-----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, Bv6fy3E6PW/C1JHa9tkKvDqqZYFn/LpeuWDOV6m2pcSHQZ4dPbzy1ed47vHEbRyo 2Z4OqsG0iUgjNYFyJnoKmA== 0001300110-08-000037.txt : 20080619 0001300110-08-000037.hdr.sgml : 20080619 20080618192349 ACCESSION NUMBER: 0001300110-08-000037 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080619 DATE AS OF CHANGE: 20080618 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-52445 FILM NUMBER: 08906645 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: STINS COMAN INC CENTRAL INDEX KEY: 0001434115 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 126 PERVOMAYSKAYA STREET CITY: MOSCOW STATE: 1Z ZIP: 105206 BUSINESS PHONE: 011-7-495-231-3040 MAIL ADDRESS: STREET 1: 126 PERVOMAYSKAYA STREET CITY: MOSCOW STATE: 1Z ZIP: 105206 SC 13D 1 schedule13_d.htm SCHEDULE 13-D schedule13_d.htm

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
 
(Amendment No.)*
 
RiT Technologies, Ltd.
(Name of Issuer)
 
Ordinary Shares, NIS 0.1 par value per share
(Title of Class of Securities)
 
M8215N 109
(CUSIP Number)
 
Michael Orion, Adv.
72 Weizman Street
Tel-Aviv 62308, Israel
+972-3-544-1937
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 6, 2008
(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 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 13d-7 for other parties to whom copies are to be sent.
 
(Page 1 of 16 Pages)
 
*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).
 
 
 
 

 
 
Schedule 13D
CUSIP No. M8215N 109
 
Page 2 of 7 Pages
 
 
1.
 
Names of Reporting Persons.
Stins Coman Incorporated
 
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
   
   
(b)
   
 
 
3.
 
SEC Use Only
 
 
4.
 
Source of Funds
   
WC
 
     
5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]
 
     
     
6.
 
Citizenship or Place of Organization
   
Russia
     
     
Number of
 
7.
Sole Voting Power: 6,150,336
     
Shares
   
Beneficially
 
8.
Shared Voting Power: -0-
     
Owned by
   
Each
 
9.
Sole Dispositive Power: 6,150,336
     
Reporting
   
Person With
 
10.
Shared Dispositive Power:
 
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 6,150,336
 
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
     
 
 
13.
 
Percent of Class Represented by Amount in Row (11)
   
 41.9%
 
 
14.
 
Type of Reporting Person (See Instructions)
   
 CO
 
 
 
 
 

 
 
 
SCHEDULE 13D
CUSIP
 No. M8215N 109  
Page 3 of 7 Pages
 
 Item 1. Security and Issuer
 
This Statement of Beneficial Ownership on Schedule 13D (this "Statement"), relates to ordinary shares NIS 0.1 par value (the "Ordinary Shares"), of RiT Technologies, Ltd. (the "Issuer"). The address of the Issuer's principal executive office is 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel.
 
 Item 2.  Identity and Background
 
(a), (d) and (e). This Statement is filed on behalf of Stins Coman Incorporated (“Stins Coman” or the "Reporting Person").
 
Stins Coman, a Russian corporation, with headquarters located at Pervomayskaya Street, 126, Moscow 105203 Russia, is a holding company for fifteen technology companies. Stins Coman is one of the leading Russian suppliers of hi-tech equipment and solutions in the field of information systems and technologies.
 
Executive Officers and Directors:
 
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning executive officers and directors of Stins Coman is included in Schedule A hereto and is incorporated by reference herein.
 
(d) and (e). Stins Coman and, to the best knowledge of Stins Coman, the persons set forth on Schedule A have not during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been 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. All of the persons set forth on Schedule A are Russian citizens.
 
 Item 3.  Source and Amount of Funds or Other Consideration
 
The aggregate purchase price of the 6,150,336 shares of the ordinary shares held by Stins Coman is $5,289,289 All of the ordinary shares beneficially held by Stins Coman were paid for using working capital of its corporation.
 
Item 4.
Purpose of Transaction
 
(a)-(j). The Common Stock has been acquired by the Reporting Person for investment purposes. The Reporting Person reserves the right to change its plan and intentions at any time as it deems appropriate.
 
The Reporting Person may acquire additional shares of the issuers ordinary shares, dispose all or some of these shares from time to time, in each case in the open market or private transactions, block sales or purchases or otherwise, or may continue to hold the ordinary shares, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors. In addition, the Reporting Person intends to communicate with other shareholders and management of the Issuer about maximizing the value of its shares of Common Stock.
 
Depending on factors deemed relevant by the Reporting Person, including but not limited to change in the Issuer's business, governance or financial situation, the Reporting Person reserves the right to formulate other plans and/or make proposals, and take such actions set forth in this response to Item 4 and any other actions as the Reporting Person may determine.
 
Presently the Reporting Person has no plans or proposals which would relate or results in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein.
 
 
 
 

 
 
SCHEDULE 13D
CUSIP No. M8215N 109
Page 4 of 7 Pages
 
Item 5.
Interest in Securities of the Issuer
   
(a)-(b) As of June 16, 2008, the aggregate number of Ordinary Shares and percentage of the outstanding Ordinary Shares of the Issuer beneficially owned (i) by the Reporting Person, and (ii) to the knowledge of the Reporting Person, by each other person listed in Exhibit A is as follows:
Reporting Person(1)
Aggregate Number of Shares
Number of Shares: Sole Power to Vote or Dispose
Number of Shares: Shared Power to Vote or Dispose
Approximate Percentage*
 
         
Stins Coman Incorporated(1)
6,150,336
6,150,336
 
41.9%
         
Sergey Nikolayevich Anisimov
0
0
0
0%
Chairman of Board of Directors
       
         
Irina Georgievna Shibayeva
0
0
0
0%
Director
       
         
Boris Vitalievich Granovskiy
0
0
0
0%
Chief Executive Officer, Director
       
         
Inna Vladimirovna Belkovich
0
0
0
0%
Chief Financial Officer, Director
       
         
Gennadiy Agubecherovich Karatsev
0
0
0
0%
Director, Stins Coman, JSC Stins Coman Managing Director
       
 
*   Based on 14,700,073 Ordinary Shares NIS 0.1 par value, outstanding as of June 1, 2008.
(1) Each of the Reporting Person and its officers and directors disclaims beneficial ownership of the securities held by the other listed persons except to the extent of such person's pecuniary interest therein, if any.
 
(c) The table below lists all the transactions in the Issuer's Common Stock in the last sixty days by the Reporting Person. This transaction was made through a private purchase of 5,122,521 shares from three RiT shareholders, and 1,027,815 through  a tender offer as disclosed on Schedule TO filed with the Securities and Exchange Commission on May 2, 2008, Amendment No. 1 to Schedule TO filed on June 3, 2008, Amendment No. 2 to Schedule TO filed on June 9, 2008, and Amendment No. 3 to Schedule TO filed on June 13, 2008.
 
Transactions in Shares Within The Past Sixty Days
 
 
Party
 
 
Date of Purchase/ Sale
 
Number of Shares of the Common Stock
 
 
Buy/Sell
 
 
Price Per Share
                 
 
Stins Coman Incorporated
 
06/06/2008
 
6,150,336
 
BUY
 
$0.86
 
 

 
 

 
 
SCHEDULE 13D
CUSIP No. M8215N 109
Page 5 of 7 Pages
 
Item 6.
Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) pursuant to this Item.
 
Item 7.
Materials To Be Filed As Exhibits
 
There are no exhibits to be filed pursuant to this item.
 
 
 
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SCHEDULE 13D
CUSIP No. M8215N 109
Page 6 of 7 Pages
   
SIGNATURE
 
After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
       
Date:
June 17, 2008
   
     
STINS COMAN INCORPORATED
       
     
By:
/S/ Boris Granovsky
       
Boris Granovsky
     
Title: Chief Executive Officer
 
STINS COMAN INCORPORATED
   
 
 
By:
/s/ Sergey Nikolayevich Anisimov
 
By:
/s/ Irina Georgievna Shibayeva
 
Name: Sergey Nikolayevich Anisimov
   
Name: Irina Georgievna Shibayeva
 
Title: Chairman of Board of Directors
   
Title: Director
 
 
By:
/s/ Boris Vitalievich Granovskiy
 
By:
/s/ Gennadiy Agubecherovich Karatsev
 
Name: Boris Vitalievich Granovskiy
   
Name: Gennadiy Agubecherovich Karatsev
 
Title: Chief Executive Officer, Director
   
Title: Director
 
By:
/s/ Inna Vladimirovna Belkovich
     
 
Name: Inna Vladimirovna Belkovich
     
 
Title: Director
     

 
 

 
 
SCHEDULE 13D
CUSIP No. M8215N 109
Page 7 of 7 Pages
 
Schedule A
 
The following table sets forth certain information concerning each of the directors and executive officers of Stins Coman Incorporated named below as of the date hereof.  The business address of each person is:
 
 
Name:
 
Sergey Nikolayevich Anisimov
Title:
 
Chairman of Board of Directors
Citizenship:
 
Russia
Principal Occupation:
 
Chairman of Board of Directors, Stins Coman
Address:
 
Serova Street, 6, app. 59, Zhukovsky, Moscow area 140180
     
Name:
 
Irina Georgievna Shibayeva
Title:
 
Director
Citizenship:
 
Russia
Principal Occupation:
 
Director, Stins Coman
Address:
 
Molodezhnaya Street, 22, app. 170, Zhukovsky, Moscow area 140180
     
Name:
 
Boris Vitalievich Granovskiy
Title:
 
Chief Executive Officer, Director
Citizenship:
 
Russia
Principal Occupation:
 
Chief Executive Officer, Director, Stins coman
Address:
 
Chelyabinskaya Street, 19, bldg. 4, app. 401, Moscow 105586
     
Name:
 
Inna Vladimirovna Belkovich
Title:
 
Chief Financial Officer, Director
Citizenship:
 
Russia
Principal Occupation:
 
Chief Financial Officer, Director, Stins Coman
Address:
 
Stroginsky Boulevard, 17, bldg. 1, app. 194, Moscow 123592
     
Name:
 
Gennadiy Agubecherovich Karatsev
Title:
 
Director
Citizenship:
 
Russia
Principal Occupation:
 
Director, Stins Coman
Address:
 
Dzerzhinskogo Street, 6, bldg. 1, app. 52, Zhukovsky, Moscow area 140180
     
 
 
 
 
 
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