sc13dza

0000950149-08-000095.txt : 20080925 0000950149-08-000095.hdr.sgml : 20080925 20080925172454 ACCESSION NUMBER: 0000950149-08-000095 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080925 DATE AS OF CHANGE: 20080925 GROUP MEMBERS: ALEXANDER R. SLUSKY GROUP MEMBERS: VECTOR CAPITAL III LP GROUP MEMBERS: VECTOR CAPITAL IV LP GROUP MEMBERS: VECTOR CAPITAL PARTNERS III LLC GROUP MEMBERS: VECTOR CAPITAL PARTNERS IV LLC GROUP MEMBERS: VECTOR ENTREPRENEUR FUND III LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALADDIN KNOWLEDGE SYSTEMS LTD CENTRAL INDEX KEY: 0000911364 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47857 FILM NUMBER: 081089416 BUSINESS ADDRESS: STREET 1: 15 BEIT IVED ST CITY: TEL AVIV ISRAEL STATE: L5 ZIP: 61110 BUSINESS PHONE: 9725375795 MAIL ADDRESS: STREET 1: 15 BOT OVED ST CITY: TEL AVIV STATE: L3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jasmine Holdco LLC CENTRAL INDEX KEY: 0001442370 IRS NUMBER: 263123983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 456 MONTGOMERY STREET STREET 2: 19TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-293-5000 MAIL ADDRESS: STREET 1: 456 MONTGOMERY STREET STREET 2: 19TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 f43955sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

ALADDIN KNOWLEDGE SYSTEMS LTD.

(Name of Issuer)

Ordinary Shares, nominal value 0.01 New Israeli Shekels per Share
(Title of Class of Securities)

M0392N101
(CUSIP Number)

Jasmine Holdco LLC
Vector Capital III, L.P.
Vector Entrepreneur Fund III, L.P.
Vector Capital IV, L.P.
Vector Capital Partners III, L.L.C.
Vector Capital Partners IV, L.L.C.
Alexander R. Slusky
c/o Vector Capital Corporation
456 Montgomery Street, 19^th Floor
San Francisco, CA 94104
Telephone: (415) 293-5000
Attn: David Baylor

with a copy to:

Michael J. Kennedy / Steve L. Camahort
O’Melveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, CA 94111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 25, 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 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).


CUSIP No.		9441105 10 8

NAMES OF REPORTING PERSONS

Jasmine Holdco LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,967,464 shares of Ordinary Shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,967,464 shares of Ordinary Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,967,464 shares of Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.17%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		9441105 10 8

NAMES OF REPORTING PERSONS

Vector Capital III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

944,383 shares of Ordinary Shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

944,383 shares of Ordinary Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

944,383 shares of Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		9441105 10 8

NAMES OF REPORTING PERSONS

Vector Entrepreneur Fund III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

39,349 shares of Ordinary Shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

39,349 shares of Ordinary Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39,349 shares of Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.28%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		9441105 10 8

NAMES OF REPORTING PERSONS

Vector Capital IV, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

983,732 shares of Ordinary Shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

983,732 shares of Ordinary Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

983,732 shares of Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.09%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		9441105 10 8

NAMES OF REPORTING PERSONS

Vector Capital Partners III, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

983,732 shares of Ordinary Shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

983,732 shares of Ordinary Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

983,732 shares of Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.09%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		9441105 10 8

NAMES OF REPORTING PERSONS

Vector Capital Partners IV, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

983,732 shares of Ordinary Shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

983,732 shares of Ordinary Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

983,732 shares of Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.09%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		9441105 10 8

NAMES OF REPORTING PERSONS

Alexander R. Slusky

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,967,464 shares of Ordinary Shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,967,464 shares of Ordinary Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,967,464 shares of Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.17%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

This Amendment No. 6 (this “Amendment No. 6”) to the Schedule 13D filed with the Securities and Exchange Commission on behalf of Jasmine Holdco LLC, a Delaware limited liability company (“Jasmine”), Vector Capital III, L.P., a Delaware limited partnership (“VC III LP”), Vector Entrepreneur Fund III, L.P., a Delaware limited partnership (“VEF III LP”), Vector Capital IV, L.P., a Delaware limited partnership (“VC IV LP”), Vector Capital Partners III, L.L.C., a Delaware limited liability company (“VCP III LLC”), Vector Capital Partners IV, L.L.C., a Delaware limited liability company (“VCP IV LLC”, and together with VC III LP, VEF III LP, VC IV LP and VCP III LLC, “Vector”), and Alexander R. Slusky, an individual (“Mr. Slusky” and, together with Jasmine and Vector, the “Reporting Persons”) on August 7, 2008, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on August 13, 2008, Amendment No. 2 to Schedule 13D filed by the Reporting Persons on August 21, 2008, Amendment No. 3 to Schedule 13D filed by the Reporting Persons on August 29, 2008, Amendment No. 4 to Schedule 13D filed by the Reporting Persons on September 2, 2008 and Amendment No. 5 to Schedule 13D filed by the Reporting Persons on September 17, 2008 (together, the “Schedule 13D”) is being filed pursuant to Rule 13d-2 of the Securities Exchange Act, as amended, on behalf of the Reporting Persons to amend certain information previously reported by the Reporting Persons in the Schedule 13D by adding the information set forth below to the items indicated. Unless otherwise stated herein, all capitalized terms used in this Amendment No. 6 have the same meanings as those set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended and restated in its entirely as follows:

The net investment cost (including commissions, if any) of the shares of Ordinary Shares beneficially owned by the Reporting Persons is $20,558,871.18. The source of funds for this consideration was the available capital of Vector, which may, at any given time, include margin loans made by brokerage firms or unsecured borrowings under a working capital credit line, each in the ordinary course of business.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the second paragraph:

“On September 25, 2008, Jasmine and the Company entered into a letter agreement pursuant to which Jasmine agreed, subject to the terms and conditions therein, to withdraw the demand for an extraordinary general meeting of the shareholders of the Company that it submitted on August 28, 2008 (the “EGM Letter Agreement”). The EGM Letter Agreement is attached hereto as Exhibit 5 and incorporated herein by reference. Jasmine issued a press release on September 25, 2008 announcing the execution of the EGM Letter Agreement. The press release is attached hereto as Exhibit 6 and incorporated herein by reference.”

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is amended and restated in its entirety as follows:

The shares of Ordinary Shares reported herein were initially acquired by VC III LP and subsequently contributed by VC III LP to Jasmine as a capital contribution. Pursuant to Vector’s internal arrangements, the membership interest in Jasmine held by VC III LP and a proportional interest in the shares of Ordinary Shares held by Jasmine are allocated among VC III LP, VC IV LP and VEF III LP (each, a “Vector Fund” and, collectively, the “Vector Funds”) as follows: (i) VC III LP holds 48%; (ii) VC IV LP holds 50%; and (iii) VEF III LP holds 2%. Under this arrangement, none of VC III LP, VC IV LP or VEF III LP shares with any other Vector Fund any power to vote or direct the vote, or power to dispose or to direct the disposition of, any shares of Ordinary Shares to which it is allocated. Accordingly, each Vector Fund only beneficially owns the shares of Ordinary Shares to which it is allocated under Vector’s internal arrangements.

As of the date hereof, the Reporting Persons have the following interest in the securities of the Company:

	(i)		Jasmine beneficially owns 1,967,464 shares of the Company’s Ordinary Shares, making it the beneficial owner of 14.17% of the Company’s Ordinary Shares.

	(i)		VC III LP beneficially owns 944,383 shares of the Company’s Ordinary Shares, making it the beneficial owner of 6.8% of the Company’s Ordinary Shares.

	(ii)		VEF III LP beneficially owns 39,349 shares of the Company’s Ordinary Shares, making it the beneficial owner of 0.28% of the Company’s Ordinary Shares.

	(iii)		VC IV LP beneficially owns 983,732 shares of the Company’s Ordinary Shares, making it the beneficial owner of 7.09% of the Company’s Ordinary Shares.

	(iv)		VCP III LLC beneficially owns 983,732 shares of the Company’s Ordinary Shares, making it the beneficial owner of 7.09% of the Company’s Ordinary Shares.

	(v)		VCP IV LLC beneficially owns 983,732 shares of the Company’s Ordinary Shares, making it the beneficial owner of 7.09% of the Company’s Ordinary Shares.

	(vi)		Mr. Slusky beneficially owns 1,967,464 shares of the Company’s Ordinary Shares, making him the beneficial owner of 14.17% of the Company’s Ordinary Shares.

Item 5(b) of the Schedule 13D is amended and restated in its entirety as follows:

(b)

The table below sets forth for the Reporting Persons the number of shares of Ordinary Shares for which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, or sole or shared power to dispose or to direct the disposition.


			VC III		VEF III				VCP III		VCP IV
	Jasmine		LP		LP		VC IV LP		LLC		LLC		Mr. Slusky
Sole Power to Vote/Direct Vote		0		0		0		0		0		0		0

Shared Power to Vote/Direct Vote		1,967,464		944,383		39,349		983,732		983,732		983,732		1,967,464

Sole Power to Dispose/Direct Disposition		0		0		0		0		0		0		0

Shared Power to Dispose/Direct Disposition		1,967,464		944,383		39,349		983,732		983,732		983,732		1,967,464

Item 5(c) of the Schedule 13D is amended and restated in its entirety as follows:

(c)

There have been no purchases or sales of the Company’s Ordinary Shares by any of the Reporting Persons within the last sixty days, except for the purchases of the Company’s Ordinary Shares by VC III LP on the open market as indicated in the table below, which table sets forth the date of each transaction, the number of shares purchased in each transaction and the purchase price per share for the shares purchased in each transaction:


	Number of Shares		Purchase Price per
Date	Purchased		Share
July 18, 2008		100,000	$	9.4384
July 21, 2008		373,300	$	9.3839
July 22, 2008		191,700	$	9.5310
July 24, 2008		15,000	$	9.1600
July 28, 2008		270,500	$	9.8193
July 29, 2008		24,500	$	10.2225
July 31, 2008		154,000	$	8.8200
August 1, 2008		21,000	$	8.8664
August 4, 2008		12,500	$	9.2499


	Number of Shares		Purchase Price per
Date	Purchased		Share
August 5, 2008		55,900	$	9.3649
August 6, 2008		5,800	$	9.3604
August 7, 2008		45,100	$	9.4448
August 8, 2008		71,000	$	10.0825
August 11, 2008		56,700	$	10.6798
August 12, 2008		16,600	$	11.0393
August 14, 2008		5,200	$	11.0000
August 29, 2008		198,300	$	12.4500
September 2, 2008		131,300	$	12.6441
September 2, 2008		5,000	$	12.6000
September 3, 2008		19,900	$	12.6774
September 3, 2008		1,400	$	12.6267
September 4, 2008		32,000	$	13.0202
September 4, 2008		164	$	12.7248
September 5, 2008		26,500	$	13.0000
September 8, 2008		9,700	$	13.0000
September 10, 2008		10,500	$	12.9775
September 11, 2008		4,100	$	13.0000
September 15, 2008		34,000	$	13.0000
September 16, 2008		15,600	$	13.0000
September 17, 2008		34,900	$	13.0915
September 18, 2008		25,300	$	13.1767

Item 7. Material to Be Filed as Exhibits.

Item 7 is hereby supplemented as set forth below:

	5		Letter Agreement, dated September 25, 2008, between Jasmine Holdco LLC and Aladdin Knowledge Systems Ltd.

	6		Press Release, dated September 25, 2008.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 25, 2008


		JASMINE HOLDCO LLC

		By:		/s/ Alexander R. Slusky
		Name:		Alexander R. Slusky
		Title:		President and Chief Executive Officer

		VECTOR CAPITAL III, L.P.

		By: Vector Capital Partners III, L.L.C., its General Partner

		By:		/s/ Alexander R. Slusky

		Name:		Alexander R. Slusky
		Title:		Managing Member

		VECTOR ENTREPRENEUR FUND III, L.P.

		By: Vector Capital Partners III, L.L.C., its General Partner

		By:		/s/ Alexander R. Slusky

		Name:		Alexander R. Slusky
		Title:		Managing Member

		VECTOR CAPITAL IV, L.P.

		By: Vector Capital Partners IV, L.L.C., its General Partner

		By:		/s/ Alexander R. Slusky

		Name:		Alexander R. Slusky
		Title:		Managing Member

		VECTOR CAPITAL PARTNERS III, L.L.C.

		By:		/s/ Alexander R. Slusky

		Name:		Alexander R. Slusky
		Title:		Managing Member

		VECTOR CAPITAL PARTNERS IV, L.L.C.

		By:		/s/ Alexander R. Slusky

		Name:		Alexander R. Slusky
		Title:		Managing Member

		ALEXANDER R. SLUSKY

		By:		/s/ Alexander R. Slusky

				Alexander R. Slusky

INDEX TO EXHIBITS


Exhibit
Number		Document

1		Joint Filing Agreement dated August 7, 2008, by and among Jasmine Holdco LLC, Vector Capital III, L.P., Vector Entrepreneur Fund III, L.P., Vector Capital IV, L.P., Vector Capital Partners III, L.L.C., Vector Capital Partners IV, L.L.C. and Alexander R. Slusky.

2		Press Release, dated August 21, 2008.

3		Letter from Jasmine Holdco LLC to the Chairman of the Board of Directors of Aladdin Knowledge Systems Ltd., dated August 28, 2008.

4		Press Release, dated August 28, 2008.

5		Letter Agreement, dated September 25, 2008, between Jasmine Holdco LLC and Aladdin Knowledge Systems Ltd.

6		Press Release, dated September 25, 2008.

EX-99.5 2 f43955exv99w5.htm EXHIBIT 5 exv99w5

- 1 -

September 25, 2008

Aladdin Knowledge Systems Ltd. (“Aladdin”)
c/o Mr. Jacob (Yanki) Margalit, Chairman of the Board
35 Effal Street
Kiryat Arie, Petah Tikva 49511
Israel

Dear Members of the Board of Directors:

We are pleased that we have had amicable and productive discussions over the last two days, and that we have now agreed on a fair basis upon which to continue our discussions.

In order to facilitate these discussions, we understand that it will be beneficial to all parties for Jasmine to withdraw its request to call a shareholder meeting at this time. We are willing to take this step in accordance with the terms of this letter agreement, and I am writing to set forth our mutual understandings.

EGM.

	1.1.		Immediately following Aladdin’s execution of this letter agreement and a confidentiality agreement with Aladdin (the “Confidentiality Agreement”), Jasmine will withdraw the demand for an EGM that it submitted on August 28. Subject to continued compliance with both such agreements, Jasmine will refrain from submitting a new EGM demand until October 30, 2008 (the “Standstill Period”).

	1.2.		Provided that Jasmine continues to hold at least 5% of the outstanding shares of Aladdin, Jasmine may submit a new demand for an EGM. If Jasmine submits such a new demand for an EGM at any time on or prior to November 6, 2008, Aladdin will issue a notice to convene such meeting no more than two days after the request is made (with the EGM to be held 35 days following the notice date). Any demand submitted by Jasmine after November 6, 2008 will be subject to the standard provisions of Israel’s Companies Law.

Standstill by Aladdin. Other than in the ordinary course, Aladdin will not issue any new shares or other equity or convertible securities to any person during the Standstill Period, other than issuances pursuant to exercises of previously-issued employee options. During the Standstill Period, except as required by the fiduciary duties of Aladdin’s board of directors due to Aladdin’s financing needs, Aladdin will not solicit any proposals from third parties regarding an investment in or other acquisition of a minority equity interest in Aladdin, and will not provide any confidential information or take any other steps to facilitate any such investment or acquisition.

- 2 -

Standstill by Jasmine. During the Standstill Period (or, if earlier, until the time at which the Jasmine is no longer obligated to refrain from submitting a new EGM demand pursuant to Section 1.1 hereof), neither Jasmine nor any of its affiliates shall, without the prior written consent of Aladdin, directly or indirectly, (i) offer, pledge, sell, assign, transfer or dispose of (collectively, “Transfer”) any of Aladdin’s shares, options, warrants or any other securities (“Securities”) or enter into any agreement or legally binding obligation with respect to a Transfer or negotiate the terms of a Transfer: (ii) purchase, contract to purchase, purchase any option or contract to purchase, or enter into any option or contract to purchase, any of the Securities or (iii) enter into any swap or other arrangement with respect to the Securities, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Securities, in cash or otherwise.

- 3 -

We wish to take this opportunity to thank you again for reaching out to us and agreeing to cooperate with us, sharing our interest in the prosperity and success of Aladdin and trying to ensure maximum value to Aladdin’s shareholders.

Sincerely,


/s/ David Baylor

Jasmine Holdco LLC

We confirm our agreement to these terms:


/s/ Yanki Margalit				September 25, 2008

Aladdin Knowledge Systems Ltd.				Date

EX-99.6 3 f43955exv99w6.htm EXHIBIT 6 exv99w6


SafeNet Public Relations: Donna St.Germain +1 443- 327-1454 donna.stgermain@safenet-inc.com		Jasmine Holdco Investor Relations: Amy Bilbija, MacKenzie Partners +1 650 798 5206 abilbija@mackenziepartners.com

Jasmine Holdco Public Relations U.S.: Erin Becker, Brunswick Group +1 415 293 8461 ebecker@brunswickgroup.com		Jasmine Holdco Public Relations Israel: Aya Barak-Meiri, Prometheus Creative Solutions + 972 3 544 9494 aya@prometheus-cs.com

JASMINE HOLDCO AND ALADDIN KNOWLEDGE SYSTEMS ANNOUNCE
AGREEMENT TO CANCEL DEMAND FOR SHAREHOLDER MEETING

- The Two Parties to Discuss Alternatives to Enhance Shareholder Value -

Baltimore, MD – September 25, 2008 – Jasmine Holdco LLC (“Jasmine”), an affiliate of SafeNet, Inc. (“SafeNet”), a global leader in information security, today announced that it has reached an agreement with Aladdin Knowledge Systems Ltd. (“Aladdin”) (NASDAQ: ALDN), an information security leader specializing in authentication, software DRM and content security, whereby Jasmine has withdrawn its August 28, 2008, demand that Aladdin convene an Extraordinary General Meeting of Shareholders. Accordingly, Aladdin is canceling the Extraordinary General Meeting previously scheduled for October 23, 2008.

Jasmine and Aladdin have agreed that Jasmine will refrain from submitting a new Extraordinary General Meeting demand until no earlier than October 30, 2008. Meanwhile, Jasmine and Aladdin will discuss alternatives for enhancing value for all of Aladdin’s shareholders. In order to facilitate these discussions, Jasmine and Aladdin have agreed that prior to October 30, 2008, Aladdin will not solicit or close any minority equity investment and Jasmine will not purchase or sell Aladdin equity.

About SafeNet, Inc.

SafeNet is a global leader in information security. Founded 25 years ago, the company provides complete security utilizing its encryption technologies to protect communications, intellectual property and digital identities, and offers a full spectrum of products including hardware, software, and chips. UBS, Nokia, Fujitsu, Hitachi, Bank of America, Adobe, Cisco, Microsoft, Samsung, Texas Instruments, the U.S. Departments of Defense and Homeland Security, the U.S. Internal Revenue Service and scores of other customers entrust their security needs to SafeNet. In 2007, SafeNet was acquired by Vector Capital, a $2 billion private equity firm specializing in the technology sector. For more information, visit www.safenet-inc.com.

Editor’s Note: SafeNet is a registered trademark of SafeNet, Inc. All other trademarks are the property of their respective owners.