-----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, BTVhqsr8gp7dHTJHjYWYugAHzRBfnzPb7Hr8fx7cZY/VrDV+n9pDKgm/eQcoO7EI KBTJ/tfigyn/TvB7QkvwRQ== 0001178913-07-000303.txt : 20070214 0001178913-07-000303.hdr.sgml : 20070214 20070214105335 ACCESSION NUMBER: 0001178913-07-000303 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: RETEM LOCAL NETWORKS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIT TECHNOLOGIES LTD CENTRAL INDEX KEY: 0001041844 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52445 FILM NUMBER: 07614751 BUSINESS ADDRESS: STREET 1: 24 RAOUL WALLENBERG ST CITY: TEL AVIV STATE: L3 ZIP: 69719 BUSINESS PHONE: 972 3 6455151 MAIL ADDRESS: STREET 1: 24 RAOUL WALLENBERG ST CITY: TEL AVIV STATE: L3 ZIP: 69719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZISAPEL YEHUDA CENTRAL INDEX KEY: 0001218756 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 24 RAOUL WALLENBERT ST CITY: TEL-AVIV ISRAEL STATE: L3 ZIP: 69719 BUSINESS PHONE: 97736455151 MAIL ADDRESS: STREET 1: 24 RAOUL WALLENBERG ST CITY: TEL-AVIV ISRAEL STATE: L3 ZIP: 69719 SC 13D/A 1 zk73417.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

RiT TECHNOLOGIES LTD.
(Name of Issuer)

Ordinary Shares, nominal value NIS 0.1 per share
(Title of Class of Securities)

M8215N 10 9
(CUSIP Number)

Hila Hubsch, Adv.
General Counsel
RiT Technologies Ltd.
24 Raoul Wallenberg St., Tel Aviv 69719, Israel
Tel: +972-3-6455212		 Copy To: McDermott Will & Emery LLP
50 Rockefeller Plaza
New York, NY
Tel: (212) 547-5400
Attn: Mark S. Selinger,Esq.

Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications

February 14, 2007 (Date of Event Which Requires
Filing of This Statement)

        If the person filing 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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

        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 which would alter the disclosures provided in a prior cover page.

        The information required in 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).

PAGE 1 OF  7 PAGES

CUSIP No. M8215N 10 9 SCHEDULE 13D PAGE 2 OF 7 PAGES

1 Names of Reporting Persons.
S.S. or Identification Nos. of above persons (entities only).

Yehuda Zisapel
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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).

o
6 Citizenship or Place of Organization

Israel
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:		 7 Sole Voting Power

1,412,085
8 Shared Voting Power

1,335,650
9 Sole Dispositive Power

1,412,085
10 Shared Dispositive Power

1,335,650
11 Aggregate Amount Beneficially Owned by Each Reporting Person

2,747,735
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o
13 Percent of Class Represented by Amount in Row (11)

18.4%*
14 Type of Reporting Person (See Instructions)

IN

* Based on 14,660,072 Ordinary Shares outstanding as of December 31, 2006

CUSIP No. M8215N 10 9 SCHEDULE 13D PAGE 3 OF 7 PAGES

1 Names of Reporting Persons.
S.S. or Identification Nos. of above persons (entities only).

Retem Local Networks Ltd.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
3 SEC Use Only
 
4 Source of Funds (see instructions)

Not Applicable
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).

o
6 Citizenship or Place of Organization

Israel
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:		 7 Sole Voting Power

None
8 Shared Voting Power

1,335,650
9 Sole Dispositive Power

None
10 Shared Dispositive Power

1,335,650
11 Aggregate Amount Beneficially Owned by Each Reporting Person

1,335,650
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o
13 Percent of Class Represented by Amount in Row (11)

9.1%*
14 Type of Reporting Person (See Instructions)

CO

* Based on 14, 660,072 Ordinary Shares outstanding as of December 31, 2006

CUSIP No. M8215N 10 9 SCHEDULE 13D PAGE 4 OF 7 PAGES

Item 1. Security and Issuer

Ordinary Shares, nominal value NIS 0.1 per share, of RiT TECHNOLOGIES LTD. ("Ordinary Shares"), 24 Raoul Wallenberg St., Tel Aviv, Israel 69719.

Item 2. Identity and Background

Yehuda Zisapel:

(a) Yehuda Zisapel.

(b) 24 Raoul Wallenberg St., Tel Aviv, Israel 69719.

(c) Mr. Zisapel is a private investor and is a member of the board of directors of the Issuer and certain other companies. His principal place of business is 24 Raoul Wallenberg St. Tel Aviv, Israel 69719.

(d) Mr. Zisapel has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) Mr. Zisapel has not been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Israel

Retem Local Networks Ltd.:

(a) Retem Local Networks Ltd., an Israeli corporation ("Retem" and together with Mr. Zisapel, the "Reporting Persons").

(b) 24 Raoul Wallenberg St., Tel Aviv, Israel 69719.

(c) Retem is a holding company. Mr. Zisapel is the sole shareholder, officer and director of Retem.

(d) Retem has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) Retem has not been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

CUSIP No. M8215N 10 9 SCHEDULE 13D PAGE 5 OF 7 PAGES

Item 3. Source and Amount of Funds or Other Consideration

Mr. Zisapel used personal funds in order to participate in a private placement of the Issuer, which closed on July 26, 2004, in which Mr. Zisapel acquired 807,143 Ordinary Shares and warrants to purchase 201,786 Ordinary Shares for an aggregate purchase price of US$1,130,000 (the “Private Placement”). In addition, on January 12, 2005, Mr. Zisapel used personal funds in order to acquire 363,156 Ordinary Shares from another shareholder of the Issuer, for an aggregate purchase price of US$867,943. Of the remaining shares, Mr. Zisapel acquired beneficial ownership of 1,350,650 shares (which are held of record by Retem) upon the founding of the Issuer (prior to the Issuer becoming a reporting company under the Securities Exchange Act of 1934), and Mr. Zisapel acquired beneficial ownership of 80,000 shares as a result of the grant of stock options by the Issuer. To date, Mr. Zisapel has not exercised any of these options. On August 5th, 2006, 40,000 of the options granted to Mr. Zisapel expired.

Item 4. Purpose of the Transaction

The Ordinary Shares beneficially owned by the Reporting Persons are held as long-term investments.

The Reporting Persons intend to review on a continuing basis their investment in the Ordinary Shares and take such actions with respect to their investment as they deem appropriate in light of the circumstances existing from time to time. Such actions could include, among other things, disposing of the shares, in whole or in part (subject to applicable laws and, in the case of the shares underlying stock options, to the terms of the options), or acquiring additional securities of the Issuer, through open market or privately negotiated transactions, tender offer or otherwise. Any such decision would be based on an assessment by the Reporting Persons of a number of different factors, including, without limitation, the business, prospects and affairs of the Issuer, the market for the Ordinary Shares, the condition of the securities markets, the economic and political environment in Israel, general economic and industry conditions and other opportunities available to or matters affecting the Reporting Persons.

Except as described herein, none of the Reporting Persons has any plan or proposal that relates to or would result in:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(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) any change in the present Board of Directors or management of the Issuer;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or actions which may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

CUSIP No. M8215N 10 9 SCHEDULE 13D PAGE 6 OF 7 PAGES

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any action similar to any of those enumerated in (a)-(i) above.

Item 5. Interest in Securities of the Issuer

Yehuda Zisapel:

(a) See item 11&13 on page 2. Mr. Zisapel’s holdings of 2,747,735 Ordinary Shares consist of the following: 1,335,650 Ordinary Shares held by Retem; 1,170,299 Ordinary Shares held directly by Mr. Zisapel; Warrants to purchase 201,786 Ordinary Shares exercisable within 60 days; and stock options to purchase 40,000 Ordinary Shares exercisable within 60 days.

(b) See items 7-10 on page 2.

(c) On July 26, 2004, Mr. Zisapel acquired 807,143 Ordinary Shares and Warrants to purchase 201,786 Ordinary Shares in the Private Placement. The price per share was US$1.40 (for a total purchase price of US$1,130,000). In addition, on January 12, 2005, Mr. Zisapel acquired 363,156 Ordinary Shares from another shareholder of the Issuer, for a price per share of US$2.39 (for a total purchase price of US$867,943).

(d) Not Applicable.

(e) Not Applicable.

Retem Local Networks Ltd.

(a) See items 11&13 on page 3. Retem directly owns 1,335,650 Ordinary Shares.

(b) See items 7-10 on page 3.

(c) None.

(d) Not Applicable.

(e) Not Applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not Applicable

Item 7. Material to be Filed as Exhibits

Exhibit A – Agreement to Jointly File Schedule 13D

CUSIP No. M8215N 10 9 SCHEDULE 13D PAGE 7 OF 7 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: February 14, 2007 By: /s/ Yehuda Zisapel
——————————————
Yehuda Zisapel

Dated: February 14, 2007 Retem Local Networks Ltd.


By: /s/ Yehuda Zisapel
——————————————
Yehuda Zisapel
Director

EXHIBIT A
AGREEMENT
TO
JOINTLY FILE SCHEDULE 13D

        The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendment thereto reporting each of the undersigned’s ownership of securities of RiT Technologies Ltd., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned.

Dated: February 14, 2007 By: /s/ Yehuda Zisapel
——————————————
Yehuda Zisapel

Dated: February 14, 2007 Retem Local Networks Ltd.


By: /s/ Yehuda Zisapel
——————————————
Yehuda Zisapel
Director

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