-----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, UqgiOxpiw2H5PKUY/0xs5gDLuQilyM3CqgqbKD0WYLeOQGrbDvtF0+Y4awHcbbIz TVogN0m0EPKzRrB9FgFqsw== 0000921530-03-000705.txt : 20031223 0000921530-03-000705.hdr.sgml : 20031223 20031223164406 ACCESSION NUMBER: 0000921530-03-000705 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031223 GROUP MEMBERS: COMSOR VENTURE FUND LDC GROUP MEMBERS: COMVERSE TECHNOLOGY, INC. GROUP MEMBERS: CTI CAPITAL CORP. GROUP MEMBERS: MR. GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT LLC GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC 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: 031071542 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_13da121903.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* 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 LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 2003 ----------------- (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 14 Pages SCHEDULE 13D CUSIP No. M6706C103 Page 2 of 14 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 441,219 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 441,219 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 441,219 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) 4.78% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP No. M6706C103 Page 3 of 14 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 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 441,219 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 441,219 11 Aggregate Amount Beneficially Owned by Each Reporting Person 441,219 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) 4.78% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. M6706C103 Page 4 of 14 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 90,000 Number of Shares Beneficially 8 Shared Voting Power Owned By 441,219 Each Reporting 9 Sole Dispositive Power Person 90,000 With 10 Shared Dispositive Power 441,219 11 Aggregate Amount Beneficially Owned by Each Reporting Person 531,219 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 5.76% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. M6706C103 Page 5 of 14 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 441,219 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 441,219 11 Aggregate Amount Beneficially Owned by Each Reporting Person 441,219 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) 4.78% 14 Type of Reporting Person (See Instructions) OO; IV SCHEDULE 13D CUSIP No. M6706C103 Page 6 of 14 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 441,219 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 441,219 11 Aggregate Amount Beneficially Owned by Each Reporting Person 441,219 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) 4.78% 14 Type of Reporting Person (See Instructions) PN; IA SCHEDULE 13D CUSIP No. M6706C103 Page 7 of 14 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) QIH 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 441,219 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 441,219 11 Aggregate Amount Beneficially Owned by Each Reporting Person 441,219 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) 4.78% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. M6706C103 Page 8 of 14 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 441,219 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 441,219 11 Aggregate Amount Beneficially Owned by Each Reporting Person 441,219 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) 4.78% 14 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13D CUSIP No. M6706C103 Page 9 of 14 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 441,219 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 441,219 11 Aggregate Amount Beneficially Owned by Each Reporting Person 441,219 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) 4.78% 14 Type of Reporting Person (See Instructions) IA Page 10 of 14 Pages This Amendment No. 7 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. 7 supplementally amends the initial statement on Schedule 13D, dated June 1, 1999, and all amendments thereto (collectively, the "Initial Statement"), filed by the Reporting Persons (as defined herein). This Amendment No. 7 is being filed by the Reporting Persons to report that the number of Shares which the Reporting Persons may be deemed to beneficially own has decreased by more than one percent of the outstanding Shares of the Issuer. 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 LLC ("QIH Management"); vii) Soros Fund Management LLC ("SFM LLC"); and viii) Mr. George Soros ("Mr. Soros"). This Statement relates to the Shares held for the accounts of each of the Purchaser and Comverse. Information contained herein concerning QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros has been provided by SFM LLC. The Purchaser, Comverse and CTI assume no responsibility for such information. Information contained herein concerning the Purchaser, Comverse and CTI 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. According to information provided to the Reporting Persons by the Issuer, the number of Shares outstanding was 9,222,035 as of December 16, 2003. (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 441,219 Shares held for its account. Page 11 of 14 Pages (ii) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be deemed to have the shared power to vote and the shared power to direct the disposition of the 441,219 Shares held for the account of the Purchaser. (iii) CTI may be deemed to have the shared power to vote and the shared power to direct the disposition of the 441,219 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 90,000 Shares directly held for its account. Comverse may be deemed to have the shared power to vote and the shared power to direct the disposition of the 441,219 Shares held for the account of the Purchaser. (c) Except for the transactions listed on Annex A 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 October 24, 2003 (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. (e) Not Applicable. Item 7. Material to be Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 12 of 14 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: December 23, 2003 COMSOR VENTURE FUND LDC By: /s/ Yaacov Koren --------------------------------- Yaacov Koren Authorized Signatory (via P.O.A.) CTI CAPITAL CORP. By: /s/ Yaacov Koren --------------------------------- Yaacov Koren Managing Director (via P.O.A.) COMVERSE TECHNOLOGY, INC. By: /s/ Kobi Alexander ---------------------------------- Kobi Alexander Chairman, C.E.O. QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Jodye Anzalotta ----------------------------------- Jodye Anzalotta Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management LLC, its General Partner By: Soros Private Funds Management LLC, its Managing Member By: /s/ Jodye Anzalotta ------------------------------------ Jodye Anzalotta Attorney-in-Fact Page 13 of 14 Pages QIH MANAGEMENT LLC By: Soros Private Funds Management LLC, its Managing Member By: /s/ Jodye Anzalotta ----------------------------------- Jodye Anzalotta Attorney-in-Fact SOROS FUND MANAGEMENT LLC By: /s/ Jodye Anzalotta ----------------------------------- Jodye Anzalotta Assistant General Counsel GEORGE SOROS By: /s/ Jodye Anzalotta ----------------------------------- Jodye Anzalotta Attorney-in-Fact Page 14 of 14 Pages ANNEX A RECENT TRANSACTIONS IN THE SECURITIES OF LANOPTICS LTD. Date of Nature of Number of For the Account of Transaction Transaction Securities Price - ------------------ ----------- ----------- ---------- ----- Comsor Venture Fund LDC December 1, 2003 Sale 5,000 Shares $10.25 Comsor Venture Fund LDC December 1, 2003 Sale 500 Shares $10.38 Comsor Venture Fund LDC December 1, 2003 Sale 1,000 Shares $10.35 Comsor Venture Fund LDC December 1, 2003 Sale 3,500 Shares $10.15 Comsor Venture Fund LDC December 3, 2003 Sale 800 Shares $10.30 Comsor Venture Fund LDC December 3, 2003 Sale 4,200 Shares $10.15 Comsor Venture Fund LDC December 4, 2003 Sale 5,000 Shares $10.15 Comsor Venture Fund LDC December 5, 2003 Sale 700 Shares $10.10 Comverse Technology, Inc. December 11, 2003 Sale 2,000 Shares $10.00 Comverse Technology, Inc. December 11, 2003 Sale 3,000 Shares $9.95 Comverse Technology, Inc. December 12, 2003 Sale 5,000 Shares $10.00 Comsor Venture Fund LDC December 12, 2003 Sale 5,000 Shares $10.10 Comsor Venture Fund LDC December 12, 2003 Sale 5,000 Shares $10.15 Comsor Venture Fund LDC December 15, 2003 Sale 18,135 Shares $9.96 Comsor Venture Fund LDC December 18, 2003 Sale 5,000 Shares $9.80 Comsor Venture Fund LDC December 18, 2003 Sale 4,426 Shares $9.85 Comsor Venture Fund LDC December 18, 2003 Sale 500 Shares $9.83 Comsor Venture Fund LDC December 19, 2003 Sale 5,000 Shares $9.80 Comsor Venture Fund LDC December 22, 2003 Sale 1,505 Shares $9.85 -----END PRIVACY-ENHANCED MESSAGE-----