-----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, OUuNu769D4AcIirfi868tAP7Ws151/28wIEdOOGkI6GXp25eqiLDrAKevEts3YVO 0eamjEe40XzaCTF814AJiA== 0001178913-09-001650.txt : 20090713 0001178913-09-001650.hdr.sgml : 20090713 20090713091845 ACCESSION NUMBER: 0001178913-09-001650 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090713 DATE AS OF CHANGE: 20090713 GROUP MEMBERS: LYNAV HOLDINGS LTD. GROUP MEMBERS: OFER HI-TECH INVESTMENTS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUMENIS LTD CENTRAL INDEX KEY: 0001004945 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54169 FILM NUMBER: 09941255 BUSINESS ADDRESS: STREET 1: PO BOX 240 CITY: YOKNEAM ISRAEL 20692 STATE: L5 ZIP: 00000 BUSINESS PHONE: 9729599000 MAIL ADDRESS: STREET 1: 100 CRESENT ROAD CITY: NEEDHAM STATE: MA ZIP: 02194 FORMER COMPANY: FORMER CONFORMED NAME: ESC MEDICAL SYSTEMS LTD DATE OF NAME CHANGE: 19951214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OFER SHIPS HOLDINGS LTD CENTRAL INDEX KEY: 0001278119 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 HANAMAL STREET CITY: HAIFA ISRAEL STATE: L3 ZIP: 00000 BUSINESS PHONE: 9728610610 MAIL ADDRESS: STREET 1: 2 HANAMAL STREET CITY: HAIFA ISRAEL STATE: L3 ZIP: 00000 SC 13D/A 1 zk96991.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 3) UNDER THE SECURITIES EXCHANGE ACT OF 1934 LUMENIS LTD. --------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, Par Value NIS 0.10 --------------------------------------------------------------------------- (Title of Class of Securities) M6778Q 10 5 --------------------------------------------------------------------------- (CUSIP Number) Yoav Doppelt 40 Einstein Street, Ramat Aviv Office Tower, 6th floor, Tel Aviv 69102, Israel. 972-3-745-6000 --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 25, 2009 --------------------------------------------------------------------------- (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. [_] 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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP NO. M6778Q 10 5 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Ofer Hi-Tech Investments Ltd. - -------------------------------------------------------------------------------- 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) 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 75,680,900 (1) Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 13,676,687 (2) Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 75,680,900 (1) Person with ------------------------------------------------------------- 10. Shared Dispositive Power 9,996,721 (3) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 89,357,587 (1) (2) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 39.4% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Includes 10,148,520 Ordinary Shares underlying currently exercisable warrants. Also includes 2,038,925 Ordinary Shares that may be purchased by a third party through the exercise of an option granted thereto by the Reporting Person. See Item 5. (2) Represents (i) 8,695,584 Ordinary Shares, and 1,301,137 Ordinary Shares underlying currently exercisable warrants, all of which are held by the Reporting Person in trust for certain third parties and (ii) 3,679,966 Ordinary Shares with respect to which the Reporting Person has certain voting rights. See Item 5. (3) Represents 8,695,584 Ordinary Shares and 1,301,137 Ordinary Shares underlying currently exercisable warrants, all of which are held by the Reporting Person in trust for certain third parties. See Item 5. - -------------------------------------------------------------------------------- CUSIP NO. M6778Q 10 5 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Ofer Holdings Group Ltd. - -------------------------------------------------------------------------------- 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) 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 89,357,587 (1) Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person with ------------------------------------------------------------- 10. Shared Dispositive Power 85,677,621 (2) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 89,357,587 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 39.4% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Includes (i) 8,695,584 Ordinary Shares that are held by Ofer Hi-Tech Investments Ltd. in trust for certain third parties, (ii) 11,449,657 Ordinary Shares underlying currently exercisable warrants, including 1,301,137 Ordinary Shares underlying currently exercisable warrants that are held by Ofer Hi-Tech Investments Ltd. in trust for certain third parties, and (iii) 3,679,966 Ordinary Shares with respect to which Ofer Hi-Tech Investments Ltd. has certain voting rights. See Item 5. (2) Includes (i) 8,695,584 Ordinary Shares that are held by Ofer Hi-Tech Investments Ltd. in trust for certain third parties and (ii) 11,449,657 Ordinary Shares underlying currently exercisable warrants, including 1,301,137 Ordinary Shares underlying currently exercisable warrants that are held by Ofer Hi-Tech Investments Ltd. in trust for certain third parties. See Item 5. - -------------------------------------------------------------------------------- CUSIP NO. M6778Q 10 5 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Lynav Holdings Ltd - -------------------------------------------------------------------------------- 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) PF - -------------------------------------------------------------------------------- 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 438,310 NUMBER OF ------------------------------------------------------------- SHARES 8. Shared Voting Power BENEFICIALLY 89,357,587 (1) OWNED BY ------------------------------------------------------------- EACH 9. Sole Dispositive Power REPORTING 438,310 PERSON WITH ------------------------------------------------------------- 10. Shared Dispositive Power 85,677,621 (2) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 89,795,897 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 39.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Includes (i) 8,695,584 Ordinary Shares that are held by Ofer Hi-Tech Investments Ltd. in trust for certain third parties, (ii) 11,449,657 Ordinary Shares underlying currently exercisable warrants, including 1,301,137 Ordinary Shares underlying currently exercisable warrants that are held by Ofer Hi-Tech Investments Ltd. in trust for certain third parties, and (iii) 3,679,966 Ordinary Shares, with respect to which Ofer Hi-Tech Investments Ltd. has certain voting rights. See Item 5. (2) Includes (i) 8,695,584 Ordinary Shares that are held by Ofer Hi-Tech Investments Ltd. in trust for certain third parties and (ii) 11,449,657 Ordinary Shares underlying currently exercisable warrants, including 1,301,137 Ordinary Shares underlying currently exercisable warrants that are held by Ofer Hi-Tech Investments Ltd. in trust for certain third parties. See Item 5. ITEM 1. SECURITY AND ISSUER. This Amendment No. 3 ("AMENDMENT NO. 3") to the Statement of Beneficial Ownership on Schedule 13D filed on July 10, 2007 (the "ORIGINAL STATEMENT"), as amended by Amendment No. 1 filed on June 23, 2008 ("AMENDMENT NO. 1") and Amendment No. 2 filed on April 1, 2009 ("AMENDMENT NO. 2"), relates to the ordinary shares, par value NIS 0.10 per share ("ORDINARY SHARES") of Lumenis Ltd., an Israeli company (the "ISSUER"). The principal executive offices of the Issuer are located at Yokneam Industrial Park, P.O. Box 240, Yokneam 20692, Israel. This Amendment No. 3 is being filed by the Reporting Persons (as defined in Item 2 below) in order to report the purchase by Ofer Hi-Tech (as defined in Item 2 below), on June 25, 2009, of 4,272,727 additional Ordinary Shares (the "ADDITIONAL SHARES") and 2,136,364 additional warrants to purchase Ordinary Shares of the Issuer (the "ADDITIONAL WARRANTS") (a portion of such Additional Shares and Additional Warrants are to be held in trust by Ofer Hi-Tech for certain third parties) pursuant to that certain Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of June 21, 2009, by and between the Issuer and Ofer Hi-Tech (the transaction pursuant to which such purchase occurred, including simultaneous purchases by other investors from the Issuer pursuant to agreements substantially similar to the Purchase Agreement, the "EQUITY FINANCING"). Except as set forth in this Amendment No. 3, all information included in the Original Statement, as modified by Amendments No. 1 and No. 2, is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. This Amendment No. 2 is being filed by each of: (i) Ofer Hi-Tech Investments Ltd., an Israeli company ("OFER HI-TECH"), (ii) Ofer Holdings Group Ltd. ("OFER HOLDINGS"), an Israeli company and indirect parent company of Ofer Hi-Tech, and (iii) Lynav Holdings Ltd., an Israeli company ("LYNAV HOLDINGS") (collectively, the "REPORTING PERSONS"). Ofer Holdings is held in equal shares by Orona Investments Ltd. (an Israeli company) and Lynav Holdings. Orona Investments Ltd. is indirectly owned 78% by Mr. Udi Angel, who also indirectly owns 100% of the means of control of Orona Investments Ltd. Lynav Holdings is held 95% by CIBC Bank and Trust Company (Cayman) Ltd.- as trustee of an irrevocable discretionary trust established in the Cayman Islands. The following identity and background information is presented with respect to each of Ofer Hi-Tech, Ofer Holdings, Lynav Holdings and Orona Investments Ltd (collectively, the "REPORTING ENTITIES"): (a) STATE OF ORGANIZATION: Israel. (b) PRINCIPAL BUSINESS: Ofer Hi-Tech is an investment company which invests in, among others, technology companies. Each of Ofer Holdings, Orona Investments Ltd. and Lynav Holdings is a holding and investment company. (c) ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE: 9 Andre Saharov St., Haifa 31905, Israel. (d) CRIMINAL PROCEEDINGS: During the last five years, none of the Reporting Entities has been convicted in any criminal proceeding. (e) CIVIL PROCEEDINGS INVOLVING SECURITIES LAW VIOLATIONS: During the last five years, none of the Reporting Entities has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The following identity and background information is presented with respect to Udi Angel (the "REPORTING INDIVIDUAL"): (b) BUSINESS ADDRESS: 40 Einstein Street, Ramat Aviv Office Tower, 6th floor, Tel Aviv 69102, Israel. (c) PRESENT PRINCIPAL OCCUPATION: Business person. (d) CRIMINAL PROCEEDINGS: During the last five years, the Reporting Individual has not been convicted in any criminal proceeding. (e) CIVIL PROCEEDINGS INVOLVING SECURITIES LAW VIOLATIONS: During the last five years, the Reporting Individual has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) CITIZENSHIP: Israel. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Ofer Hi-Tech financed the acquisition of the Additional Shares and Additional Warrants reported in this Amendment No. 3 through the use of working capital funds and/or proceeds from contributions by shareholders. ITEM 4. PURPOSE OF TRANSACTION. Except as set forth herein, as of the filing of this Amendment No. 3, the Reporting Persons and the other entities identified in Item 2 do not have any definitive plans or proposals which relate to or would result in any of the following: (a) the acquisition by the Reporting Persons of additional Ordinary Shares, or the disposition of Ordinary Shares that they hold; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) a material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer's business or corporate structure; (f) changes in the Issuer's articles of association or other actions which may impede the acquisition of control of the Issuer by any other person; (g) causing the Ordinary Shares to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association (if and when applicable to the Issuer); (h) causing the Ordinary Shares to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. The Reporting Persons and the other entities identified in Item 2 may acquire (including through the exercise of warrants and options) additional, and/or sell existing, Ordinary Shares of the Issuer, either in the open market or in privately negotiated transactions (including pursuant to that certain Purchase Agreement (the "2006 PURCHASE AGREEMENT"), dated as of September 30, 2006, by and among the Issuer, LM Partners L.P. ("LM PARTNERS"), Ofer (Ships Holding) Ltd. (together with LM Partners, the "INVESTORS") and LM (GP) L.P., as the Investors' representative). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. All calculations of beneficial ownership percentage in this Amendment No. 3 are made on the basis of 215,335,424 outstanding Ordinary Shares of the Issuer, excluding 35,527 shares of treasury stock, as of the date hereof. (a) (i) Ofer Hi-Tech may be deemed to be the beneficial owner of an aggregate of 89,357,587 Ordinary Shares of the Issuer, representing approximately 39.4% of the issued and outstanding share capital of the Issuer. Such amount consists of: (w) 65,532,380 Ordinary Shares held by Ofer Hi-Tech directly for its own account, of which 2,038,925 Ordinary Shares are subject to the Option under the Voting/Option Agreement (as described in Item 6 below); (x) 10,148,520 Ordinary Shares issuable upon exercise of warrants (all of which are currently exercisable) held by Ofer Hi-Tech for its own account; (y) 8,695,584 Ordinary Shares and 1,301,137 additional Ordinary Shares issuable upon exercise of warrants that are held in trust by Ofer Hi-Tech pursuant to the Trust Agreement (as described in Item 6 below); and (z) 3,679,966 Ordinary Shares held by Mr. Eli Azur and Mirkaei Tikshoret Ltd., with respect to which Ofer Hi-Tech has certain voting rights under the Voting/Option Agreement (as described in Item 6 below). Ofer Hi-Tech possesses sole voting and dispositive power with respect to all Ordinary Shares that it beneficially owns with the exception of (A) the 8,695,584 Ordinary Shares and 1,301,137 additional Ordinary Shares issuable upon exercise of warrants that are held in trust by Ofer Hi-Tech pursuant to the Trust Agreement, under which it shares voting and dispositive power with third parties, and (B) the 3,679,966 Ordinary Shares held by Mr. Eli Azur and Mirkaei Tikshoret Ltd., with respect to which Ofer Hi-Tech has no dispositive power and merely shares voting power under the Voting/Option Agreement. (ii) Ofer Holdings may be deemed to be the beneficial owner of an aggregate of 89,357,587 Ordinary Shares of the Issuer, representing approximately 39.4% of the issued and outstanding share capital of the Issuer. Ofer Holdings does not hold any Ordinary Shares itself. Ofer Holdings merely shares voting power and dispositive power (by virtue of Ofer Holdings' serving as an indirect parent company of Ofer Hi-Tech) with respect to all Ordinary Shares for which Ofer Hi-Tech has sole or shared voting or dispositive power. (iii) Lynav Holdings may be deemed to be the beneficial owner of an aggregate of 89,795,897 Ordinary Shares of the Issuer, representing approximately 39.6% of the issued and outstanding share capital of the Issuer. Such amount consists of (x) 438,310 Ordinary Shares held by Lynav Holdings directly (for which it has sole voting and dispositive power) and (y) the 89,357,587 Ordinary Shares beneficially owned by Ofer Hi-Tech, with which Lynav Holdings shares voting and dispositive power by virtue of its indirect 50% ownership interest in Ofer Hi-Tech. Lynav Holdings disclaims beneficial ownership of all Ordinary Shares beneficially owned by Ofer Hi-Tech except to the extent of its pecuniary interest therein. (iv) Each of Orona Investments Ltd. and Mr. Udi Angel may be deemed to share beneficial ownership (both voting power and dispositive power) with respect to all Ordinary Shares held by Ofer Hi-Tech by virtue of their respective indirect ownership interest in Ofer Hi-Tech. Each of Orona Investments Ltd. and Mr. Udi Angel disclaims beneficial ownership of all such Ordinary Shares except to the extent of his or its (as appropriate) pecuniary interest therein. Except for the foregoing, the Reporting Persons and the other persons and entities identified in Item 2 do not have any beneficial ownership in any Ordinary Shares. (b) The Reporting Persons and the other persons and entities identified in Item 2 possess either sole power or shared power to vote and direct the vote, and sole power or shared power to dispose or to direct the disposition of, the Issuer's Ordinary Shares as described in paragraph (a) above. (c) Other than the acquisition of the Additional Shares and Additional Warrants by Ofer Hi-Tech pursuant to the Purchase Agreement, no transactions in securities of the Issuer have been effected during the last 60 days by any of the Reporting Persons or any of the additional persons named in Item 2 above. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As described in the Original Statement and Amendment No. 2, pursuant to a trust agreement dated as of September 30, 2006 by and between Ofer Hi-Tech and certain third parties (the "TRUST AGREEMENT"), Ofer Hi-Tech holds in trust for the benefit of such third parties Ordinary Shares and warrants to purchase additional Ordinary Shares of the Issuer. As a result of Ofer Hi-Tech's purchase of the Additional Shares and Additional Warrants pursuant to the Purchase Agreement, the total number of Ordinary Shares and warrants to purchase additional Ordinary Shares that it holds under the Trust Agreement was increased to 8,695,584 and 1,301,137, respectively. Pursuant to the Trust Agreement, Ofer Hi-Tech will vote and take all other actions with respect to such securities (including the sale thereof) in accordance with instructions from the third parties. In the absence of such instructions, Ofer Hi-Tech may vote and take all other actions with respect to such securities (including the sale thereof) as it sees fit in its sole and absolute discretion. As described in Amendments No. 1 and No. 2, pursuant to a voting and option agreement dated as of August 31, 2007 (the "VOTING/OPTION AGREEMENT") by and between Mr. Eli Azur and Mirkaei Tikshoret Ltd., on the one hand, and Ofer Hi-Tech, on the other hand, (i) Mr. Eli Azur and Mirkaei Tikshoret Ltd. agreed to vote all of the shares of the Issuer held by them (currently, 3,679,966 Ordinary Shares) in favor of or against any resolution proposed to be adopted at any meeting of the Issuer's shareholders (or pursuant to a written consent of the Issuer's shareholders) in the manner voted by Ofer Hi-Tech, and (ii) in consideration for the foregoing, Ofer Hi-Tech granted Mr. Azur and Mirkaei Tikshoret Ltd. an option (the "OPTION") to purchase up to 2,038,925 Ordinary Shares held by Ofer Hi-Tech at a price of $1.079 per Ordinary Share. The Voting/Option Agreement shall terminate upon the earliest of (a) immediately prior to consummation of a public offering of the Issuer's securities, (b) immediately prior to the closing of a merger of the Issuer, the sale of all or substantially all of the Ordinary Shares, any transaction that results in a change of control of the Issuer, the sale of all or substantially all of the Issuer's assets or the sale of a division of the Issuer, in each case for consideration of at least $30 million, (c) immediately prior to the sale, assignment, transfer or disposal of all of the Ordinary Shares held by Ofer Hi-Tech, and (d) August 1, 2010. Pursuant to that certain Tag Along Agreement (the "TAG ALONG AGREEMENT"), dated as of June 28, 2009, by and among Ofer Hi-Tech and Bank Hapoalim B.M. (the "BANK"), Ofer Hi-Tech has agreed to provide the Bank with "tag-along" rights in the case of a sale of Ordinary Shares by Ofer Hi-Tech to a third party. Under the Tag Along Agreement, Ofer Hi-Tech shall provide the Bank with fourteen (14) days prior written notice of, and an opportunity to participate in, on a pro-rata basis (based on Ofer Hi-Tech's and the Bank's relative percentage ownership of Ordinary Shares, including shares issuable upon conversion or exercise of outstanding convertible securities), the sale of Ordinary Shares to a third party upon the terms of such sale agreed upon by Ofer Hi-Tech and the third party. Ofer Hi-Tech may consummate the sale to the third party prior to the expiration of the fourteen (14) days period, in which case, Ofer Hi-Tech shall purchase from the Bank the shares with respect to which the Bank has duly exercised its tag-along right, on terms no less favorable to the Bank than those terms under which Ofer Hi-Tech sold its shares to the third party. The Bank's tag-along rights under the Tag Along Agreement do not extend to (i) transfers by Ofer Hi-Tech to certain permitted transferees (including affiliates, family members, related parties, transferees by operation of law, other similarly situated persons and certain additional persons identified in the Tag Along Agreement); (ii) a transfer to a transferee to whom all or substantially all of Ofer Hi-Tech's portfolio of investments is transferred; (iii) sales by Ofer Hi-Tech on a stock exchange or in open market transactions; (iv) sales by Ofer Hi-Tech pursuant to a registration statement effected consistent with the Registration Rights Agreement (as defined below in this Item 6); (v) sales by Ofer Hi-Tech pursuant to a tender offer; and (vi) sales by Ofer Hi-Tech of Ordinary Shares not exceeding 5% of the then issued and outstanding share capital of the Issuer. In addition, the Bank's rights do not apply with respect to Ordinary Shares that are either (x) acquired in open market transactions by account managers with discretionary power on behalf of Ofer Hi-Tech, without the direct instruction of Ofer Hi-Tech; or (y) held by Ofer Hi-Tech not for its own account. The Tag Along Agreement terminates upon the earlier of (a) such time as one or more of the Investors, together with LM Partners' permitted transferees, Ofer Hi-Tech's affiliates or entities for which shares are held by Ofer Hi-Tech in trust, reduce their holdings in the Issuer's issued and outstanding share capital, in the aggregate, to less than 47% of the issued and outstanding share capital; or (b) June 30, 2014. The Tag-Along Agreement is annexed to this Amendment No. 2 as EXHIBIT 4 hereto, and is incorporated, in its entirety, by reference into this Item 6. Pursuant to that certain Registration Rights' Agreement, dated as of December 5, 2006, as amended by Amendment No. 1 thereto, dated as of June 25, 2009, by and among the Issuer, LM Partners, Ofer Hi-Tech, the Bank and the other parties thereto (as amended, the "REGISTRATION RIGHTS AGREEMENT"), the Issuer has granted, subject to customary exceptions, demand registration rights (including for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended) and "piggyback" registration rights with respect to (x) the Additional Shares and Ordinary Shares underlying Additional Warrants held by Ofer Hi-Tech, along with (y) all Ordinary Shares and all Ordinary Shares underlying warrants issued to the Reporting Persons pursuant to the 2006 Purchase Agreement (including the adjustment provisions thereof), and (z) any Ordinary Shares issued pursuant to any stock split, stock dividend, reclassification or similar adjustment events with respect to the foregoing shares. Ordinary Shares issued or issuable to LM Partners pursuant to the Equity Financing and the 2006 Purchase Agreement, Ordinary Shares issuable to the Bank upon its exercise of warrants, and Ordinary Shares issued or issuable to other investors by the Issuer pursuant to the Equity Financing, are also entitled to registration rights under the Registration Rights Agreement. The Registration Rights Agreement, as amended, is annexed as EXHIBIT 5 hereto, and is incorporated, in its entirety, by reference into this Item 6. Except as set forth above, currently there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or any of the other persons and entities identified in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT 1 - Trust Agreement dated September 30, 2006 by and among Ofer Hi-Tech and the beneficiaries thereunder (incorporated by reference to Exhibit 1 to the Original Statement, filed on July 10, 2007) EXHIBIT 2 - Summary of material terms relating to loan extended to Ofer Hi-Tech (incorporated by reference to Exhibit 2 to the Original Statement, filed on July 10, 2007) EXHIBIT 3 - Voting and Option Agreement, dated as of August 31, 2007, by and between Mr. Eli Azur and Mirkaei Tikshoret Ltd., on the one hand, and Ofer Hi-Tech, on the other hand (incorporated by reference to Exhibit 1 to Amendment No. 1, filed on June 23, 2008) EXHIBIT 4 - Tag Along Agreement, dated as of June 28, 2009, by and among Ofer Hi-Tech and the Bank EXHIBIT 5 - Registration Rights' Agreement, dated as of December 5, 2006, as amended by Amendment No. 1 thereto, dated as of June 25, 2009, by and among the Issuer, LM Partners, Ofer Hi-Tech, the Bank and the other parties thereto (incorporated by reference to Exhibit 4.23 to the Issuer's Registration Statement on Form 20-F, File #0-27572, filed with the SEC on May 1, 2007 and to Exhibit 4.b(21) to the Issuer's Annual Report on Form 20-F, filed with the SEC on June 30, 2009) EXHIBIT 6 - Joint Filing Agreement pursuant to Rule 13d-1(k)(1) SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, we certify that the information set forth in this statement is true, complete and correct. Ofer Hi-Tech Investments Ltd. By: /s/ Yoav Doppelt ----------------------------- Yoav Doppelt Ofer Holdings Group Ltd. By: /s/ Eyal Wolfsthal ----------------------------- Eyal Wolfsthal Lynav Holdings Ltd. By: /s/ Abraham Anaby ----------------------------- Abraham Anaby Dated: July 13, 2009 EX-99 2 exhibit_4.txt EXHIBIT 4 TAG ALONG AGREEMENT THIS TAG ALONG AGREEMENT (this "AGREEMENT") is entered into as of the 28 day of June, 2009, by and among Ofer Hi-Tech Investments Ltd. ("OFER HI-TECH" or the "SHAREHOLDER") and Bank Hapoalim B.M. (the "BANK). WHEREAS, the Shareholder is a holder of Shares and Convertible Securities (as such terms are defined below) of Lumenis Ltd. (the "COMPANY"); and WHEREAS, the Bank holds warrants to acquire Shares of the Company numbered 5 and 6 respectively (the "BANK WARRANT"). NOW, THEREFORE, in consideration of the mutual agreements, covenants and other promises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows: 1. DEFINITIONS. As used in this Agreement, the following capitalized terms shall have the following respective meanings: 1.1. "AFFILIATE" shall mean, with respect to any person, mean any company which controls, is controlled by, or under common control with, such person; "control" and "holding" shall bear the meanings assigned to such term in Section 1 of the Securities Law, 1968; 1.2. "CONVERTIBLE SECURITIES" means any securities convertible into, or exercisable for, Shares, subject to Clause 2.10; 1.3. "PERMITTED TRANSFEREE" shall mean (i) any entity which beneficially or legally controls, is controlled by, or is under common control with the Promoter in each case, either directly or indirectly; (ii) spouse (or widow or widower), parents, siblings, lineal descendant of such persons or their spouse, including step and adopted children, and their respective spouses; (iii) a transferee by operation of law, including the laws of descent and distribution; (iv) an Affiliate of a person or of a Permitted Transferee of such person pursuant to the other subsections hereof; (v) as to any Person which holds any securities or interests in a trust - the beneficiary or beneficiaries of such trust, or a trustee holding for the benefit of such Person (or the persons listed in Subsection (ii) above), or a successor trustee; (vi) as to any person which is a general or limited partnership: any of its current or retired partners or members; any person (and its respective current or retired partners or members) managed or co-managed by the same management company or the same managing general partner; any person (and its respective current or retired partners or members) managed by an entity which controls, is controlled by, or is under common control with, (A) such management company or managing general partner (B) any entity managed by, or directly or in directly controlled by, or is under common control with any of the persons listed in Subsection (i) and (ii) above; (vii) a transferee of all or substantially all of the Shareholder's portfolio; (viii) a transferee pursuant to the exercise of pledge granted on the Shares in favor of Bank Leumi. Without derogating from the aforesaid, any of the following shall also be treated as a "Permitted Transferee": (1) Ofer Hi-Tech Ltd., Ofer Hi-Tech Investments Ltd., Ofer (Ships Holding) Ltd., Ofer Holdings Group Ltd., Ofer-Or Investments Group Ltd. and its subsidiaries, LYN OR (Communication) Ltd., Orlin Technologies Ltd., Naiot Technological incubator Ltd., Ofer Management Group Ltd. and Ofer Media Ltd.; (2) each of Sammy Ofer, Eyal Ofer, Idan Ofer and/or Ehud Angel and their family members, the descendants, ancestors and spouse of each of the foregoing, and/or any corporate entity or trust which is controlled by any of the foregoing or of which any of the foregoing is the main beneficiary(ies). 1.4. "PROMOTER" shall mean Udi Angel. 1.5. "SHARES" shall means the ordinary shares of the Company (and any shares of capital stock substituted for the ordinary shares as a result of any stock split, stock dividend or similar recapitalization events), subject to Clause 2.10. 1.6. "including" and "includes" means including, without limiting the generality of any description preceding such terms; 1.7. a "person" shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the aforegoing; and 1.8. The preamble to this Agreement constitutes an integral part thereof. 2. TAG ALONG 2.1. The Shareholder may not sell Shares in one or a series of related transactions to any person without first complying with the provisions of this clause 2, and subject to its terms. 2.2. The Shareholder shall give written notice (the "OFFER NOTICE") to the Bank of such intended sale. The Offer Notice shall specify the identity of the proposed purchaser (the "THIRD PARTY PURCHASER"), the purchase price (the "PURCHASE PRICE"), including the purchase price per Share (the "PER SHARE PRICE") and other terms and conditions of payment, the proposed date of sale, the number of Shares proposed to be purchased by the Third Party Purchaser (the "OFFERED SHARES") and the number of Shares and Convertible Securities owned by the Shareholder. 2.3. The Bank shall be entitled, by written notice given to the Shareholder within 14 (fourteen) days of receipt of the Offer Notice, to join the sale to such Third Party Purchaser (the "EXERCISE NOTICE") in an amount of Shares of up to the Bank's Pro-Rata Portion (as defined below), as the Bank shall specify in the Exercise Notice, on terms and conditions no less favorable to the Bank than those under which the Shareholder's Offered Share are sold. 2.4. The Bank's pro-rata share shall be the ratio of the number of Shares held by the Bank (including the number of Shares into which the Bank Warrant is exercisable) to the sum of (i) the total number of all Shares held by the Shareholder (including the number of Shares into which the Convertible Securities held by such Shareholder are exercisable) as of such date plus (ii) the number of Shares held by the Bank (including the number of Shares into which the Bank Warrant is exercisable) as of such date (the "BANK'S PRO-RATA PORTION"). 2.5. The Shareholder shall use its reasonable efforts to interest the Third Party Purchaser in purchasing, in addition to the Offered Shares, the Shares that the Bank wishes to sell as indicated in its Exercise Notice. If the Third Party Purchaser does not wish to increase the number of Offered Shares to be purchased by it, then the number of Offered Shares proposed to be sold by the Shareholder shall be reduced if and to the extent necessary to provide for sale by the Bank of the Shares as indicated in its Exercise Notice. Notwithstanding anything to the contrary, the Shareholder shall be entitled to consummate the sale of Offered Shares to the Third Party Purchaser, prior to the expiration of the 14 day period pursuant to Clause 2.3, provided that in such event the Shareholder shall purchase from the Bank any Shares with respect to which an Exercise Notice has been duly sent, and on terms no less favorable to the Bank than those pursuant to which the Offered Shares were sold. 2.6. For the avoidance of doubt, the exercise of the tag along rights hereunder shall be conditioned upon the Bank exercising such portion of the Bank Warrant that is subject to the sale of the Shares in the proposed sale pursuant to this Clause 2. - 2 - 2.7. To the extent the Bank exercised its right under this Clause 2, its sale of Shares to the Third Party shall be made on terms and conditions no less favorable to the Bank than those on which the Shareholders is selling its Shares, provided however, that the Bank shall not be required to make any representations or warranties to the Third Party Purchaser regarding the Company but shall otherwise be deemed to have given such representations and would be subject to all the provisions of the agreement as if it made such representations, including for purposes of indemnifying the Third Party Purchaser in case of breach of representations, pro-rata with the Shareholder and in an amount not to exceed the amount of consideration received by the Bank from such Third Party Purchaser. 2.8. For the avoidance of doubt, (a) in the event the transactions contemplated by an Offer Notice shall not be consummated by the Shareholder for any reason, the Bank shall not be required to sell any Shares to the Third Party Purchaser and (b) in the event that the Shareholder proposes to effect a sale on terms and conditions less favorable than as set forth in the Offer Notice or in the event that the transaction is not consummated within 120 (one hundred and twenty) days after the Bank's notification of its exercise of its rights hereunder or the expiration of the 14 (fourteen) days period pursuant to Clause 2.3 above, then the Shareholder shall not proceed with any sale without the Shareholder again complying with the terms and conditions of this Clause 2. 2.9. Notwithstanding the foregoing, the provisions of this Clause 2 shall not apply to (i) transfer to Permitted Transferees; (ii) sales on a stock exchange or in open market transactions; (iii) sales pursuant to a registration statement effected consistent with the Registration Rights' Agreement between the Company, the Shareholder, the Bank and the other parties specified therein, dated December 5, 2006, as amended; (iv) sales pursuant to a tender offer; or (v) sale of Shares not exceeding 5% of the then issued and outstanding share capital of the Company. 2.10. Any Shares or Convertible Securities (i) acquired in open market transactions by account managers with discretionary power on behalf of the Shareholder, without the direct instruction of the Shareholder; or (ii) held by the Shareholders not for Shareholder's own account (including, for the avoidance of doubt, Shares held by the Shareholders and referred to in clause (a) of footnote 2 of Item 7A in the Company's Annual Report on Form 20-F for the year ended December 31, 2008); shall not be deemed to be subject to the provisions of this Agreement (and, for the sake of clarity, shall not be deemed "Shares" for purposes of clause 2.4 above. 3. REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDER The Shareholder represents and warrants that: 3.1. its signature of this Agreement and the performance by it of its obligations pursuant to this Agreement do not in any way contradict any rights of third parties, any contracts or agreements to which it is a party, its Articles of Association or any applicable law; 3.2. the signature of this Agreement and the performance of its obligations under this Agreement are within its power and authority and have been duly and validly authorized by all necessary corporate action; and 3.3. This Agreement has been duly and validly executed by it and constitutes its valid, legal and binding obligation, enforceable against the Shareholder in accordance with its terms. 4. TERM. This Agreement shall terminate on the earlier of: (i) such time as one or more of the Relevant Shareholders reduce their holdings in the Company's issued and outstanding share capital, in the aggregate, to less than 47% of the issued and outstanding share capital; or (ii) June 30, 2014. The "Relevant Shareholders" shall mean as defined in Amendment no. 2 to the Restructuring Agreement. - 3 - 5. MISCELLANEOUS 5.1. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and shall be construed in accordance with Israeli law and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction to hear any matters. 5.2. SUCCESSORS AND ASSIGNS; ASSIGNMENT. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. This Agreement may not be assigned by the Shareholder without the prior written consent of the Bank. 5.3. ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement. 5.4. NOTICES, ETC. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be faxed or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such party's address as set forth in SCHEDULE 1 attached hereto, or at such other address as the party shall have furnished to each other party in writing in accordance with this provision. Any notice sent in accordance with this clause 4.4 shall be effective and deemed received: (a) if mailed, 5 (five) business days after mailing; (b) if sent by messenger, upon delivery; and (c) if sent via facsimile, upon transmission and electronic confirmation of receipt (and the next business day, if not transmitted on a business day). 5.5. DELAYS OR OMISSIONS. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. Unless provided otherwise herein, all remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative. 5.6. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction. 5.7. COUNTERPARTS. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 5.8. HEADINGS. The headings of the clauses and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. 5.9. FURTHER ASSURANCES. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties reflected thereby. - 4 - IN WITNESS WHEREOF, the parties have signed this Tag Along Agreement effective as of the date first mentioned above. OFER HI-TECH INVESTMENTS LTD. /s/ Yoav Doppelt - ---------------------------------- Name: Yoav Doppelt --------------------------- Title: CEO --------------------------- BANK HAPOALIM B.M. /s/ Rachel Arbel - ---------------------------------- Name: Rachel Arbel --------------------------- Title: Authorized signatory --------------------------- /s/ Gil Barzilay - ---------------------------------- Name: Gil Barzilay --------------------------- Title: Authorized signatory --------------------------- - 5 - SCHEDULE 1 OFER HI-TECH INVESTMENTS LTD. Address: Ramat Aviv Tower 6th Floor 40 Einstein Street Tel Aviv, Israel 69102 Telephone No: +972-(0)3-745-6000 Facsimile No.: +972-(0)3-760-4354 WITH A MANDATORY COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE): Herzog, Fox & Neeman Asia House, 4 Weizmann Street Tel-Aviv 64239 Israel Attention: Alon Sahar, Advocate Telephone No.: (972)-(3)-692-2861 Facsimile No.: (972)-(3)-696-6464 BANK HAPOALIM B.M. 23 Menachem Begin Street Migdal Levinstein Tel Aviv, Israel Attention: Rachel Arbel Telephone No.: (972)-(3)-567-4757 Facsimile No.: (972)-(3)- 5675699 WITH A MANDATORY COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE): Yigal Arnon & Co. 1 Azrieli Center Tel-Aviv, 67021 Telephone No.: (972)-(3)-608-7856 Facsimile: (972)-(3)-608-7727 Attention: David H. Schapiro, Advocate EX-99 3 exhibit_6.txt EXHIBIT 6 JOINT FILING AGREEMENT The undersigned parties hereby agree that this Amendment No. 3 to Schedule 13D filed herewith relating to the ordinary shares, par value NIS 0.10 per share, of Lumenis Ltd. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) on behalf of each such person. Date: July 13, 2009 Ofer Hi-Tech Investments Ltd. By: /s/ Yoav Doppelt ----------------------------- Name: Yoav Doppelt Ofer Holdings Group Ltd. By: /s/ Eyal Wolfsthal ----------------------------- Name: Eyal Wolfsthal Lynav Holdings Ltd. By: /s/ Abraham Anaby ----------------------------- Name: Abraham Anaby -----END PRIVACY-ENHANCED MESSAGE-----