-----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, Jy7m09G3wSD6tOr7hnQvtfkcMTVwlEbQNmICtXY8K+/NpfDoR9mQDJWnoXqOX++8 JlKCAePV7ONMgqTSqrIqUg== 0000921530-02-000221.txt : 20020416 0000921530-02-000221.hdr.sgml : 20020416 ACCESSION NUMBER: 0000921530-02-000221 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020409 GROUP MEMBERS: COMSOR VENTURE FUND LDC (F/K/A COMSOR TRADING FUND LDC) GROUP MEMBERS: COMVERSE TECHNOLOGY, INC. GROUP MEMBERS: CTI CAPITAL CORP. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: RACHEL ALEXANDER GROUP MEMBERS: ZVI ALEXANDER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANOPTICS LTD CENTRAL INDEX KEY: 0000892534 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43778 FILM NUMBER: 02606122 BUSINESS ADDRESS: STREET 1: LANOPTICS BLDG STREET 2: RAMAT GABRIELINDUSTRIAL PARK CITY: MIGDAL HA EMEK ISRAE STATE: L4 BUSINESS PHONE: 2129365100 MAIL ADDRESS: STREET 1: 40 WALL STREET STREET 2: AMERICAN STOCK TRANSFER & TR CO CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 lanoptics_13da3-033102.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* LANOPTICS LTD. -------------- (Name of Issuer) Ordinary Shares, nominal value, NIS 0.02 per share -------------------------------------------------- (Title of Class of Securities) M6706C103 --------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 2002 ------------------------- (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. [_] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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). Continued on following page(s) Page 1 of 23 Pages Exhibit Index: Page 19 SCHEDULE 13D CUSIP No. M6706C103 Page 2 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) COMSOR VENTURE FUND LDC (f/k/a COMSOR TRADING FUND LDC) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power 716,485 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 716,485 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 716,485 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 9.75% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP No. M6706C103 Page 3 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) CTI CAPITAL CORP. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 14,500 Number of Shares Beneficially 8 Shared Voting Power Owned By 716,485 Each Reporting 9 Sole Dispositive Power Person 14,500 With 10 Shared Dispositive Power 716,485 11 Aggregate Amount Beneficially Owned by Each Reporting Person 730,985 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 9.95% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. M6706C103 Page 4 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) COMVERSE TECHNOLOGY, INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization New York 7 Sole Voting Power 162,800 Number of Shares Beneficially 8 Shared Voting Power Owned By 716,485 Each Reporting 9 Sole Dispositive Power Person 162,800 With 10 Shared Dispositive Power 716,485 11 Aggregate Amount Beneficially Owned by Each Reporting Person 879,285 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 11.96% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. M6706C103 Page 5 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 716,485 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 716,485 11 Aggregate Amount Beneficially Owned by Each Reporting Person 716,485 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 9.75% 14 Type of Reporting Person (See Instructions) OO; IV SCHEDULE 13D CUSIP No. M6706C103 Page 6 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 716,485 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 716,485 11 Aggregate Amount Beneficially Owned by Each Reporting Person 716,485 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 9.75% 14 Type of Reporting Person (See Instructions) PN; IA SCHEDULE 13D CUSIP No. M6706C103 Page 7 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 716,485 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 716,485 11 Aggregate Amount Beneficially Owned by Each Reporting Person 716,485 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 9.75% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. M6706C103 Page 8 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 716,485 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 716,485 11 Aggregate Amount Beneficially Owned by Each Reporting Person 716,485 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 9.75% 14 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13D CUSIP No. M6706C103 Page 9 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 716,485 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 716,485 11 Aggregate Amount Beneficially Owned by Each Reporting Person 716,485 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 9.75% 14 Type of Reporting Person (See Instructions) IA SCHEDULE 13D CUSIP No. M6706C103 Page 10 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ZVI ALEXANDER 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Israel 7 Sole Voting Power 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 62,407 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 62,407 11 Aggregate Amount Beneficially Owned by Each Reporting Person 62,407 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 0.85% 14 Type of Reporting Person (See Instructions) IN SCHEDULE 13D CUSIP No. M6706C103 Page 11 of 23 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) RACHEL ALEXANDER 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Israel 7 Sole Voting Power 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 62,407 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 62,407 11 Aggregate Amount Beneficially Owned by Each Reporting Person 62,407 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 0.85% 14 Type of Reporting Person (See Instructions) IN Page 12 of 23 Pages This Amendment No. 3 to Schedule 13D relates to the Ordinary Shares, nominal value NIS 0.02 per share (the "Shares"), of LanOptics Ltd. (the "Issuer"). This Amendment No. 3 supplementally amends the initial statement on Schedule 13D, dated June 1, 1999, and Amendments No. 1 (filed on July 13, 2000) and No. 2 thereto (filed on June 22, 2001) (collectively, the "Initial Statement"), filed by the Reporting Persons (as defined herein). This Amendment No. 3 is being filed by the Reporting Persons to report that the Voting Agreement was terminated on March 31, 2002. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Comsor Venture Fund LDC (f/k/a Comsor Trading Fund LDC) ("Purchaser"); ii) CTI Capital Corp. ("CTI"); iii) Comverse Technology, Inc. ("Comverse"); iv) Quantum Industrial Partners LDC ("QIP"); v) QIH Management Investor, L.P. ("QIHMI"); vi) QIH Management, Inc. ("QIH Management"); vii) Soros Fund Management LLC ("SFM LLC"); viii) Mr. George Soros ("Mr. Soros"); ix) Mr. Zvi Alexander ("Mr. Alexander"); and x) Ms. Rachel Alexander ("Ms. Alexander"). This Statement relates to the Shares held for the accounts of each of the Purchaser, CTI, Comverse, and Navarro Limited ("Navarro"), an entity affiliated with Mr. Alexander and Ms. Alexander. Mr. Alexander and Ms. Alexander may be deemed the beneficial owners of the Shares held for the account of Navarro. Set forth in Annex A hereto, and incorporated herein by reference, is updated information concerning the identity and background of the current directors and officers of QIP and QIH Management. Information contained herein concerning QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros has been provided by SFM LLC. The Purchaser, Comverse, CTI, Mr. Alexander and Ms. Alexander assume no responsibility for such Page 13 of 23 Pages information. Information contained herein concerning the Purchaser, Comverse, CTI, Mr. Alexander and Ms. Alexander has been provided by each such Reporting Person. QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros disclaim any and all responsibility for such information. Item 5. Interest in Securities of the Issuer. (a) Each of the Reporting Persons may be deemed the beneficial owner of the number of Shares set forth in Item 11 of such Reporting Person's Cover Page. (b) (i) The Purchaser may be deemed to have the sole power to vote and the sole power to direct the disposition of the 716,485 Shares held for its account. (ii) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be deemed to have shared power to vote and shared power to direct the disposition of the 716,485 Shares held for the account of the Purchaser. (iii) CTI may be deemed to have the sole power to vote and the sole power to direct the disposition of the 14,500 Shares directly held for its account. CTI may be deemed to have shared power to vote and shared power to direct the disposition of the 716,485 Shares held for the account of the Purchaser. (iv) Comverse may be deemed to have the sole power to vote and the sole power to direct the disposition of the 162,800 Shares. This number consists of 148,300 Shares directly held for its account and the 14,500 Shares held for the account of CTI. Comverse may be deemed to have shared power to vote and shared power to direct the disposition of the 716,485 Shares held for the account of the Purchaser. (v) Mr. and Ms. Alexander may each be deemed to have shared power to vote and shared power to direct the disposition of the 62,407 Shares held for the account of Navarro. (c) Except for the transactions listed on Annex B hereto, all of which were effected in the over-the-counter market in routine brokerage transactions, there have been no transactions with respect to the Shares since February 8, 2002 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (i) CTI and QIP, the shareholders of the Purchaser, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of the Purchaser in accordance with their ownership interests in the Purchaser. (ii) The shareholder of CTI has the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of CTI in accordance with its ownership interest in CTI. (iii) The shareholders of Comverse have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Comverse in accordance with their ownership interests in Comverse. Page 14 of 23 Pages (iv) The shareholders of Navarro have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Navarro in accordance with their ownership interests in Navarro. (e) The following Reporting Persons ceased to be beneficial owners of more than five percent of the Shares as of March 31, 2002: Zvi Alexander and Rachel Alexander. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On March 31, 2002, the Company, the Purchaser, On Lake, Zvi Alexander, Rachel Alexander and the Major Shareholders entered into an agreement, dated as of March 31, 2002 (the "Termination Agreement", a copy of which is incorporated by reference hereto as Exhibit 16, and incorporated herein by reference in response to this Item 6). Pursuant to the Termination Agreement, the parties to the Voting Agreement agreed to terminate the Voting Agreement by unanimous consent. Accordingly, as of March 31, 2002, the Voting Agreement is of no further effect and does not bind the parties in any manner. The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms of such document which is incorporated herein by reference. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings, or relationships with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 15 of 23 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April 9, 2002 COMSOR VENTURE FUND LDC By: /s/ Yaacov Koren -------------------------------- Yaacov Koren Authorized Signatory CTI CAPITAL CORP. By: /s/ Yaacov Koren -------------------------------- Yaacov Koren Managing Director COMVERSE TECHNOLOGY, INC. By: /s/ Kobi Alexander -------------------------------- Kobi Alexander Chairman, C.E.O. QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /s/ Richard D. Holahan, Jr. ------------------------- Richard D. Holahan, Jr. Vice President Page 16 of 23 Pages QIH MANAGEMENT, INC. By: /s/ Richard D. Holahan, Jr. ----------------------------------- Richard D. Holahan, Jr. Vice President SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. ----------------------------------- Richard D. Holahan, Jr. Assistant General Counsel GEORGE SOROS By: /s/ Richard D. Holahan, Jr. --------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact ZVI ALEXANDER /s/ Zvi Alexander ------------------------------------------ RACHEL ALEXANDER /s/ Rachel Alexander ------------------------------------------ Page 17 of 23 Pages ANNEX A Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. Netherlands Antilles Willemstad Managing Director corporations Curacao, (Netherlands Antilles) Netherlands Antilles Inter Caribbean Services Limited Administrative services Citco Building Secretary Wickhams Cay (British Virgin Islands) Road Town Tortola British Virgin Islands
Directors and Officers of QIH Management, Inc. Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Frank V. Sica Managing Partner of Soros Private Equity 888 Seventh Avenue Director and President Partners LLC 28th Floor (United States) New York, NY 10106 Armando Belly General Counsel of SFM LLC 888 Seventh Avenue Director and Secretary 33rd Floor (United States) New York, NY 10106 Dan Eule Tax Director of SFM LLC 888 Seventh Avenue Director 33rd Floor (United States) New York, NY 10106 Eve Mongiardo Chief Financial Officer of 888 Seventh Avenue Director and Treasurer Soros Private Funds Management LLC 28th Floor (United States) New York, NY 10106 Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue Vice President SFM LLC 33rd Floor (United States) New York, NY 10106
To the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Shares. (b) None of the above persons has any contracts, arrangements or relationships with respect to the Shares. Page 18 of 23 Pages
ANNEX B RECENT TRANSACTIONS IN THE SECURITIES OF LANOPTICS LTD. Date of Nature of Number of For the Account of Transaction Transaction Securities Price - ------------------ ----------- ----------- ---------- ----- Comverse Technology, Inc. March 7, 2002 Sale 1,500 Shares $13.53 Comverse Technology, Inc. March 7, 2002 Sale 1,500 Shares $13.80 Comverse Technology, Inc. March 8, 2002 Sale 2,500 Shares $13.85 Comverse Technology, Inc. March 8, 2002 Sale 2,500 Shares $13.90 Comverse Technology, Inc. March 8, 2002 Sale 1,500 Shares $13.77 Navarro Limited March 7, 2002 Sale 1,500 Shares $13.53 Navarro Limited March 7, 2002 Sale 1,500 Shares $13.80 Navarro Limited March 8, 2002 Sale 2,500 Shares $13.85 Navarro Limited March 8, 2002 Sale 2,500 Shares $13.90 Navarro Limited March 8, 2002 Sale 1,500 Shares $13.77
Page 19 of 23 Pages EXHIBIT INDEX No. Page No. 13. Power of Attorney, dated as of February 13, 2002, granted by Quantum Industrial Partners LDC in favor of Mr. Armando T. Belly, Ms. Jodye Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr. Richard D. Holahan, Jr. and Mr. Robert Soros...........20 14. Power of Attorney, dated as of January 15, 2002, granted by Mr. George Soros in favor of Mr. Armando T. Belly, Ms. Jodye Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr. Richard D. Holahan, Jr. and Mr. Robert Soros.........................21 15. Agreement, dated as of March 31, 2002, by and among ComSor Venture Fund LDC, Zvi Alexander and Rachel Alexander, On Lake Investments LLC, Eli Fruchter, Eli Harry, Hanina Brandes and LanOptics Ltd. to terminate the Voting Agreement, dated as of May 16, 1999.............................................22 EX-24 3 lanoptics_13da3-exh13.txt EXHIBIT 13 - QUANTUM INDUSTRIAL PARTNERS LDC POA Page 20 of 23 Pages EXHIBIT 13 QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), an exempted limited duration company existing and operating under the laws of the Cayman Islands does, pursuant to a duly appointed resolution of its Managing Director, hereby designate, constitute and appoint: Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Sean Cullinan, Richard D. Holahan, Jr. and Robert Soros Acting, singly and not jointly, as its true and lawful agent and attorney-in-fact for the purpose of executing in its name, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Forms 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be executed this February 13, 2002. QUANTUM INDUSTRIAL PARTNERS LDC /s/ Curacao Corporation Company N.V. ------------------------------------ Curacao Corporation Company N.V. Managing Director EX-24 4 lanoptics_13da3-exh14.txt EXHIBIT 14 - POWER OF ATTORNEY Page 21 of 23 Pages EXHIBIT 14 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Sean Cullinan, Richard D. Holahan, Jr. and Robert Soros acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts, or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Commodities Exchange Act and the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. Execution of this power of attorney revokes that certain Power of Attorney dated as of the 27th day of January 2000 with respect to the same matters addressed above. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 15th day of January, 2002. /s/ George Soros ------------------ GEORGE SOROS EX-99 5 lanoptics_13da3-exh15.txt EXHIBIT 15 - AGREEMENT Page 22 of 23 Pages EXHIBIT 15 AGREEMENT This Agreement is made as of March 31, 2002, by and among ComSor Venture Fund LDC, a limited duration company having its principal executive offices at 170 Crossways Park Drive, Woodbury, N.Y. 11797 ("ComSor"); Zvi Alexander and Rachel Alexander; On Lake Investments LLC, a Delaware corporation having its principal executive offices at P.O. Box 1335, N. Hampton, New Hampshire, Eli Fruchter; Eli Harry; Hanina Brandes, and LanOptics Ltd., an Israeli company (the "Company") having its principal executive offices at LanOptics Building, Ramat Gabriel Industrial Park, Migdal Ha-Emek 10551, Israel. WHEREAS the parties to this Agreement executed a Voting Agreement, dated May 16 1999 (the "Voting Agreement"); WHEREAS the parties wish to terminate the Voting Agreement ; NOW, THEREFORE, the parties, intending to be legally bound, agree as follows: 1. The Preamble constitutes an integral part of this Agreement. 2. The parties to this Agreement, who are all the parties to the Voting Agreement hereby terminate the Voting Agreement by unanimous consent. As of the date of this Agreement, the Voting Agreement and all the terms thereof shall have no effect and shall not bind the parties in any manner. 3. This Agreement shall be governed by and construed according to the laws of the State of Israel, without regard to the conflict of laws provisions thereof. Any dispute arising under this Agreement shall be resolved exclusively in the competent court for Tel-Aviv, Israel. Each of the parties hereby submits irrevocably to the jurisdiction of such court and agrees not to assert any objection to the jurisdiction or convenience thereof. 4. This Agreement constitutes the entire agreement among the parties with regard to the subject matter hereof. Page 23 of 23 Pages IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. ComSor Venture Fund LDC By: /s/ Yaacov Koren ---------------- Name: Yaacov Koren Title: Authorized Signatory Zvi Alexander Rachel Alexander, joint tenants /s/ Zvi Alexander - ----------------- /s/ Rachel Alexander - -------------------- On Lake Investments LLC By: /s/ Narotam S. Grewal --------------------- Name: Narotam S. Grewal Title: Manager Eli Fruchter /s/ Eli Fruchter - ---------------- Eli Harry /s/ Eli Harry - ------------- Hanina Brandes /s/ Hanina Brandes - ------------------ LanOptics Ltd. By: /s/ Eli Fruchter ---------------- Name: Eli Fruchter Title: Director -----END PRIVACY-ENHANCED MESSAGE-----