Koor Industries Ltd., Discount Investment Corporation Ltd., IDB Development Corporation Ltd., Badal Securities Ltd., Nochi Dankner, Shelly Bergman, Avraham Livnat and Ruth Manor pursuant to the agreements annexed as Exhibits 1-10 to Amendment No. 2 to the Statement Dated: November 8, 2009 17 EX-99 2 exhibit_1.txt EXHIBIT 1 October 22, 2009 To: CVIDYA NETWORKS, INC. CVIDYA ACQUISITION LTD. (collectively, the "PURCHASERS") Dear Gentlemen: RE: VOTING UNDERTAKING RECITALS: A. The undersigned (the "SHAREHOLDER"), is the sole owner, beneficial and of record, of _________ Ordinary Shares, NIS 0.04 par value per share, of ECtel Ltd., an Israeli company (the "SHAREHOLDER SHARES", the "COMPANY SHARES" and the "COMPANY", respectively). B. Concurrently with the execution of this Undertaking, the Company and the Purchasers are entering into that certain Agreement and Plan of Merger, providing for, among other things, the merger of cVidya Acquisition Ltd. with and into the Company (the "MERGER AGREEMENT"). C. As a material inducement to the willingness of the Purchasers to enter into the Merger Agreement and to consummate the transactions set forth therein, the Shareholder has agreed to enter into this Undertaking. 1. VOTING UNDERTAKING. 1.1. Prior to the Closing, and unless the Merger Agreement is terminated pursuant to Section 8.1 thereof, the Shareholder hereby agrees, at any annual, extraordinary, or special meeting of the shareholders of the Company (including without limitation the meeting called to approve the Merger Agreement), and at any postponement(s) or adjournment(s) thereof, or pursuant to any consent in lieu of a meeting or otherwise (the "MEETING"), to vote (or cause to be voted) all Shareholder Shares and all of the Company Shares the Shareholder now or hereafter owns or controls, whether beneficially or otherwise held by it (including as a result of exercise of the options or other securities or rights convertible, exercisable or exchangeable into Company Shares or otherwise) (collectively, the "SHARES") in the following manner: (i) in favor of the Merger Agreement and the approval of the terms thereof and each of the transactions contemplated thereby, and any actions required in furtherance thereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; (iii) against any Alternative Transaction Proposal (as defined in the Merger Agreement); and (iv) against any other action involving the Company or its subsidiaries which is intended, or is reasonably expected, to impede, interfere with, delay, postpone, or adversely affect the consummation of the Merger Agreement and the transactions contemplated thereby. Prior to the Closing and unless the Company terminates the Merger Agreement in accordance with Section 8.1 thereof, the Shareholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of the provisions and undertakings referred to in this Section 1.1. 1.2. The Shareholder understands and acknowledges that the Purchasers are entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Undertaking. 1.3. Without derogating from any provisions to the contrary in the Merger Agreement, to the extent permitted under applicable law, the provisions of this Section 1 and the obligations hereunder shall attach to the Shares and shall be binding upon any person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Shareholder`s administrators or successors, and notwithstanding any transfer of the Shares, the transferor shall remain liable for the performance of all obligations of the Shareholder hereunder; provided however that (notwithstanding clause (i) of Section 3), the Shareholder may transfer the Shares or any part thereof to any third party, subject to such third party executing this Undertaking, in which event the Shareholder shall not remain liable for the performance of all obligations of the Shareholder hereunder with respect to such transferred Shares. 2. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER. The Shareholder hereby represents and warrants to Purchasers as follows: 2.1. The Shareholder has the full legal capacity, power and authority to execute and deliver this Undertaking and to perform the transactions contemplated hereby. This Undertaking constitutes the Shareholder's valid and legally binding obligation enforceable against it in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. 2.2. The Shareholder has the requisite corporate power and authority to execute and deliver this Undertaking and to perform and consummate the transactions contemplated hereby. The execution, delivery and performance of this Undertaking have been duly authorized by all necessary corporate action on the part of the Shareholder and no other corporate proceedings on the part of the Shareholder are necessary to authorize this Undertaking. 2.3. Subject to the information set forth in the Shareholder's Schedules 13/D filed previously with the United States Securities and Exchange Commission ("SEC"), the Shareholder has good and valid title to, and is the sole lawful owner, beneficially and of record, of all of the Shareholder Shares, which constitute the entire issued and outstanding Ordinary Shares of the Company held by the Shareholder, free and clear of any and all Encumbrances (as defined in the Merger Agreement) relating to ownership and voting. Subject to the information set forth in the Shareholder's Schedules 13/D filed previously with the United States Securities and Exchange Commission ("SEC"), the Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Undertaking, sole power of disposition and sole power to agree to all of the matters set forth in this Undertaking. The Shareholder has not sold, pledged or otherwise transferred any interests in the Shareholder Shares to any person. - 2 - 2.4. The Shareholder Shares constitute all of the shares or other securities of the Company over which any voting or dispositive power is held by the Shareholder and Shareholder does not own, beneficially or otherwise, directly or indirectly, any other share capital of, or other securities, equity or ownership interest in the Company (including, without limitation, (i) any outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other securities of the Company, or (ii) outstanding stock appreciation rights, phantom stock or similar rights). The Shareholder Shares are not subject to any shareholders agreement, voting agreements, proxies, trusts or other agreement or understandings relating to the voting or disposition thereof, which would prevent Shareholder from performing its obligations hereunder. Any proxies heretofore given in respect of the Shareholder Shares are not irrevocable, and any such proxies are or shall be revoked by the Closing. 2.5. The execution and delivery by the Shareholder of this Undertaking do not, and the consummation of the transactions contemplated hereby will not, require Shareholder to obtain or deliver any notice, consent, waiver, approval, order or authorization or permit of, or registration, declaration or filing with, or notification to, any court, administrative agency, commission, governmental or regulatory authority or any other person, that has not been, or will not be, obtained or delivered by the Closing. 2.6. The execution and delivery by the Shareholder of this Undertaking do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit, under the Articles of Association of the Company, any agreement, law, rule, regulation, order, judgment or decree applicable to the Shareholder or that apply to the Shareholder Shares or by which the Shareholder Shares are bound. 2.7. There is no suit, action, proceeding, claim or investigation, decree, order, judgment or legal proceeding of any nature, pending, or, to Shareholder's knowledge, threatened against it or the Shareholder Shares, that seeks to prevent Shareholder from executing, delivering or performing this Undertaking and the transactions contemplated hereby, or that apply to the Shareholder Shares or by which the Shareholder Shares are bound. 3. OTHER RESTRICTIONS. Unless the Merger Agreement is terminated pursuant to Section 8.1 thereof, the Shareholder shall not, directly or indirectly, and except as contemplated by or permitted by this Undertaking, (i) grant any proxies or powers of attorney, deposit any Shareholder Shares into a voting trust, enter into a voting agreement with respect to any Shareholder Shares or transfer or otherwise dispose (or aim to transfer or otherwise dispose) any Shareholder Shares; or (ii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Shareholder from performing the Shareholder's obligations under this Undertaking. 4. ADDITIONAL SHARES. In the event of any stock split (bonus shares), consolidation, share dividend (including any dividend or distribution of securities convertible into share capital), reorganization, reclassification, combination, recapitalization or other like change with respect to the Shareholder Shares occurring after the date hereof and prior to the Closing, all references in this Undertaking to specified numbers of shares and all calculations provided for that are based upon numbers affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Undertaking prior to such event. - 3 - 5. SPECIFIC ENFORCEMENT. Shareholder hereby acknowledges that monetary damages may not be a sufficient or adequate remedy for any breach or violation of any of its obligations under this Undertaking and that, in addition to any other remedy which may be available to Purchasers hereunder or in law or equity, and without any wavier or limitation with respect thereto, the Purchasers shall be entitled to seek injunctive and other equitable relief, including specific performance, with respect to any such breach or violation and to enforce specifically the terms and provisions hereof, in any court of competent jurisdiction. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. 6. FURTHER ASSURANCES. Subject to the terms of this Undertaking and any applicable law, the Shareholder, at the reasonable request of the Purchasers, shall execute and deliver, or cause to be executed and delivered, such other documents and instruments and do and perform such other actions as may be necessary or desirable for effecting the consummation of this Undertaking and the transactions contemplated hereby. 7. TERMINATION. This Undertaking shall automatically terminate upon termination of the Merger Agreement pursuant to Section 8.1 thereof, in which case this Undertaking shall forthwith become void and there shall be no liability or obligation on the part of the Purchasers or the Shareholder, or their respective employees, agents or shareholders, if applicable, except that the provisions of Section 8 and this Section 7 shall remain in full force and effect and survive any termination of this Undertaking pursuant to the terms of this Section 7. 8. GENERAL PROVISIONS. 8.1. EXPENSES. Each party shall bear its own costs and expenses incurred with respect to the negotiation, execution, delivery and performance of this Undertaking. 8.2. ENTIRE AGREEMENT. This Undertaking constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof. 8.3. AMENDMENT; WAIVER. Any term of this Undertaking may be amended and the observance of any term of this Undertaking may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Shareholder and the Purchasers, except that the Purchasers may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of Shareholder hereunder, (ii) waive any inaccuracies in the representations and warranties made by Shareholder contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the covenants, agreements or conditions for the benefit of Purchasers contained herein. 8.4. PRESS RELEASES. No party shall issue any statement or communication to any third party (other than their respective agents, partners, affiliates and representatives that are bound by confidentiality restrictions) regarding this Undertaking, its existence and content, or the transactions contemplated hereby, including, if applicable, the termination of this Undertaking and the reasons therefor, without the consent of the other parties hereto, except as required to comply with applicable legal requirements and the rules of any stock exchange and except as required in connection with the Merger Agreement and the transactions contemplated thereby. - 4 - 8.5. ASSIGNMENT. Subject to Section 1.3, neither this Undertaking, nor any rights, interests or obligations under this Undertaking may be assigned or transferred, in whole or in part, by operation of law or otherwise by the Shareholder, without the prior consent in writing of the Purchasers, and any such assignment without such prior written consent shall be null and void. Subject to the foregoing, this Undertaking shall inure to the benefit of, and be binding upon, and be enforceable by, the parties hereto and their respective successors, assigns, heirs, executors, and administrators. 8.6. GOVERNING LAW; JURISDICTION. This Undertaking shall be governed by and construed in accordance with the laws of the State of Israel, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any competent court located in Tel-Aviv-Jaffa, Israel in connection with any matter based upon or arising out of this Undertaking or the matters contemplated herein, agrees that process may be served upon it in any manner authorized by the laws of the State of Israel for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction and such process. 8.7. INTERPRETATION. When used herein: the words "include," "includes" and "including" shall be deemed in each case to be followed by the words "without limitation"; the words "herein," "hereof," "hereto" and "hereunder" and words of similar import, shall refer to this Undertaking a whole and not to any particular provision of this Agreement; the word "person(s)" shall include an individual, corporation, partnership, association, trust, enterprise or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof; the phrase "beneficial ownership" of any securities or "own" (and phrases of similar import) shall mean beneficial ownership for purposes of Rule 13d-3 under the Exchange Act (and for the purposes of Rule 13d-3(d)(1)(i) as if the right to acquire beneficial ownership of such security would have been within 60 days); the word "affiliate(s)" (and words of similar import) shall mean as set forth in Rule 405 promulgated under the Securities Act of 1933, as amended: the word "group" shall mean any group of persons acting together in the manner described in Rule 13d-5(b)(1) of the Exchange Act; and the term "Closing" shall have the meaning set forth in the Merger Agreement. Unless the context otherwise requires, words denoting the singular number only shall include the plural and vice versa. The headings in this Undertaking are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Undertaking. The recitals and exhibits form part of this Undertaking and shall have the same force and effect as if expressly set out in the body of this Undertaking, and any reference to this Undertaking shall include the exhibits hereto. 8.8. SEVERABILITY. If any provision of this Undertaking or the application thereof becomes or is declared by a court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Undertaking only with respect to such jurisdiction in which such clause or provision cannot be enforced, and the remainder of this Undertaking shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Undertaking. In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law. - 5 - 8.9. RULES OF CONSTRUCTION. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Undertaking and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 8.10. NOTICES. All notices and other communications hereunder shall be in writing and shall be shall be emailed, faxed or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 8.10.1. if to Purchasers, to: 23 Raul Wallenberg Street Ziv Buildings (Building B) Ramat Hahayal, Tel Aviv Fax No.: 972-3-644-1881 Attention: Chief Executive Officer Email address: alon.aginsky@cvidya.com with a mandatory copy to (which shall not constitute notice): Naschitz Brandes & Co. 5 Tuval Street Tel Aviv 67897 Israel Fax No: 972-3-623-5005 Email address: samir@nblaw.com aassis@nblaw.com Attention: Sharon A. Amir, Adv. Asher Assis, Adv. 8.10.2. if to Shareholder, to: _________________ with mandatory copies to (which shall not constitute notice): Meitar, Liquornik, Geva & Lesham Brandwein 16 Abba Hillel Silver Road Ramat Gan, 52506 Israel Fax No.: 972-3-610-3111 Email address: dshamgar@meitar.com Attention: Dan Shamgar, Adv. - 6 - Any notice sent in accordance with this Section 8.10 shall be effective (i) if mailed, three (3) business days after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent via email or facsimile, upon transmission and electronic confirmation of receipt (or recipient's electronic "read receipt" in case of email) or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt (or recipient's electronic "read receipt" in case of email). 8.11. COUNTERPARTS. This Undertaking may be executed in one or more counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall be considered one and the same agreement, it being understood that all parties need not sign the same counterpart. The exchange of an executed Undertaking (in counterparts or otherwise) by facsimile transmission or by electronic delivery in .pdf format or the like shall be sufficient to bind the parties to the terms and conditions of this Undertaking, as an original. - SIGNATURE PAGE FOLLOWS - - 7 - IN WITNESS WHEREOF, the undersigned caused this Voting Undertaking to be duly executed and delivered, as of this 22 day of October, 2009. [NAME OF SHAREHOLDER] By: --------------------- Name: Title: Agreed and accepted: CVIDYA NEYWEORKS, INC. By: --------------------- Name: Title: CVIDYA ACQUISITION LTD. By: --------------------- Name: Title: - 8 - -----END PRIVACY-ENHANCED MESSAGE-----