-----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, ONGFaQput3hlkK4RSxspHqupuG9UIDy22oKjdTlFr/N9s3muyuuP/BzIaypsXptZ MYRPxmOLc97WJ/F3Ao7v5A== 0000921530-01-500075.txt : 20010626 0000921530-01-500075.hdr.sgml : 20010626 ACCESSION NUMBER: 0000921530-01-500075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010625 GROUP MEMBERS: COMSOR VENTURE FUND 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 LD GROUP MEMBERS: RACHEL ALEXANDER GROUP MEMBERS: SOROS FUND MANAGEMENT LLC 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: SEC FILE NUMBER: 005-59319 FILM NUMBER: 1666070 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 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 lanoptics13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) September 6, 2000 ----------------------------------- (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 21 Pages Exhibit Index: Page 19 SCHEDULE 13D CUSIP No. M6706C103 Page 2 of 21 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 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 2,302,650 /1/ 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) 9.29% 14 Type of Reporting Person (See Instructions) OO /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. SCHEDULE 13D CUSIP No. M6706C103 Page 3 of 21 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 2,302,650 /1/ 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) 9.48% 14 Type of Reporting Person (See Instructions) CO /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. SCHEDULE 13D CUSIP No. M6706C103 Page 4 of 21 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 172,300 Number of Shares Beneficially 8 Shared Voting Power Owned By 2,302,650 /1/ Each Reporting 9 Sole Dispositive Power Person 172,300 With 10 Shared Dispositive Power 716,485 11 Aggregate Amount Beneficially Owned by Each Reporting Person 888,785 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) 11.52% 14 Type of Reporting Person (See Instructions) CO /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. SCHEDULE 13D CUSIP No. M6706C103 Page 5 of 21 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 2,302,650 /1/ 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) 9.29% 14 Type of Reporting Person (See Instructions) OO; IV /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. SCHEDULE 13D CUSIP No. M6706C103 Page 6 of 21 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 2,302,650 /1/ 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) 9.29% 14 Type of Reporting Person (See Instructions) PN; IA /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. SCHEDULE 13D CUSIP No. M6706C103 Page 7 of 21 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 2,302,650 /1/ 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) 9.29% 14 Type of Reporting Person (See Instructions) CO /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. SCHEDULE 13D CUSIP No. M6706C103 Page 8 of 21 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 2,302,650 /1/ 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) 9.29% 14 Type of Reporting Person (See Instructions) OO; IA /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. SCHEDULE 13D CUSIP No. M6706C103 Page 9 of 21 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 2,302,650 /1/ 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) 9.29% 14 Type of Reporting Person (See Instructions) IA /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. SCHEDULE 13D CUSIP No. M6706C103 Page 10 of 21 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 2,302,650 /1/ Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 71,907 11 Aggregate Amount Beneficially Owned by Each Reporting Person 71,907 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) 0.93% 14 Type of Reporting Person (See Instructions) IN /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. SCHEDULE 13D CUSIP No. M6706C103 Page 11 of 21 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 2,302,650 /1/ Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 71,907 11 Aggregate Amount Beneficially Owned by Each Reporting Person 71,907 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) 0.93% 14 Type of Reporting Person (See Instructions) IN /1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof. Page 12 of 21 Pages This Amendment No. 2 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. 2 supplementally amends the initial statement on Schedule 13D, dated June 1, 1999, and Amendment No. 1 thereto filed on July 13, 2000 (collectively, the "Initial Statement"), filed by the Reporting Persons (as defined herein). This Amendment No. 2 is being filed by the Reporting Persons to report that the number of Shares of which certain of the Reporting Persons may be deemed the beneficial owners has decreased by more than one percent of the total 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, 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 owned by 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. Page 13 of 21 Pages 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 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 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 the 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 the 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 172,300 Shares. This number consists of 157,800 Shares directly held for its account and 14,500 Shares held for the account of CTI. Comverse may be deemed to have the 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 the shared power to direct the disposition of the 71,907 Shares held for the account of Navarro. (vi) By virtue of the relationships between and among the Reporting Persons described in Item 2 of the Initial Statement on Schedule 13D and pursuant to the terms of the Voting Agreement, each of the Reporting Persons may be deemed to share the power to direct the voting of 2,302,650 Shares subject to the Voting Agreement. This amount includes 716,485 Shares held for the account of the Purchaser, 71,907 Shares held for the account of Navarro, 10,000 Shares believed to be held by On Lake and 1,504,258 Shares believed to be held by the Major Shareholders and does not include the Shares held directly for the accounts of CTI and Comverse. Page 14 of 21 Pages Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros expressly disclaims beneficial ownership of any Shares held directly for the accounts of On Lake, Navarro, the Major Shareholders, CTI and Comverse. Each of CTI and Comverse expressly disclaims beneficial ownership of any Shares held directly for the accounts of On Lake, Navarro and the Major Shareholders. Mr. and Ms. Alexander expressly disclaim beneficial ownership of any Shares held directly for the accounts of On Lake, CTI, Comverse, the Purchaser and the Major Shareholders. (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 effected with respect to the Shares since April 23, 2001 (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. (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. Item 7. Material to be Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 15 of 21 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: June 22, 2001 COMSOR VENTURE FUND By: /s/ Yaacov Koren --------------------------------- Authorized Signatory CTI CAPITAL CORP. By: /s/ Yaacov Koren --------------------------------- Yaacov Koren Managing Director COMVERSE TECHNOLOGY, INC. By: /s/ David Kreinberg --------------------------------- David Kreinberg Chief Financial Officer 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 21 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 21 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 Michael C. Neus Deputy General Counsel of SFM LLC and 888 Seventh Avenue Director and Vice President General Counsel of Soros Private Funds 33rd Floor (United States) Management LLC 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, understandings or relationships with respect to the Shares.
Page 18 of 21 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. April 30, 2001 Sale 2,500 Shares $8.09 Comverse Technology, Inc. May 7, 2001 Sale 5,000 Shares $11.35 Comverse Technology, Inc. May 7, 2001 Sale 2,500 Shares $12.10 Comverse Technology, Inc. May 7, 2001 Sale 5,000 Shares $11.15 Comverse Technology, Inc. May 7, 2001 Sale 5,000 Shares $11.30 Comverse Technology, Inc. May 7, 2001 Sale 5,000 Shares $11.25 Comverse Technology, Inc. May 8, 2001 Sale 200 Shares $12.90 Comverse Technology, Inc. May 21, 2001 Sale 5,000 Shares $11.90 Comverse Technology, Inc. May 21, 2001 Sale 3,000 Shares $11.39 Comverse Technology, Inc. May 21, 2001 Sale 2,500 Shares $11.95 Comverse Technology, Inc. May 22, 2001 Sale 2,500 Shares $12.90
Page 19 of 21 Pages EXHIBIT INDEX Page No. ------- 12. Joint Filing Agreement, dated as of June 22, 2001, by and among Comsor Venture Fund, CTI Capital Corp., Comverse Technology, Inc., Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros, Mr. Zvi Alexander and Ms. Rachel Alexander............................................ 20 EX-99 2 lanoptics-jfa.txt Page 20 of 21 Pages EXHIBIT 12 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Ordinary Shares of LanOptics Ltd., dated as of June 22, 2001, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: June 22, 2001 COMSOR VENTURE FUND By: /s/ Yaacov Koren --------------------------------- Yaacov Koren Authorized Signatory CTI CAPITAL CORP. By: /s/ Yaacov Koren --------------------------------- Yaacov Koren Managing Director COMVERSE TECHNOLOGY, INC. By: /s/ David Kreinberg --------------------------------- David Kreinberg Chief Financial Officer 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 21 of 21 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 ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----