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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 | ||||||||
Series B Convertible Non-Redeemable Preferred Shares | (1) | 11/11/2007 | S | 5,126,416 (1) | 11/24/2006 | (6) | Common Stock | 5,126,416 (1) | (2) | 0 (3) | I (3) | By Clal Industries (4) | |||
Warrants | $ 0.4 | 11/11/2007 | S | 119,963 | 11/24/2006 | 06/08/2009 | Common Stock | 119,963 | (2) | 0 (3) | I (3) | By Clal Industries (4) | |||
Warrants | $ 0.1 | 11/11/2007 | S | 2,278,412 | 12/13/2006 | 12/13/2011 | Common Stock | 2,278,412 | (2) | 0 (3) | I (3) | By Clal Industries (4) | |||
Convertible Promissory Notes | $ 0.25 | 11/11/2007 | S | 0 (5) (6) | 11/08/2006 | (6) | Common Stock | 1,399,574 | (2) | 0 (3) | I (3) | By Clal Industries (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CLAL INDUSTRIES & INVESTMENTS LTD 3 AZRIELI CENTER, TRIANGLE TOWER 45TH FLOOR 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 511 FIFTH AVENUE NEW YORK, NY 10017 |
X | |||
IDB HOLDING CORP LTD 666 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10017 |
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. | 11/13/2007 | |
**Signature of Reporting Person | Date | |
/s/ Gonen Bieber, Clal Industries and Investments Ltd. | 11/13/2007 | |
**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) | Each Series B Convertible Non-Redeemable Preferred Share is convertible into 1,000 shares of Common Stock. |
(2) | The securities reported hereby (i.e., the Preferred Shares, the Warrants and the Convertible Promissory Notes) were sold for an aggregate purchase price of $100,000. |
(3) | Following the transaction (see footnote 2 above), Clal Industries (see footnote 4 below) no longer has a direct ownership of the Issuer's securities. However, as previously reported on Form 3 and Form 4 filed by Clal Industries and the other reporting persons herein, Clal Industries may continue to be deemed to be the beneficial owner (and have indirect ownership) of additional securities of the Issuer. See the Schedule 13D (Amendment No. 3) filed by the reporting persons with the SEC on November 13, 2007. |
(4) | Clal Industries and Investments Ltd. ("Clal Industries") is a majority owned indirect subsidiary of IDB Holding Corporation Ltd. ("IDB Holding"), one of the reporting persons herein. 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 |
(5) | The Convertible Promissory Notes are in the aggregate principal amount of $349,893.48 |
(6) | Not applicable. |
Remarks: 1. Each of the reporting person and the joint filers 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. |