-----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, OM77ihqRTFBZuaLP3xgZX7ZsD5cbchX8wiBbgBqNF/YJ/dZBhHZCII7/3F3htRnz yqm2uCUzGjlSxulUBdYYsw== 0001178913-07-000085.txt : 20070118 0001178913-07-000085.hdr.sgml : 20070118 20070118122929 ACCESSION NUMBER: 0001178913-07-000085 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070118 DATE AS OF CHANGE: 20070118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIBASE LTD CENTRAL INDEX KEY: 0001077618 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 2170 CITY: HERZLIYA ISRAEL STATE: L3 ZIP: H6120 BUSINESS PHONE: 97299709288 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Scopus Video Networks Ltd. CENTRAL INDEX KEY: 0001342575 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: 005-81571 FILM NUMBER: 07537073 BUSINESS ADDRESS: STREET 1: 10 HA STREET 2: PARK AFEK CITY: ROSH HA-AYIN STATE: L3 ZIP: 48092 BUSINESS PHONE: 972-3-900-7777 MAIL ADDRESS: STREET 1: 10 HA STREET 2: PARK AFEK CITY: ROSH HA-AYIN STATE: L3 ZIP: 48092 SC 13D 1 zk73309.htm SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*

Scopus Video Networks Ltd.
(Name of Issuer)

Ordinary Shares, Par Value NIS 1.40 Per Share M8260H 10 6
(Title of class of securities) (CUSIP number)

Danny Lustiger
Optibase Ltd.
2 Gav Yam Center
7 Shenkar Street
Herzliya 46120, Israel
+972 (9) 970-9288
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 10, 2007
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13(d)-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 §240.13d-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 disclosures provided in a prior cover page.

The information required on the reminder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and 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).

(Continued on following pages)
(Page 1 of 5 Pages)

CUSIP No. M8260H 10 6

1 NAME OF REPORTING PERSON:                      Optibase Ltd.

I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3 SEC Use Only
 
4 SOURCE OF FUNDS:

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:

3,035,223
8 SHARED VOTING POWER:

0
9 SOLE DISPOSITIVE POWER:

3,035,223
10 SHARED DISPOSITIVE POWER:

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

3,035,223
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

23.2%
14 TYPE OF REPORTING PERSON:

CO

2

Item 1. Security and Issuer

        This statement on Schedule 13D (this “Statement”) relates to the ordinary shares, par value NIS 1.40 per share (the “Ordinary Shares”) of Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (the “Issuer”). According to the most recent Annual Report on Form 20-F of the Issuer, filed with the Securities and Exchange Commission on April 17, 2006, the principal executive offices of the Issuer are located at 10 Ha’amal Street, Park Afek, Rosh Ha’ayin 48092, Israel.

Item 2. Identity and Background.

(a) This Statement is being filed by Optibase Ltd., a company organized under the laws of the State of Israel (“Optibase” or the “Reporting Person”).

(b) The place of business of Optibase is 2 Gav Yam Center, 7 Shenkar Street, Herzliya 46120, Israel.

(c) Optibase provides high quality equipment for a wide range of professional video applications in the Broadband IPTV, Broadcast, Government, Enterprise and Post-production markets. Optibase operates two product lines: Video Technologies, previously called “Building Blocks” and IPTV, previously called “Broadband TV”.

The names, business addresses, present principal occupation or employment (and names, principal businesses and addresses of places of additional employment) and citizenship of the executive officers and directors of Optibase are set forth in Annex A hereto and incorporated herein by reference.

(d)-(e) Neither Optibase nor, to the best of its knowledge, any of their respective executive officers and directors listed on Annex A hereto, have during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate amount of funds used by Optibase in acquiring the 3,035,223 Ordinary Shares referred to in Item 5 below (the “Shares”) was US$15,934,920 (US$5.25 per Share). The source of the funds used to purchase such shares is the working capital of Optibase.

Item 4. Purpose of Transaction.

The Reporting Person purchased the Shares because it determined that such shares represent an attractive investment opportunity. The Reporting Person intends to monitor the Issuer’s business, operating results and financial position and depending on market conditions and its continuing evaluation of the business and prospects of the Issuer and other factors, the Reporting Person may dispose of or acquire additional securities of the Issuer.

From June 2006 through October 2006, the Reporting Person held discussions with members of the Issuer’s management, certain of the Issuer’s representatives and the board of directors of the Issuer to discuss a possible negotiated business transaction with the Issuer. No further discussions were held with the Issuer’s management since October 2006. The Reporting Person reserves the right to contact the Issuer’s board of directors, management or representatives again in the future to discuss a possible negotiated business transaction.

3

In addition, subject to applicable law, the Reporting Person specifically reserves the right to discuss with other shareholders and the Issuer matters that may be of common concern. No agreements, arrangements or understandings exist between the Reporting Person and third parties with respect to the foregoing.

Except as set forth in this Item 4, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the persons set forth on Annex A, has any present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person specifically reserves the right to adopt and pursue one or more such plans, and to make such proposals, at any time and from time to time in the future.

Item 5. Interest in Securities of the Issuer.

(a) Optibase is the direct beneficial owner of 3,035,223 Ordinary Shares or approximately 23.2% of the outstanding Ordinary Shares of the Issuer, based on 13,103,018 Ordinary Shares outstanding as disclosed in the Issuer’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 17, 2006. Other than as described above, to the best knowledge of the Reporting Person, none of the persons set forth on Annex A beneficially owns any securities of the Issuer.

(b) Optibase has sole voting and dispositive power with respect to the 3,035,223 Ordinary Shares beneficially owned by it.

(c) Other than the purchase of 3,035,223 Ordinary Shares on January 10, 2007 in a private transaction as reported herein, Optibase hasn’t effected any transaction in the Ordinary Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

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

        There are no present contracts, arrangements, understandings or relationships (legal or otherwise) between Optibase, or, to the best knowledge of the Reporting Person, any of the persons set forth on Annex A, and any other person with respect to the 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 arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Not applicable.

4

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.

OPTIBASE LTD.


By: /s/ Danny Lustiger
——————————————
Danny Lustiger
Chief Financial Officer


January 18, 2007

5

ANNEX A

Executive Officers and Directors of Optibase Ltd.

        Set forth below is the name, current business address, the present principal occupation or employment and citizenship of each director and executive officer of Optibase Ltd. (“Optibase”). Unless otherwise indicated, each person identified below is employed by Optibase. The principal address of Optibase, and unless otherwise indicated below, the current business address for each individual listed below, is 2 Gav Yam Center, 7 Shenkar Street, Herzliya 46120, Israel.

Name, Position with Optibase and
Business Address		 Present Principal Occupation
or Employment		 Citizenship
Tom Wyler
President, Chief Executive Officer and
Executive Chairman of the Board of Directors 		President, Chief Executive Officer and
Executive Chairman of the Board of Directors
of Optibase 		Switzerland
Danny Lustiger
Chief Financial Officer 		Chief Financial Officer of Optibase Israel
David Sackstein
Vice President Research and Development 		Vice President Research and Development of
Optibase 		Israel
Adam Schadle
President of Optibase Inc. and Vice
President of Sales North and South America 		President of Optibase Inc. and Vice President
of Sales North and South America of Optibase 		USA
Yaron Comarov
Vice President of Operations 		Vice President of Operations of Optibase Israel
Orna Gil-Bar
Vice President of Human Resources 		Vice President of Human Resources of Optibase Israel
Meir Sudry
Vice President of Professional
Services and Projects 		Vice President of Professional Services and
Projects of Optibase 		Israel
Udi Shani
Executive Vice President of
International Sales 		Executive Vice President of International
Sales of Optibase 		Israel
Yossi Aloni
Vice President of Marketing 		Vice President of Marketing of Optibase Israel
Dana Tamir
Director 		Chief Operations Officer of Comverse MMS Israel
Chaim Labenski
Director 		Private investor Israel
Alex Hilman
Director 		Partner in Hilman & Co. Israel
Gil Weiser
Director 		Director of Fundtech Ltd., ClickSoftware Technologies Ltd. and Chief Executive Officer of Orsus Solutions Israel Ltd. Israel

6

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