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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (1) | $ 0.2 | 12/13/2006 | S | 10,565 | 11/24/2006 | 08/17/2009 | Common Stock | 10,565 | (6) | 0 | I | By IDB Development (2) | |||
Warrants (1) | $ 0.22 | 12/13/2006 | S | 10,565 | 11/24/2006 | 08/17/2009 | Common Stock | 10,565 | (6) | 0 | I | By IDB Development (2) | |||
Warrants (1) | $ 0.27 | 12/13/2006 | S | 10,565 | 11/24/2006 | 08/17/2009 | Common Stock | 10,565 | (6) | 0 | I | By IDB Development (2) | |||
Warrants (1) | $ 0.3 | 12/13/2006 | S | 10,564 | 11/24/2006 | 08/17/2009 | Common Stock | 10,564 | (6) | 0 | I | By IDB Development (2) | |||
Warrants (1) | $ 0.2 | 12/13/2006 | S | 1,620,919 | 11/24/2006 | 08/17/2009 | Common Stock | 1,620,919 | (6) | 0 | I | By Infinity Funds (3) | |||
Warrants (1) | $ 0.22 | 12/13/2006 | S | 1,620,919 | 11/24/2006 | 08/17/2009 | Common Stock | 1,620,919 | (6) | 0 | I | By Infinity Funds (3) | |||
Warrants (1) | $ 0.27 | 12/13/2006 | S | 1,620,919 | 11/24/2006 | 08/17/2009 | Common Stock | 1,620,919 | (6) | 0 | I | By Infinity Funds (3) | |||
Warrants (1) | $ 0.3 | 12/13/2006 | S | 1,620,918 | 11/24/2006 | 08/17/2009 | Common Stock | 1,620,918 | (6) | 0 | I | By Infinity Funds (3) | |||
Warrants (1) | $ 0.2 | 12/13/2006 | S | 4,226 | 11/24/2006 | 08/17/2009 | Common Stock | 4,226 | (6) | 0 | I | By CIEH (4) | |||
Warrants (1) | $ 0.22 | 12/13/2006 | S | 4,226 | 11/24/2006 | 08/17/2009 | Common Stock | 4,226 | (6) | 0 | I | By CIEH (4) | |||
Warrants (1) | $ 0.27 | 12/13/2006 | S | 4,226 | 11/24/2006 | 08/17/2009 | Common Stock | 4,226 | (6) | 0 | I | By CIEH (4) | |||
Warrants (1) | $ 0.3 | 12/13/2006 | S | 4,226 | 11/24/2006 | 08/17/2009 | Common Stock | 4,226 | (6) | 0 | I | By CIEH (4) | |||
Warrants (1) | $ 0.2 | 12/13/2006 | S | 569,603 | 11/24/2006 | 08/17/2009 | Common Stock | 569,603 | (6) | 0 | I | By Clal Industries (5) | |||
Warrants (1) | $ 0.22 | 12/13/2006 | S | 569,603 | 11/24/2006 | 08/17/2009 | Common Stock | 569,603 | (6) | 0 | I | By Clal Industries (5) | |||
Warrants (1) | $ 0.27 | 12/13/2006 | S | 569,603 | 11/24/2006 | 08/17/2009 | Common Stock | 569,603 | (6) | 0 | I | By Clal Industries (5) | |||
Warrants (1) | $ 0.3 | 12/13/2006 | S | 569,603 | 11/24/2006 | 08/17/2009 | Common Stock | 569,603 | (6) | 0 | I | By Clal Industries (5) | |||
8% Secured Convertible Debentures (8) | $ 0.09 | 12/13/2006 | P | 1,309,156 (9) | 12/13/2006 | 12/13/2009 | Common Stock | 1,309,156 (9) | (8) | 1,309,155 | I | By Infinity II Funds (6) | |||
Warrants (8) | $ 0.1 | 12/13/2006 | P | 654,578 | 12/13/2006 | 12/13/2011 | Common Stock | 654,578 | (8) | 654,577 | I | By Infinity II Funds (6) | |||
Warrants (7) | $ 0.1 | 12/13/2006 | P | 42,259 | 12/13/2006 | 12/13/2011 | Common Stock | 42,259 | (6) | 42,259 | I | By IDB Development (2) | |||
Warrants (7) | $ 0.1 | 12/13/2006 | P | 6,483,675 | 12/13/2006 | 12/13/2011 | Common Stock | 6,483,675 | (6) | 6,483,675 | I | By Infinity Funds (3) | |||
Warrants (7) | $ 0.1 | 12/13/2006 | P | 16,904 | 12/13/2006 | 12/13/2011 | Common Stock | 16,904 | (6) | 16,904 | I | By CIEH (4) | |||
Warrants (7) | $ 0.1 | 12/13/2006 | P | 2,278,412 | 12/13/2006 | 12/13/2011 | Common Stock | 2,278,412 | (6) | 2,278,412 | I | By Clal Industries (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CLAL INDUSTRIES & INVESTMENTS LTD TRIANGULAR TOWER, 45TH FLOOR, 3 AZRIELI CENTER TEL AVIV, L3 67023 |
X | |||
Israel Infinity Venture Capital (Corporate General Partner)Ltd. 3 AZRIELI CENTER (TRIANGLE TOWER)42ND FL TEL-AVIV, L3 67023 |
X | |||
Infinity I Annex Fund (General Partner) Ltd. 3 AZRIELI CENTER (TRIANGLE TOWER) 42FL. TEL-AVIV, L3 67023 |
X | |||
FBR Infinity II Venture Partners Ltd. 3 AZRIELI CENTER (TRIANGLE TOWER) 42FL. TEL-AVIV, L3 67023 |
X | |||
IDB DEVELOPMENT CORP LTD TRIANGULAR TOWER, 44TH FLOOR 3 AZRIELI CENTER TEL AVIV, L3 67023 |
X | |||
IDB HOLDING CORP LTD TRIANGULAR TOWER, 44TH FLOOR 3 AZRIELI CENTER TEL AVIV, L3 67023 |
X | |||
Dankner Nochi 3 AZRIELI CENTER 44TH FLOOR TEL AVIV, L3 67023 |
X | |||
Bergman Shelly 9 HAMISHMAR HA'EZRACHI STREET AFEKA TEL AVIV, L3 69697 |
X | |||
Manor Ruth 26 HAGDEROT STREET SAVYON, L3 56526 |
X | |||
Livnat Avraham TAAVURA JUNCTION RAMLE, L3 72102 |
X |
/s/ Boaz Simons, Clal Industries and Investments Ltd. | 12/14/2006 | |
**Signature of Reporting Person | Date | |
/s/ Gonen Bieber, Clal Industries and Investments Ltd. | 12/14/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | In connection with the issuance of the 8% Secured Convertible Debentures reported under this Form 4 (see footnote 8 below), the exercise price of these warrants was reduced (from prices ranging from $0.20 to $0.30 per share) to $0.10 per share and the expiration date of these securities was extended from 8/17/2009 to 12/13/2011, for no additional consideration. Consequently, these warrants may be deemed disposed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended and these warrants (as amended) are reported in this Form 4 as acquired as set forth in the line items that correspond to footnote 7 of Table II. |
(2) | IDB Development Corporation Ltd. ("IDB Development") is a majority owned subsidiary of IDB Holding Corporation Ltd. ("IDB Holding"). The securities are held directly by IDB Development and its wholly owned subsidiary, Clalit Finance and Investments Ltd. |
(3) | Israel Infinity Venture Capital (Corporate General Partner) Ltd. is the general partner of Israel Infinity Venture Capital Partners LP, which is the general partner of Israel Infinity Venture Capital Fund (Israel) LP, Israel Infinity Venture Capital Fund (Delaware) LP, Israel Infinity Venture Capital Fund (Cayman I) LP, and Israel Infinity Venture Capital Fund (Cayman II) LP (together, "Infinity I"), which hold the securities directly. Infinity I Annex Fund (General Partner) Ltd. is the general partner of Infinity I Annex Fund LP ( "Annex Fund"), which hold the securities directly. FBR Infinity II Venture Partners Ltd. is the general partner of FBR Infinity II Partners LP, which is the general partner of FBR Infinity II Ventures (Israel) LP, FBR Infinity II Ventures LP and FBR Infinity II Ventures (Erisa) LP (together, "Infinity II" and with Infinity I and Annex Fund, the "Infinity Funds"), which hold the securities directly. |
(4) | Clal Insurance Enterprises Holdings Ltd. ("CIEH") is a majority owned indirect subsidiary of IDB Holding. The securities are held directly by CIEH and its wholly owned subsidiary. |
(5) | Clal Industries and Investments Ltd. ("Clal Industries") is a majority owned indirect subsidiary of IDB Holding. The securities are held directly by Clal Industries, its wholly owned subsidiary, Clal Electronics Industries Ltd., and by Clal Venture Capital Fund L.P. whose general partner is Clal Venture Capital Fund Management Ltd., a majority owned subsidiary of Clal Industries. |
(6) | Not applicable. See footnote 1 above. |
(7) | As described in footnote 1 above, these warrants may be deemed acquired due to the change of their terms as part of the transaction described in footnote 8 above. |
(8) | Infinity II GP is the general partner of Infinity II LP, which in turn is the general partner of the Infinity II Funds, which hold the securities directly. The Infinity II Funds acquired the 8% Secured Convertible Debentures, which mature on 12/13/2009, in consideration for $117,824, in the aggregate, which reflects a $117,824 face amount for the Debentures (or approximately $0.09 per share). As part of the transaction, the Issuer issued the warrants for no additional consideration. |
(9) | The 8% Secured Convertible Debentures are convertible into shares of common stock by dividing the principal amount and interest accrued thereon by the conversion price. Consequently, the figure above (1,309,156 shares) may generally increase until the full repayment of the debentures. |
Remarks: 1. Each of the reporting persons and the joint filers, detailed in Exhibit 1, disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for any other purpose. 2. Gil Milner and Gonen Bieber, authorized signatories of Clal Industries and Investments Ltd., for itself and on behalf of the other Reporting Persons. Boaz Simons and Gonen Bieber, authorized signatories of Clal Industries and Investments Ltd., for itself and on behalf of the other Reporting Persons |