SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS TO BE FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. 3*)
B.O.S. BETTER ONLINE SOLUTIONS LTD.
--------------------------------------------------------------------------------
(Name of Issuer)
Ordinary
--------------------------------------------------------------------------------
(Title of Class of Securities)
M20115131
--------------------------------------------------------------------------------
(CUSIP Number)
Catalyst Investments L.P.
3 Daniel Frish Street
Tel-Aviv Israel 64731
Telephone: 972 (3) 695-0666
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
December 31, 2007
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 that 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 (the "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).
------------------- ------------ ------------------
CUSIP NO. M20115131 SCHEDULE 13D PAGE 2 OF 10 PAGES
------------------- ------------ ------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST INVESTMENTS L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
--------------------------------------------------------------------------------
5 CHECK 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 8 SHARED VOTING POWER
BENEFICIALLY 2,595,159*
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,595,159*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,595,159*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
* Calculations are based on 10,857,554 Ordinary Shares of the Issuer outstanding
on December 31, 2007. This amendment to Schedule 13D is filed jointly by
Catalyst Investments L.P., Catalyst Fund L.P., Catalyst Fund II L.P., and
Catalyst Fund III L.P., (together, the "Catalyst Entities") acting as a Group
(within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") pursuant to the Joint Filing Agreement among the
Catalyst Entities filed as Exhibit 1 hereto.
------------------- ------------ ------------------
CUSIP NO. M20115131 SCHEDULE 13D PAGE 3 OF 10 PAGES
------------------- ------------ ------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST FUND L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
--------------------------------------------------------------------------------
5 CHECK 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 8 SHARED VOTING POWER
BENEFICIALLY 1,298,358*
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,298,358*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,298,358*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
* Calculations are based on 10,857,554 Ordinary Shares of the Issuer outstanding
on December 31, 2007. This amendment to Schedule 13D is filed jointly by the
Catalyst Entities acting as a Group (within the meaning of Rule 13d-5(b)(1) of
the Securities Exchange) pursuant to the Joint Filing Agreement among the
Catalyst Entities filed as Exhibit 1 hereto.
------------------- ------------ ------------------
CUSIP NO. M20115131 SCHEDULE 13D PAGE 4 OF 10 PAGES
------------------- ------------ ------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST FUND II L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
--------------------------------------------------------------------------------
5 CHECK 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 8 SHARED VOTING POWER
BENEFICIALLY 900,780*
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
900,780*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,780*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
* Calculations are based on 10,857,554 Ordinary Shares of the Issuer outstanding
on December 31, 2007. This amendment to Schedule 13D is filed jointly by the
Catalyst Entities acting as a Group (within the meaning of Rule 13d-5(b)(1) of
the Securities Exchange Act) pursuant to the Joint Filing Agreement among the
Catalyst Entities filed as Exhibit 1 hereto.
------------------- ------------ ------------------
CUSIP NO. M20115131 SCHEDULE 13D PAGE 5 OF 10 PAGES
------------------- ------------ ------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST FUND III L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
--------------------------------------------------------------------------------
5 CHECK 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 8 SHARED VOTING POWER
BENEFICIALLY 396,021*
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
396,021*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,021*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
* Calculations are based on 10,857,554 Ordinary Shares of the Issuer outstanding
on December 31, 2007. This amendment to Schedule 13D is filed jointly by the
Catalyst Entities acting as a Group (within the meaning of Rule 13d-5(b)(1) of
the Securities Exchange Act) pursuant to the Joint Filing Agreement among the
Catalyst Entities filed as Exhibit 1 hereto.
This Amendment No. 3 to Schedule 13D amends certain information set forth
in the Schedule 13D filed by Catalyst Investments L.P. ("Catalyst Investments"),
Catalyst Fund L.P. ("Catalyst Fund"), Catalyst Fund II L.P. ("Catalyst Fund II")
and Catalyst Fund III L.P. ("Catalyst Fund III", and together with Catalyst
Investments, Catalyst Fund and Catalyst Fund II the "Reporting Persons") on May
19, 2003, as previously amended on August 17, 2005 and May 7, 2007 (the
"previous 13Ds") with respect to ownership of the ordinary shares of B.O.S.
Better Online Solutions Ltd.
Except as set forth in this Amendment No. 3 (or where otherwise
inapplicable), all information included in the previous 13Ds is incorporated
herein by reference.
ITEM 1. SECURITIES AND ISSUER
The class of equity securities to which this statement relates is the
ordinary shares nominal value of 4.00 NIS (New Israeli Shekels) ("Ordinary
Shares"), of B.O.S. Better Online Solutions Ltd. ("Issuer"), an Israeli
corporation, whose principal executive offices are located at 20 Freiman St.,
Rishon Lezion, 75101, Israel.
ITEM 2. IDENTITY AND BACKGROUND
Catalyst Investments business address is 3 Daniel Frish St. Tel-Aviv Israel
64731. Catalyst Investments is a limited partnership organized and existing
under the laws of Israel. The principal business of Catalyst Investments is to
act as the sole general partner of Catalyst Fund, Catalyst Fund II and Catalyst
Fund III. Cukierman & Co. Investment House Ltd. ("Cukierman & Co.") may be
deemed a controlling person of Catalyst Investments, and is (indirectly)
controlled by Mr. Edouard Cukierman ("Mr. Cukierman"), the Issuer's Chairman of
the Board, and the Chief Executive Officer of the general managing partner of
Catalyst Investments.
Catalyst Fund's business address is 3 Daniel Frish St., Tel-Aviv Israel
64731. Catalyst Fund is a limited partnership organized and existing under the
laws of Israel. The principal business of Catalyst Fund is making investments.
The general partner of Catalyst Fund is Catalyst Investments.
Catalyst Fund II's business address is 3 Daniel Frish St., Tel-Aviv Israel
64731. Catalyst Fund II is a limited partnership organized and existing under
the laws of Israel. The principal business of Catalyst Fund II is making
investments. The general partner of Catalyst Fund II is Catalyst Investments.
Catalyst Fund III's business address is 3 Daniel Frish St., Tel-Aviv Israel
64731. Catalyst Fund III is a limited partnership organized and existing under
the laws of Israel. The principal business of Catalyst Fund III is making
investments. The general partner of Catalyst Fund III is Catalyst Investments.
None of the Reporting Persons has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order enjoining them from engaging in future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws during
the last five years.
None of the Reporting Persons have been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
Page 6 of 10 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 31, 2007, the Reporting Persons purchased 416,780 Ordinary
Shares and warrants to purchase 270,907 Ordinary Shares from the Issuer, in
consideration for $1,000,272, pursuant to a Securities Purchase Agreement by and
among the Issuer and the investors therein (the "Transaction"). The source of
funds was the Reporting Persons working capital. Catalyst Fund was also issued
25,007 Ordinary Shares that were otherwise issuable to Cukierman & Co. as a
placement fee in connection with the Transaction.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons have acquired the securities for investment purposes
in the ordinary course of their business of investing in securities for their
own accounts or for one or more accounts over which the Reporting Persons have
investment or voting power, respectively.
Each of the Reporting Persons may further purchase, trade, lend, vote,
dispose or otherwise deal in the securities at times and in such manner,
including in the market or in private transactions, as they deem advisable in
pursuit of such investment purposes to benefit from temporary changes in the
market price of such securities, including changes resulting from actual or
perceived developments in the Issuer's operations, business strategy or
prospects, management, or from the sale or merger of the Issuer, or its
subsidiaries. To evaluate such alternatives, the Reporting Persons will perform
ongoing analysis of the Issuer's operations, prospects, business development,
management, competitive and strategic position, capital structure, and
prevailing market conditions, as well as alternative investment opportunities,
and may periodically discuss such matters with the Issuer's management or
directors, other shareholders, industry analysts, investment and financing
professionals, existing or potential strategic partners, acquirors or
competitors, sources of credit or investment banking firms. Such factors,
analysis and discussions may result in the Reporting Persons' modifying their
ownership of the securities, exchanging information with the Issuer or other
persons pursuant to appropriate confidentiality or similar agreements and in
compliance with applicable law, or holding discussions with third parties or
with management in which the Reporting Persons may suggest or take a position
with respect to potential changes in the Issuer's operations, management, board
of directors, articles of association, governance or capital structure as a
means of enhancing shareholder value. Such matters may relate to one or more of
the actions described in this Item 4, including, without limitation, the
acquisition of other businesses by the Issuer, disposing of certain assets of
the Issuer, election of one or more new directors, merger or sale of the Issuer,
or adopting or not adopting, certain types of anti-takeover measures.
The Reporting Persons reserve the right to formulate plans and/or make
proposals, and take such actions with respect to their investment in the Issuer,
including subject to applicable law, to (i) hold its securities as a passive
investor or as an active investor (whether or not as a member of a "group" with
other beneficial owners of securities or otherwise), (ii) acquire beneficial
ownership of additional securities in the open market, in privately negotiated
transactions or otherwise, (iii) dispose of all or part of its holdings of
securities, (iv) take other actions which could involve one or more of the types
of transactions or have one or more of the results described in Item 4 of this
Schedule 13D, or (v) change its intention with respect to any or all of the
matters referred to in this Item 4.
Notwithstanding the foregoing, except as discussed above, none of the
Reporting Persons have any plans or proposals to effect an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Issuer or any of its subsidiaries, cause a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, cause any
material change in the present capitalization or dividend policy of the Issuer,
cause any other material change in the Issuer's business or corporate structure,
cause any changes in the Issuer's articles of association or other actions that
may impede the acquisition of control of the Issuer by any person, cause a class
of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted on an inter-dealer quotation system of
a registered national securities association, cause a class of equity securities
of the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or take any other
action similar to any of those enumerated above.
Page 7 of 10 Pages
One individual affiliated with the Reporting Persons (Mr. Cukierman) is
currently serving as a director on the Issuer's Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Catalyst Fund is the beneficial owner of 1,059,261 Ordinary
Shares and of 239,097 warrants to purchase Ordinary Shares ("Warrants") of the
Issuer; such shares and Warrants represent beneficial ownership of 11.7% of the
Ordinary Shares of the Issuer. Catalyst Fund II is the beneficial owner of
734,898 Ordinary Shares of the Issuer and 165,882 Warrants; such shares and
Warrants represent beneficial ownership of 8.2% of the Ordinary Shares of the
Issuer. Catalyst Fund III is the beneficial owner of 323,093 Ordinary Shares of
the Issuer and 72,928 Warrants; such shares and Warrants represent beneficial
ownership of 3.6% of the Ordinary Shares of the Issuer.
Catalyst Fund, Catalyst Fund II and Catalyst Fund III invest together, pro
rata, in the framework of a venture capital fund, which is managed by Catalyst
Investments. The pro-rata allocation among such entities is as follows: Catalyst
Fund -50%; Catalyst Fund II - 34.7%; Catalyst Fund III - 15.3%.
Catalyst Investments, in its capacity of being the sole general partner of
Catalyst Fund, Catalyst Fund II and Catalyst Fund III, controls and manages
Catalyst Fund, Catalyst Fund II and Catalyst Fund III. Accordingly, Catalyst
Investments is the beneficial owner of the shares held by Catalyst Fund,
Catalyst Fund II and Catalyst Fund III. Catalyst Investments, in its capacity as
the general partner of Catalyst Fund, Catalyst Fund II and Catalyst Fund III,
has the voting and dispositive power over the shares held by Catalyst Fund,
Catalyst Fund II and Catalyst Fund III. Cukierman & Co. may be deemed a
controlling person of Catalyst Investments, and is (indirectly) controlled by
Mr. Cukierman, the Issuer's Chairman of the Board, and the Chief Executive
Officer of the general managing partner of Catalyst Investments. Mr. Cukierman
disclaims beneficial ownership in such shares, except to the extent of his
proportionate interest in them as an indirect limited partner in the general
partner of Catalyst Investments.
Mr. Cukierman holds 21,666 Ordinary Shares and options to purchase 248,876
Ordinary Shares of the Issuer. Mr. Cukierman is also entitled to receive options
to purchase 400,000 Ordinary Shares, such options to be granted to him in four
equal portions of 100,000 each, in respect of his services as Active Chairman of
the Issuer in the years 2007, 2008, 2009 and 2010. In addition, Mr. Cukierman
holds, through a wholly owned company, E.D.I European Development and
Investments Ltd. an additional 6,424 Ordinary Shares of the Issuer. Cukierman &
Co. holds 12,600 Ordinary Shares of the Issuer.
The Reporting Persons disclaim beneficial ownership in such Ordinary Shares
and options to purchase Ordinary Shares of Mr. Cukierman and of Cukierman & Co.
Catalyst Investments is the registered owner of all 2,117,252 Ordinary
Shares and 477,907 Warrants owned by Catalyst Fund, Catalyst Fund II and
Catalyst Fund III pursuant to a trust arrangement by and among Catalyst
Investments and such beneficial owners. Therefore, Catalyst Investments
beneficially owns said Ordinary Shares and Warrants, which represent beneficial
ownership of 22.9% of the Issuer's Ordinary Shares.
(c)-(d)-(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER
None.
Page 8 of 10 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement, dated as of May 15, 2003, by and among
Catalyst Investments L.P., Catalyst Fund L.P., Catalyst Fund II L.P.
and Catalyst Fund III L.P.*
2. Trust Agreement dated as of January, 2001 by and among Catalyst
Investments L.P., Catalyst Fund L.P., Catalyst Fund II L.P. and
Catalyst Fund III L.P.*
---------------------
* Incorporated by reference to the Schedule 13D filed by the Reporting
Persons on May 19, 2003.
Page 9 of 10 Pages
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.
Dated: January 10, 2008
CATALYST INVESTMENTS L.P.
By its General Partner, Catalyst Venture Capital Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
--------------------------------------
By: Edouard Cukierman and Alon Michal
CATALYST FUND L.P.
By its General Partner, Catalyst Investments L.P.
By its General Partner, Catalyst Venture Capital Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
--------------------------------------
By: Edouard Cukierman and Alon Michal
CATALYST FUND II L.P.
By its General Partner, Catalyst Investments L.P.
By its General Partner, Catalyst Venture Capital Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
--------------------------------------
By: Edouard Cukierman and Alon Michal
CATALYST FUND III L.P.
By its General Partner, Catalyst Investments L.P.
By its General Partner, Catalyst Venture Capital Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
--------------------------------------
By: Edouard Cukierman and Alon Michal
Page 10 of 10 Pages