-----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, TmT6qKf9DHJo2tSZVGhy57VzWPUPrVVr0XUwNsTNyoNJSH6XbTUa3YIcFK+RlpDP NxakyowGnw4Rn0n24ABbXg== 0000950123-01-503106.txt : 20010601 0000950123-01-503106.hdr.sgml : 20010601 ACCESSION NUMBER: 0000950123-01-503106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RSTAR CORP CENTRAL INDEX KEY: 0001084561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 911836242 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58317 FILM NUMBER: 1651284 BUSINESS ADDRESS: STREET 1: 3000 EXECUTIVE PKWY SUITE 150 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 9255430300 MAIL ADDRESS: STREET 1: 3000 EXECUTIVE PKWY SUITE 150 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: ZAPME CORP DATE OF NAME CHANGE: 19990701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GILAT SATELLITE NETWORKS LTD CENTRAL INDEX KEY: 0000897322 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GILAT SATELLITE NETWORKS INC STREET 2: 1651 OLD MEADOW RD CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037349401 MAIL ADDRESS: STREET 1: GILAT HOUSE YEGIA KAPAYIM STREET STREET 2: DANIV PARK CITY: KIRYAT ARYE PETAH TI STATE: L3 ZIP: 00000 SC 13D/A 1 y49817sc13da.txt AMENDMENT #7 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* rSTAR CORPORATION (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 98912E 10 0 (CUSIP Number) GILAT SATELLITE NETWORKS INC. 1651 OLD MEADOW ROAD MCLEAN, VIRGINIA 22102 (703) 734-9401 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) COPY TO: STEVEN G. TEPPER, ESQ. ARNOLD & PORTER 399 PARK AVENUE NEW YORK, NEW YORK 10022-4690 TEL: (212) 715-1000 FAX: (212) 715-1399 MAY 21, 2001 (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). 2 CUSIP No. 98912E 10 0 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. GILAT SATELLITE NETWORKS LTD. I.R.S. Identification Nos. of above persons (entities only). NOT APPLICABLE - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .................................................................... (b) .................................................................... - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)......................................................... - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization ISRAEL ------------------------------------------------------------ Number of 7. Sole Voting Power ..................................... Shares Beneficially ------------------------------------------------------------ Owned by 8. Shared Voting Power Each 41,814,643 SHARES Reporting ------------------------------------------------------------ Person 9. Sole Dispositive Power ................................ With ------------------------------------------------------------ 10. Shared Dispositive Power 41,814,643 SHARES - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,814,643 SHARES - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 65.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- -2- 3 This Amendment No. 7 to Schedule 13D (this "Amendment No. 7"), amends and supplements the Schedule 13D filed by Gilat Satellite Networks Ltd., an Israeli corporation ("Gilat") initially on October 12, 2000 (as amended through the date hereof). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The information provided in response to Item 4 below is incorporated herein by reference. ITEM 4. PURPOSE OF THE TRANSACTION On April 23 2001, rStar Corporation (formerly known as ZapMe! corporation), a Delaware corporation ("rStar"), Gilat To Home Latin America (Holland) N.V., a Dutch corporation (the "Seller"), and Gilat entered into an acquisition agreement (the "Acquisition Agreement") that will result in the acquisition and funding of Gilat's StarBand Latin America business by rStar. The Acquisition Agreement further provides that rStar will make a tender offer, in compliance with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, to acquire, in exchange for up to $4 million in cash and up to 312,500 Ordinary Shares of Gilat, up to 20% of the common stock, par value $.01, of rStar (the "rStar Common Stock") held by each shareholder of rStar (other than Gilat and its affiliates). In addition, pursuant to the Acquisition Agreement, rStar entered into an agreement, dated April 23, 2001 (the "Spacenet Agreement"), with Spacenet Inc., a Delaware corporation and a wholly-owned Gilat subsidiary ("Spacenet"). Under the Spacenet Agreement, rStar and Spacenet agreed that rStar would issue and deliver 19,396,552 shares of rStar Common Stock to Spacenet in full satisfaction of rStar's outstanding capital lease obligations and other accrued liabilities to Spacenet (the "Spacenet Transaction"). It is anticipated that at the conclusion of the aforementioned transactions (subject to certain conditions set forth in the Acquisition Agreement), Gilat's beneficial ownership of the outstanding shares of rStar Common Stock will increase from approximately 51% percent to approximately 80-84%. Also, in connection with the Acquisition Agreement, certain principal shareholders of rStar, including Gilat, entered into a voting agreement, dated April 23, 2001 (the "Voting Agreement"), pursuant to which each of them has agreed to vote their shares of rStar Common Stock in favor of the Acquisition Agreement and the transactions contemplated thereby. On May 21, 2001, rStar and Spacenet consummated the Spacenet Transaction described above and rStar delivered to Spacenet's affiliate, Gilat Satellite Networks (Holland) B.V., a Dutch corporation and a wholly-owned Gilat subsidiary, 19,396,552 shares of rStar Common Stock in full satisfaction of rStar's outstanding capital lease obligations and other accrued liabilities to Spacenet, the total present value of which was approximately $45 million. As a result, Gilat is currently the beneficial owner of 41,814,643 shares of rStar Common Stock, which represents approximately 65.6% of the outstanding shares of rStar Common Stock. -3- 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The information provided in response to Item 4 above is incorporated herein by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information provided in response to Item 4 above is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The exhibits listed on the Index of Exhibits of this Amendment No. 7 are filed herewith or incorporated herein by reference to other filings, as specified in the Index of Exhibits. -4- 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MAY 30, 2001 - -------------------------------------------------------------------------------- Date /s/ YOAV LEIBOVITCH - -------------------------------------------------------------------------------- Signature YOAV LEIBOVITCH, CHIEF FINANCIAL OFFICER AND VICE PRESIDENT OF FINANCE AND ADMINISTRATION - -------------------------------------------------------------------------------- Name/Title -5- 6 INDEX OF EXHIBITS
Exhibit No. Description ----------- ----------- 2(c) Acquisition Agreement, dated April 23, 2001, by and among Gilat To Home Latin America (Holland) N.V., rStar Corporation, and Gilat Satellite Networks Ltd. (schedules and exhibits omitted), which exhibit is incorporated herein by reference to rStar's report on Form 8-K filed on April 27, 2001 (File No. 0-27029). 2(d) Agreement, dated April 23, 2001, by and between rStar Corporation and Spacenet Agreement, which exhibit is incorporated herein by reference to rStar's report on Form 8-K filed on May 23, 2001 (File No. 0-27029). 2(e) Voting Agreement, dated April 23, 2001, by and among (i) The Mortensen 2000 Family Resource Trust, The Mortensen Charitable Trust, CAVCO of North Florida, Inc., The Arnouse Charitable Trust and Michael Arnouse, (ii) rStar Corporation, and (iii) Gilat Satellite Networks Ltd.
-6- EX-99.2.E 2 y49817ex99-2_e.txt VOTING AGREEMENT 1 Exhibit 2(e) VOTING AGREEMENT This VOTING AGREEMENT, dated as of April 23, 2001 (this "Agreement"), is by and among (i) The Mortensen 2000 Family Resource Trust, The Mortensen Charitable Trust, CAVCO of North Florida, Inc., The Arnouse Charitable Trust and Michael Arnouse (collectively, the "Principal Stockholders"), (ii) rStar Corporation, a Delaware corporation (the "Corporation"), and (iii) Gilat Satellite Networks Ltd., an Israeli corporation ("Gilat Israel") and Gilat Satellite Networks (Holland) B.V., a Dutch corporation (and together with Gilat Israel, the "Gilat Stockholders"). Capitalized terms used, but not otherwise defined, herein shall have the meanings given them in the Acquisition Agreement (as defined below). All references herein to the masculine gender shall be deemed to include the feminine or neuter genders, where the context so requires. WITNESSETH: WHEREAS, concurrently with the execution and delivery of this Agreement, the Corporation and Gilat Israel, together with certain of its subsidiaries and affiliates, have entered into an Acquisition Agreement (the "Acquisition Agreement") dated April 23, 2001 providing for the consummation of the Sale on the terms and subject to the conditions set forth therein. WHEREAS, as a condition to, and in consideration for, the Parties' willingness to enter into the Acquisition Agreement and to consummate the Sale and the other transactions thereby, pursuant to Section 3.2 of the Acquisition Agreement, the Principal Stockholders and Gilat Stockholders have agreed to enter into this Agreement; and WHEREAS, each of the Principal Stockholders and the Gilat Stockholders owns the number of shares of Purchaser Stock listed opposite his signature below. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Agreements. (a) Voting Agreement. Subject to Section 4 hereof, the Principal Stockholders and the Gilat Stockholders irrevocably agree to take such actions as are necessary to vote or cause to be voted the shares of Purchaser Stock beneficially owned or controlled by each such stockholder at the Stockholder Meeting, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the stockholders of the Corporation, in favor of the Sale and the other transactions contemplated by the Acquisition Agreement and against any competing proposal. (b) No Inconsistent Arrangements. Unless specifically required by court order or by operation of law, in which case any transferee of any or all of the shares of Purchaser Stock held by either a Principal Stockholder or a Gilat Stockholder shall agree to be bound hereby, each of the Principal Stockholders and the Gilat Stockholders hereby covenants and agrees that 2 he shall not (i) transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition) or consent to any transfer of, any or all shares of Purchaser Stock beneficially owned by him, or any interest therein if such transfer would result in the stockholder no longer having the power to vote or cause to be voted such shares of Purchaser Stock in favor of the Sale and the other transactions contemplated by the Acquisition Agreement (pursuant to Section 1(a) hereof), (ii) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all shares of the Purchaser Stock beneficially owned by him, or any interest therein if the entering into or performance of any such contract, option or other agreement or understanding would result in the stockholder no longer having the power to vote or cause to be voted such shares of Purchaser Stock in favor of the Sale and the other transactions contemplated by the Acquisition Agreement (pursuant to Section 1(a) hereof), (iii) grant any proxy, power-of-attorney or other authorization in or with respect to any or all of the shares of Purchaser Stock beneficially owned by him, (iv) deposit any or all the shares of Purchaser Stock beneficially owned by him into a voting trust or enter into a voting agreement or arrangement with respect to such shares, other than pursuant to this Agreement, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such stockholder's obligations hereunder or the transactions contemplated hereby or by the Acquisition Agreement. (c) Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use his best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby and by the Acquisition Agreement. 2. Representations and Warranties. Each of the Principal Stockholders and the Gilat Stockholders hereby represent and warrant to the Corporation and each other as follows: (a) Ownership of Securities. On the date hereof, the stockholder is the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of shares of Purchaser Stock as set forth opposite his signature hereto. The stockholder has the sole power to vote with respect to the matters set forth in Section 1 hereof, sole power of disposition, sole power of conversion, sole power (if any) to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the shares of Purchaser Stock beneficially owned by such stockholder with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Power; Binding Agreement. The stockholder has the power and authority to enter into and perform all of his obligations under this Agreement. The execution, delivery and performance of this Agreement by the stockholder will not violate any agreement to which the stockholder is a party including, without limitation, any voting agreement, proxy arrangement, pledge agreement, stockholders agreement or -2- 3 voting trust. This Agreement has been duly and validly executed and delivered by the stockholder and constitutes a valid and binding agreement of the stockholder, enforceable against the stockholder in accordance with its terms. (c) No Conflicts. No filing with, and no permit, authorization, consent or approval of, any Governmental entity is required for the execution of this Agreement by the stockholder and the consummation by the stockholder of the transactions contemplated hereby, and none of the execution and delivery of this Agreement by the stockholder, the consummation by the stockholder of the transactions contemplated hereby or compliance by the stockholder with any of the provisions hereof will (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which the stockholder is a party or by which the stockholder or any of his properties or assets may be bound or (B) violate any order, writ, injunction, decree, judgment, order, statute, arbitration award, rule or regulation applicable to the stockholder or any of his properties or assets, other than, in each case, any such violations or defaults which, individually or in the aggregate, do not impair the ability of the stockholder to perform his obligations hereunder. 3. Stop Transfer. None of the Principal Stockholders or the Gilat Stockholders shall request that the Corporation register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such stockholder's shares of Purchaser Stock, unless such transfer is made in compliance with this Agreement. 4. Termination. This Agreement and the covenants, representations and warranties and agreements contained herein or granted pursuant hereto shall terminate only upon the earlier to occur of (i) the termination of the Acquisition Agreement in accordance with its terms or (ii) the consummation of the transactions contemplated by the Acquisition Agreement. 5. Fiduciary Duties. Each of the Principal Stockholders and Gilat Stockholders is signing this Agreement solely in his capacity as the beneficial owner of the shares Purchaser Stock set forth opposite his signature below, and nothing herein shall prohibit, prevent or preclude such stockholder from taking or not taking any action in such stockholder's capacity as a director of the Corporation (or as an officer of the Corporation acting solely at the direction of the Board of Directors of the Corporation), to the extent permitted by the Acquisition Agreement. 6. Miscellaneous. (a) Specific Performance. Each party hereto recognizes and agrees that if for any reason any of the provisions of this Agreement are not performed by any other party in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused to non-breaching parties for which money damages would not be an adequate remedy. Accordingly, the parties hereto agree that, in addition to any other available -3- 4 remedies, the non-breaching party shall be entitled to seek an injunction restraining any violation or threatened violation of the provisions of this Agreement. (b) Severability. If any provision of this Agreement, including any phrase, sentence, clause, section or subsection, is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provisions in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. (c) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. (d) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. (e) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile (which is confirmed), or by registered or certified mail (postage prepaid, return receipt requested): if to the Principal Stockholders, to: rStar Corporation 3000 Executive Parkway, Suite 150 San Ramon, California 94583 Attn: Lance Mortensen Telephone: 925-543-0300 Facsimile: 925-543-0301 with a copy to: Piper Marbury Rudnick & Wolfe LLP 6225 Smith Avenue Baltimore, Maryland 21209 Attention: Wilbert H. Sirota Telephone: 410-580-3000 Facsimile: 410-580-3001 if to the Gilat Stockholders: c/o Gilat Satellite Networks, Ltd. 21/D Yegia Kapayim Street -4- 5 Daniv Park, Kiryat Arye Petah Tikva, Israel Facsimile: 972-3-921-3321 Attn: Yoav Leibovitch with a copy to: Arnold & Porter 399 Park Avenue New York, New York 10022 Facsimile: (212) 715-1399 Attn: Steven G. Tepper, Esq. or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. (f) Descriptive Headings; Interpretation. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. (g) Assignment; Binding Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties hereto. (h) Amendment; Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of the party hereto against whom such amendment, modification or waiver is sought to be entered. (i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. [INTENTIONALLY LEFT BLANK] -5- 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers all as of the day and year first above written. RSTAR CORPORATION By: /s/ Lance Mortensen --------------------------------- Name: Lance Mortensen Title: President & CEO THE MORTENSEN 2000 FAMILY RESOURCE TRUST SHARES: 4,474,858 ----------- By: /s/ Brian Herrera --------------------------------- Name: Brian Herrera Title: Trustee THE MORTENSEN CHARITABLE TRUST SHARES: 1,356,017 ----------- By: /s/ Brian Herrera --------------------------------- Name: Brian Herrera Title: Trustee CAVCO OF NORTH FLORIDA, INC. SHARES: 804,718 By: /s/ Charles Appleby ----------- --------------------------------- Name: Charles Appleby Title: President -Signature Page- Voting Agreement 7 THE ARNOUSE CHARITABLE TRUST SHARES: 1,695,022 By: /s/ Christopher R. Purrier ----------- --------------------------------- Name: Christopher R. Purrier Title: Trustee SHARES: 1,882,532 /s/ Michael Arnouse ----------- --------------------------------- Michael Arnouse GILAT SATELLITE NETWORKS LTD. SHARES: 548,648 By: /s/ Yoav Leibovitch ----------- --------------------------------- Name: Yoav Leibovitch Title: Chief Financial Officer & Vice President, Finance & Administration GILAT SATELLITE NETWORKS (HOLLAND) B.V. SHARES: 21,869,443 By: /s/ Gerton A. Lusink ----------- --------------------------------- Name: Gerton A. Lusink Title: Managing Director -Signature Page- Voting Agreement -----END PRIVACY-ENHANCED MESSAGE-----