-----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, NJCiIIsWx/CD3E0d80bM2tYDyN3jYmYjoFgMk4XFQg8zvZ5YA02RhCgf5LSjTW1c KYRpdQ9BuwfyhmqR0kWt+g== 0001178913-08-001002.txt : 20080418 0001178913-08-001002.hdr.sgml : 20080418 20080418081635 ACCESSION NUMBER: 0001178913-08-001002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080418 DATE AS OF CHANGE: 20080418 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Scopus Video Networks Ltd. CENTRAL INDEX KEY: 0001342575 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81571 FILM NUMBER: 08763415 BUSINESS ADDRESS: STREET 1: 10 HA STREET 2: PARK AFEK CITY: ROSH HA-AYIN STATE: L3 ZIP: 48092 BUSINESS PHONE: 972-3-900-7777 MAIL ADDRESS: STREET 1: 10 HA STREET 2: PARK AFEK CITY: ROSH HA-AYIN STATE: L3 ZIP: 48092 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIBASE LTD CENTRAL INDEX KEY: 0001077618 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 2170 CITY: HERZLIYA ISRAEL STATE: L3 ZIP: H6120 BUSINESS PHONE: 97299709288 SC 13D/A 1 zk85131.htm AMENDMENT NO 5 TO SCHEDULE 13D SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Scopus Video Networks Ltd.
(Name of Issuer)

Ordinary Shares, Par Value NIS 1.40 Per Share
(Title of class of securities) 		M8260H 10 6
(CUSIP number)

Amir Philips
Optibase Ltd.
2 Gav Yam Center
7 Shenkar Street
Herzliya 46120, Israel
+972 (9) 970-9288
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

April 18, 2008
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13(d)-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

The information required on the reminder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and 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).

(Continued on following pages)
(Page 1 of 5 Pages)

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:

5,105,223
8 SHARED VOTING POWER:

0
9 SOLE DISPOSITIVE POWER:

5,105,223
10 SHARED DISPOSITIVE POWER:

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

5,105,223
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

36.61%
14 TYPE OF REPORTING PERSON:

CO

2

        The statement on Schedule 13D filed on January 18, 2007, relating to ordinary shares, par value NIS 1.40 per share (the “Ordinary Shares”) of Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (the “Issuer”), as amended by Amendment No. 1 filed by the Reporting Person with the Securities and Exchange Commission (the “Commission”) on May 31, 2007, Amendment No. 2 filed by the Reporting Person with the Commission on September 6, 2007, Amendment No. 3 filed by the Reporting Person with the Commission on January 2, 2008 and Amendment No. 4 filed by the Reporting Person with the Commission on January 29, 2008 (the statement on Schedule 13D, as amended, is referred to herein as “Schedule 13D”), is hereby further amended as set forth below by this Amendment No. 5.

        Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of Schedule 13D is hereby amended and restated as follows:

        From June 2006 through October 2006, the Reporting Person held discussions with members of the Issuer’s management and board of directors to discuss a possible negotiated business transaction with the Issuer. While, as previously reported, the parties resumed such discussions with respect to a possible negotiated asset transaction, such discussions have been recently suspended. The Reporting Person reserves the right to continue discussions with the Issuer’s board of directors, management and/or representatives with respect to a possible negotiated business transaction.

        On April 18, 2008, the Reporting Person issued a letter to the Issuer pursuant to Section 63(b)(2) of the Israeli Companies Law of 1999, requiring the Issuer to convene a meeting of its shareholders to approve a resolution to amend the Articles of Association of the Issuer in order to restructure the board of directors of the Issuer and to elect several directors to the board of directors of the Issuer. A copy of the letter is filed as Exhibit 99.6 to this Amendment No. 5.

        Except as set forth in this Item 4, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the persons set forth on Annex A, has any present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person specifically reserves the right to adopt and pursue one or more such plans, and to make such proposals, at any time and from time to time in the future.

        The Reporting Person intends to monitor the Issuer’s business, operating results and financial position and depending on market conditions and its continuing evaluation of the business and prospects of the Issuer and other factors, the Reporting Person may dispose of or acquire additional securities of the Issuer.

        In addition, subject to applicable law, the Reporting Person specifically reserves the right to discuss with other shareholders and the Issuer matters that may be of common concern.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated as follows:

        (a) Optibase is the direct beneficial owner of 5,105,223 Ordinary Shares or approximately 36.61% of the outstanding Ordinary Shares of the Issuer (based on information provided in Item 7A. of the Issuer’s Annual Report on From 20-F filed with the Commission on April 14, 2008, there were 13,943,526 Ordinary Shares outstanding as of March 31, 2008). Other than as described above, to the best knowledge of the Reporting Person, none of the persons set forth on Annex A beneficially owns any securities of the Issuer.

        (b) Optibase has sole voting and dispositive power with respect 5,105,223 Ordinary Shares beneficially owned by it.

        (c) The Reporting Person hasn’t effected any transaction in the Ordinary Shares during the past 60 days.

        (d) Not applicable.

        (e) Not applicable.

3

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended and restated as follows:

Exhibit Number Description

99.1 Letter dated May 31, 2007 from the Reporting Person to the Issuer*
99.2 Letter dated September 5, 2007 from the Reporting Person to the Issuer **
99.3 Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto. ***
99.4 Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto. ***
99.5 Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto. ***
99.6 Letter dated April 18, 2008 from the Reporting Person to the Issuer

* Previously filed with Amendment No. 1.
** Previously filed with Amendment No. 2.
*** Previously filed with Amendment No. 3.

4

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.

OPTIBASE LTD.


By: /s/ Amir Philips
——————————————
Amir Philips
Chief Financial Officer

April 18, 2008

5

 EX-99 2 exhibit_99-6.htm LETTER DATED APRIL 18, 2008 FROM THE REPORTING PERSON TO THE ISSUER SC 13D/A

Exhibit 99.6

Optibase Ltd.
2 Gav Yam Center
7 Shenkar Street
Herzliya 46120, Israel

April 18, 2008

BY EMAIL, FACSIMILE (03-9007888) AND REGISTERED MAIL

Mr. David Mahlab, Chairman of the Board
Scopus Video Networks Ltd.
10 Ha'amal St., Park Afek
Rosh Ha'ayin 48092, Israel

Dear Mr. Mahlab:

We hereby request, pursuant to Section 63(b)(2) of the Companies Law 1999 (the “Law”), that Scopus Video Networks Ltd. (“Scopus”) shall assemble a General Meeting of its shareholders at which shareholders will be requested to vote on the following proposals:

  1. Amendments to Scopus' articles of association in accordance with the proposal attached hereto as Appendix A.

  2. Subject to the approval of resolution 1 above, to appoint the following nominees to serve as directors of Scopus: Shlomo (Tom) Wyler, Alex Hilman, Yaron Simler, Orit Leitman and Tali Yaron-Eldar. Following the election of the proposed nominations, the board of directors of Scopus shall be comprised of 7 members, to include the existing external directors who shall continue their service pursuant to their term and the 5 nominees named herein.

As of the date of this letter, Optibase is a holder of record of ordinary shares of Scopus entitled to vote at the General Meeting and intends to appear in person or by proxy at such meeting. There are no arrangements or understandings between Optibase and any other person in connection with the above proposals. All information required under the Law to be provided is so provided herein. Please be advised that pursuant to Section 63(c) of the Law, the board of directors is required to call the meeting within 21 days of the date hereof.

We believe that the ability to elect directors is the single most important use of the shareholder franchise. Accordingly, directors should be accountable to shareholders on an annual basis. The election of directors by classes, for three-year terms, in our opinion, minimizes accountability and precludes the full exercise of the rights of shareholders to approve or disapprove annually the performance of a director or directors. We believe that Scopus’ financial performance is linked to its corporate governance policies and procedures, and the level of management accountability they impose.

Sincerely,

OPTIBASE LTD.

By: /s/ Amir Philips
——————————————
Amir Philips
Chief Financial Officer

Appendix A

“RESOLVED, to amend Article 1 of the Articles of Association of Scopus to delete the definition “Supermajority Vote”; further

RESOLVED, to amend Articles 46 to 52 of the Articles of Association of Scopus to read as follows:

46. The number of directors in the Company shall be not less than three (3) nor more than seven (7) including the External Directors, unless the general meeting otherwise resolves.

47. The directors shall be elected at each Annual Meeting by a Simple Majority and shall hold office until the end of the next Annual Meeting and so long as an Annual Meeting is not convened, unless their office is vacated prior thereto in accordance with the provisions of these Articles and the Law. This Article shall not apply to the election and tenure of External Directors, in respect of whom the provisions of the Law shall apply.

48. Should a director cease serving (the “Retiring Director”), the remaining directors may continue to act, provided that their number shall be not less than the minimal number mentioned under Article 46 above. In the event the number of directors is less than the minimal number, the directors can act to appoint directors in place of the Retiring Director(s) so the number of directors in office shall be equal to the minimal number mentioned under Article 46 above or alternatively can act to call a Special Meeting to elect directors. The appointment of a director by the Board shall be in effect until the Next Annual Meeting or until he or she shall cease serving in office pursuant to the provisions of these Articles. The Board may not fill a vacancy created by the failure of a general meeting to elect the number of new directors that were scheduled to be elected at such meeting.

49. The term of office of a director shall commence on the date of such director’s appointment by the general meeting or by the Board or on a later date, should such date be determined in the resolution of appointment of the general meeting or of the board.

50-52. Reserved.”

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