0001178913-13-001026.txt : 20130408 0001178913-13-001026.hdr.sgml : 20130408 20130408091941 ACCESSION NUMBER: 0001178913-13-001026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130408 DATE AS OF CHANGE: 20130408 GROUP MEMBERS: NAVA ZISAPEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADWARE LTD CENTRAL INDEX KEY: 0001094366 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58369 FILM NUMBER: 13747462 BUSINESS ADDRESS: STREET 1: 22 RAOUL WALLENBERG STREET CITY: TEL AVIV STATE: L3 ZIP: 69710 MAIL ADDRESS: STREET 1: 575 CORPORATE DR STREET 2: LOBBY 2 CITY: MAHWAH STATE: NJ ZIP: 07430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZISAPEL YEHUDA CENTRAL INDEX KEY: 0001218756 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 24 RAOUL WALLENBERG ST CITY: TEL-AVIV ISRAEL STATE: L3 ZIP: 69719 SC 13D/A 1 zk1312921.htm SC 13D/A zk1312921.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549

SCHEDULE 13D
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
 
Radware Ltd.
(Name of Issuer)
 
Common Stock, par value $0.1
 (Title of Class of Securities)
 
M81873107
 (CUSIP Number)
 
Yehuda Zisapel
24 Raoul Wallenberg
Tel Aviv 69719, Israel
972-3-645-5522

and

Nava Zisapel
127 Habarzel Street
Tel Aviv 69710 Israel
972-3-7684907
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 10, 2013
 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
 
* 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 (“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).
 
 
 
 
 
13D
 
CUSIP No. M81873107
Page 1 of 6 Pages
 
1
NAMES OF REPORTING PERSONS
 
Yehuda Zisapel
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See instructions)
 
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israeli
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 7 SOLE VOTING POWER
 
1,156,690
8
SHARED VOTING POWER
 
306,627
9 SOLE DISPOSITIVE POWER
 
1,156,690
10 SHARED DISPOSITIVE POWER
 
306,627
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,463,317
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%*
14 TYPE OF REPORTING PERSON (See instructions)
 
IN
 
*
Based on 22,414,709 ordinary shares outstanding as of March 10, 2013.  In addition, the 3,801 shares issuable upon exercise of options held by Mr. Zispael were also taken into account.
 
 
 
 
 
13D
 
CUSIP No. M81873107
Page 2 of 6 Pages
 
1
NAMES OF REPORTING PERSONS
 
Nava Zisapel
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) x
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)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israeli
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 7 SOLE VOTING POWER
 
1,252,621
8
SHARED VOTING POWER
 
306,627
9 SOLE DISPOSITIVE POWER
 
1,252,621
10 SHARED DISPOSITIVE POWER
 
306,627
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,559,248
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%*
14 TYPE OF REPORTING PERSON (See instructions)
 
IN
 
*
Based on 22,414,709 ordinary shares outstanding as of March 10, 2013.
 
 
 
 
 
This Amendment No. 2 amends and supplements the Statement on Schedule 13D (as amended, the “Statement”) filed on March 16, 2009, as amended and supplemented by Amendment No. 1 thereto filed on February 17, 2011 in respect of the ordinary shares, par value NIS .10 per share (hereinafter referred to as “Ordinary Shares”) of Radware Ltd., a company organized under the laws of the State of Israel (the “Company”).
 
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Statement.
 
Item 2. Identity and Background.
 
Item 2 of the Statement is hereby amended and restated in its entirety as follows:
 
(a)—(f) This statement is a joint filing by Mr. Yehuda Zisapel and Ms. Nava Zisapel (each a “Reporting Person” and together the “Reporting Persons”).
 
Mr. Yehuda Zisapel is married to Ms. Nava Zisapel.  His business address is 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel.  His present principal occupation is serving as co-founder, director and chairman of the board of directors of the Company and several other companies.  In addition, Mr. Zisapel serves as a director of Radware Inc. and other subsidiaries of the Company. Mr. Zisapel is also a founder and a director of RAD Data Communications Ltd., a worldwide data communications company headquartered in Israel, and BYNET Data Communications Ltd., a distributor of data communications products in Israel and serves as a director of other companies in the RAD-Bynet Group. Mr. Zisapel is an Israeli citizen.  During the last five (5) years Mr. Zisapel has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
 
Ms. Nava Zisapel is an Israeli citizen. Her business address is 27 Habarzel Street, Tel-Aviv 69710 Israel.  Her present principal occupation is Founder,  Chief Science Officer  and Managing Director of Neurim Pharmaceuticals (1991) Ltd., an Israel-based  private drug discovery and development pharmaceuticals company,and a Professor of Neurobiology at Tel-Aviv University.  Ms. Zisapel serves as a director in RAD Biomed Accelerator Incubator Ltd., an incubator funded partly by the Israel Ministry of Industry, Trade and Labor (MOITAL) Chief Scientist office supporting biotech and medical device projects, as well as in several holdings and real estate and biotech companies.   During the last five (5) years Ms. Zisapel has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
 
Item 3. Source and Amount of Funds or Other Consideration
 
Item 3 of the Statement is hereby amended and supplemented by the addition of the following paragraph.
 
All Ordinary Shares held directly by Ms. Zisapel were transferred to Ms. Zisapel by Mr. Zisapel pursuant to an agreement dated January 10, 2013.  Additionally, on December 31, 2012, Mr. Zisapel transferred to Ms. Zisapel a 50% stake in Carm-AD Ltd and a 50% stake in Bynet Data Communications, which as noted below in Item 5, are the direct or  indirect owners of certain Ordinary Shares. Mr. Zisapel did not receive any consideration from Ms. Zisapel in exchange for these transfers of shares.
 
Item 4. Purpose of Transaction
 
Item 4 of the Statement is hereby amended and supplemented by the addition of the following paragraph.
 
Ms. Zisapel acquired beneficial ownership of the Ordinary Shares to which this Statement relates for investment purposes.  Ms. Zisapel does not currently have any plan or proposal, which relates to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D.
 
Item 5.  Interest in Securities of the Issuer
 
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
 
The percentages of Ordinary Shares outstanding set forth in this Statement are calculated based upon a total of 22,714,709 Ordinary Shares outstanding as of March 10, 2013, as reported on the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission by the Company for the fiscal year ended  December 31, 2012.  When calculating the percentage of outstanding shares held by Yehuda Zisapel, the 3,801 shares issuable upon exercise of the options exercisable as of April 8, 2013 or within 60 days thereafter are also taken into account.
 
(a) Yehuda Zisapel is the beneficial owner of 1,463,317 Ordinary Shares, which constitute approximately 6.53% of the outstanding Ordinary Shares.  Of the Ordinary Shares beneficially held by Mr. Zisapel, (i) 1,152,889 are held directly by Mr. Zisapel; (ii) 3,801 are issuable upon the exercise of options that are exercisable as of April 8, 2013 or within 60 days thereafter; (iii) 261,233 are held of record by Carm-AD Ltd., an Israeli company owned 50% by Mr. Zisapel (and 50% by Nava Zisapel); and (iv) 45,394 are held of Record by Radbit Computers Inc. which is indirectly held 50% by Mr. Zisapel due to Mr. Zisapel’s 50% ownership stake in Bynet Data Communications, the 100% owner of Radbit Computers Inc.
 
 
Page 3 of 6 Pages
 
 
Nava Zisapel is the beneficial owner of 1,559,248 Ordinary Shares, which constitute approximately 6.96% of the outstanding Ordinary Shares. Of the Ordinary Shares beneficially held by Ms. Zisapel, (i) 1,252,621 are held directly by Ms. Zisapel; (ii) 261,233 are held of record by Carm-AD Ltd., an Israeli company owned 50% by Ms. Zisapel (and 50% by Yehuda Zisapel); and (iii) 45,394 are held of Record by Radbit Computers Inc. which is indirectly held 50% by Ms. Zisapel due to Ms. Zisapel’s 50% ownership stake in Bynet Data Communications, the 100% owner of Radbit Computers Inc.
 
Each of the Reporting Persons disclaims beneficial ownership of the Ordinary Shares held by the other Reporting Person.
 
(b) Subject the agreement described below in Item 6, (i) Yehuda Zisapel has sole power to vote or direct the vote and to dispose or direct the disposition of 1,156,690 Ordinary Shares; (ii) Nava Zisapel has sole power to vote or direct the vote and to dispose or direct the disposition of 1,252,621 Ordinary Shares, and (iii) Yehuda and Nava Zisapel share the power to vote or direct the vote and to dispose or direct the disposition of 306,627 Ordinary Shares.
 
(c) All Ordinary Shares held directly by Ms. Zisapel were transferred to Ms. Zisapel by Mr. Zisapel pursuant to an agreement dated January 10, 2013.  Additionally, on December 31, 2012, Mr. Zisapel transferred to Ms. Zisapel a 50% stake in Carm-AD Ltd and a 50% stake in Bynet Data Communications, which as noted above in Item 5(a), are the direct or  indirect owners of certain Ordinary Shares. Mr. Zisapel did not receive any consideration from Ms. Zisapel in exchange for these transfers of shares.
 
The following table sets forth all the transactions effected by the Reporting Persons during the past 60 days. All of these transactions were open market sales effected on the NASDAQ Global Select Market.
 
Reporting Person
Sale or Purchase
Date of Sale
Number of Ordinary Shares Sold / Purchased
Price Per Share
Yehuda and Nava Zisapel through Carm-AD Ltd.
Sale
February 2, 2013
33,767
$36.51
Yehuda Zisapel
Sale
February 2, 2013
97,258
$36.50
Yehuda Zisapel
Sale
February 27, 2013
1,375
$36.50
Yehuda Zisapel
Sale
February 28, 2013
1,100
$36.70
 
(d) No persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above.
 
(e) Not applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and restated in its entirety as follows:
 
Pursuant to an agreement between the Reporting Persons, each of the Reporting Persons agreed that: (i) they will only sell shares in the Company following consultation with professionals to ensure compliance with applicable law; (ii) they will update each other on their respective sales; (iii) they will cooperate with respect to sales of shares to take into account, to the extent appropriate, the interests of the Company; and (iv) they each have a right to tag along to off-market sales of the other on a pro rata basis.  This agreement relates to shares held directly or indirectly by the Reporting Persons.  Notwithstanding the foregoing, nothing in this Statement shall be construed as an admission that the Reporting Persons constitute a group for purposes of Section 13(d) of the Act or that either Reporting Person is the beneficial owner of any of the securities held by the other Reporting Person.
 
 
Page 4 of 6 Pages
 
 
Item 7. Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and restated in its entirety as follows:
 
99.1. Agreement between Reporting Persons regarding filing of joint Schedule 13D.
 
99.2. Agreement between the Reporting Persons described in Item 6 of this Statement.
 
 
Page 5 of 6 Pages
 
 
SIGNATURES
 
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
 
Date: April 8, 2013
 
 
/s/ Yehuda Zisapel
Yehuda Zisapel
 
Date: April 8, 2013
 
 
/s/ Nava Zisapel
Nava Zisapel
 
Page 6 of 6 Pages
 EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 exhibit_99-1.htm
Exhibit 99.1

Joint Filing Statement

The undersigned agree as follows:

(i) the attached Schedule 13D is filed on behalf of each of them; and

(ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: April 8, 2013
 
 
/s/ Yehuda Zisapel
Yehuda Zisapel
 
Date: April 8, 2013
 
 
/s/ Nava Zisapel
Nava Zisapel
 
 
 
 EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2 exhibit_99-2.htm
Exhibit 99.2
 
AGREEMENT
 
This Agreement is entered into in Tel-Aviv on March 18, 2013 between Yehuda Zisapel, I.D. No. 07146053 of 15, Elyahu Miferera Street Tel Aviv, Israel  (“Yehuda”) and Nava Zisapel I.D. No. 07070121 . of 15, Elyahu Miferera Street Tel Aviv, Israel  (“Nava”).

WHEREAS Yehuda has transferred recently to Nava Shares in RADWARE Ltd. and Ceragon Networks Ltd. (the “Shares in the Traded Companies”); and

WHEREAS Yehuda and Nava would like to coordinate their disposition of the Shares in the Traded Companies;

NOW THEREFORE, in consideration of the above premises and the mutual obligations stipulated hereunder, the parties covenant, declare and agree as follows:
 
 
1.
Nava declares that she is aware that there may be restrictions and regulatory limitations according to the appropriate law on part or all of Yehuda’s holdings in the Traded Companies; and she further declares that she acknowledges and agrees that such restrictions and limitations will apply also to her subject to applicable law and the limitations under the appropriate law. The Parties undertake and agree that sale of Shares in the Traded Companies will be done only after approval of Yossi Elihav, C.P.A (the “Accountant”) or the general counsel of the relevant Traded Company. The Parties agree to update each other on the intention to sell any or all of the Shares in the Traded Companies, including the amount of Shares and the price per share.

 
2.
The Parties undertake to act in coordination each time one of them will want to sell any of his/her shares in the Traded Companies in order to take into account, to the extent appropriate, the interests of the Traded Companies.

 
3.
TAG ALONG: If one of the Parties will be interested to sell any of his/her shares in the Traded Companies not in the framework of the regular trade in the exchange (in this section : the “Selling Party”), he/she hereby undertakes to notify the other party in writing at least seven (7) days in advance of such transaction of the possibility to sell shares as aforementioned, all so that in the framework of such a transaction the other Party may, but is not obligated, to notify in writing within said seven days if he/she is interested in selling shares of the relevant Traded Company at the same time, the same quantity and under the same terms. In the event that the other Party will not be able to sell the same amount of shares, the Parties will sell the maximum amount of shares available for sale in that transaction, divided pro rata between them, according to the holdings of each of them on the date that is designated for the execution of said transaction. In the event that the other Party did not respond within said seven days, the selling Party will be entitled to sell his/her shares without the limitations provided for in this Section 3.

Executed in Tel-Aviv on March 18, 2013
 
/s/ Yehuda Zisapel
Yehuda Zisapel  
/s/ Nava Zisapel
Nava Zisapel