-----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, Na3EYVsvt0CU55gU7vI1syqzRfMN7qafY6gt+a343Q46WU3Y6n6akd2CIgeY8BTw z5jTuJQGIOWMa9aaF24zyg== 0001178913-07-001730.txt : 20070809 0001178913-07-001730.hdr.sgml : 20070809 20070809110738 ACCESSION NUMBER: 0001178913-07-001730 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METALINK LTD CENTRAL INDEX KEY: 0001098462 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] 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: 005-60529 FILM NUMBER: 071038416 BUSINESS ADDRESS: STREET 1: YAKUM BUSINESS PARK CITY: YAKUM ISRAEL STATE: L3 ZIP: 60972 BUSINESS PHONE: 97299605388 MAIL ADDRESS: STREET 1: YAKUM BUSINESS PARK CITY: YAKUM ISRAEL STATE: L3 ZIP: 60972 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rozenberg Uziyahu CENTRAL INDEX KEY: 0001394628 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 972 9 9605388 MAIL ADDRESS: STREET 1: YAKUM BUSINESS PARK CITY: YAKUM STATE: L3 ZIP: 60972 SC 13D/A 1 zk74109.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ AMENDMENT NO. 8 TO SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------ METALINK LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary A Shares, par value NIS 0.10 par share - -------------------------------------------------------------------------------- (Title of Class of Securities) M 69897 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) Uzi Rozenberg c/o Metalink Ltd. Yakum Business Park Yakum 60972, Israel 972-9-960-5388 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 9, 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 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 Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) - ---------------------- ------------------------------- ----------------------- CUSIP No. M 69897 10 2 13D Page 2 of 4 - ---------------------- ------------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: UZI ROZENBERG I.R.S. IDENTIFICATION NO. N/A OF ABOVE PERSON (ENTITIES ONLY): - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: ISRAEL - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER: 4,775,348 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER: BENEFICIALLY 0 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: REPORTING 4,775,348 PERSON WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER: 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,775,348 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.4%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - -------------------------------------------------------------------------------- * Based on 23,376,532 Ordinary Shares issued and outstanding. 2 ITEM 1. SECURITY AND ISSUER. This Amendment No.8 amends and supplements the Schedule 13D filed by Uzi Rozenberg (the "Reporting Person") with the Securities and Exchange Commission (the "Commission) on March 7, 2002 (as amended on November 6, 2002, December 5, 2002, February 12, 2003, March 3, 2003, October 16, 2003, February 8, 2005 and March 28, 2007, the "Schedule 13D") in respect of ordinary A shares, par value NIS 0.10 per share (the "Ordinary Shares"), of Metalink Ltd., an Israeli company (the "Issuer"). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The response of the Reporting Person to Rows (11) through (13) of page 2 of this statement on Schedule 13D is incorporated herein by reference. (b) The responses of the Reporting Persons to (i) Rows (7) through (10) of page 2 of this statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference. Except as set forth in this Item 5, the Reporting Person has not had any other transaction in the Ordinary Shares that were effected during the past sixty days that has not previously been reported. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On August 6, 2007 the Issuer entered into a purchase agreement with certain purchasers named therein (the "Purchase Agreement") for the private placement of ordinary shares and warrants to purchase ordinary shares upon the terms and subject to the conditions therein set forth (the "Private Placement"). In connection with the Private Placement, the Reporting Person executed a lock-up letter (the "Lock-Up Letter") under which the Reporting Person agrees to refrain from selling, offering to sell, transferring, entering into a swap agreement or otherwise disposing of his shares for a period of 60 days following the closing of the Private Placement (the "Lock-Up Period"), provided, however, that in the event that the registration statement on Form F-3 to be filed in connection with the Private Placement is not declared effective by the Commission on or before the end of the Lock-Up Period, the Lock-Up Period shall be extended an additional 30 days from the date on which such registration statement is declared effective by the Commission, but in any event, the Lock-Up Period will not exceed 180 days from the first closing of the Private Placement. Copies of the Purchase Agreement and Lock-Up Letter are included as Exhibit 1 and Exhibit 2 hereto and the description thereof contained herein is qualified in its entirety by reference to Exhibits 1 and Exhibit 2, which are incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1. The Purchase Agreement dated August 6, 2007, incorporated by reference as Exhibit 99.2 to the Company's report on Form 6-K dated August 6, 2007. Exhibit 2. Form of Lock -Up Letter. 3 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. August 9, 2007 /s/ Uzi Rozenberg ----------------- Uzi Rozenberg 4 EX-99 2 exhibit_2.txt EXHIBIT 2 LOCK-UP LETTER AGREEMENT LEHMAN BROTHERS INC. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: The undersigned, a holder of ordinary shares, par value NIS 0.10 per share ("ORDINARY SHARES"), of Metalink Ltd. (the "COMPANY"), or rights to acquire Ordinary Shares, understands that the Company intends to issue Ordinary Shares and Warrants to purchase Ordinary Shares (the "WARRANTS") in a private placement described in the Company's Confidential Private Placement Memorandum dated as of July 23, 2007 (the "OFFERING") and subsequently to file a Registration Statement on Form F-3 with the Securities and Exchange Commission ("COMMISSION") for the resale of the Ordinary Shares sold in the Offering, including the Ordinary Shares issuable upon the exercise of the Warrants. In order to induce the Company and you to act as the placement agent in the Offering, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Lehman Brothers Inc., the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or would reasonably be expected to, result in the disposition at any time in the future of) any Ordinary Shares (including, without limitation, Ordinary Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and Ordinary Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, or (3) publicly disclose the intention to do any of the foregoing, for a period commencing on the date hereof and ending after the close of trading on the Nasdaq Global Market on the date that is 60 days subsequent to the Closing (the "LOCK-UP PERIOD"). If the said Registration Statement is not declared effective within 60 days of the Closing, then the Lock-Up Period shall be extended until 30 days from the date the Registration Statement is declared effective. The foregoing restrictions shall not apply to: (a) the exercise of warrants or the conversion of convertible securities, or the exercise of stock options granted pursuant to the Company's stock option/incentive plans or otherwise outstanding on the date hereof; PROVIDED, that it shall apply to any Ordinary Shares issued upon such exercise or conversion; (b) the establishment of any contract, instruction or plan (a "PLAN") that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934 (the "EXCHANGE ACT"); PROVIDED, HOWEVER, that no sales of Ordinary Shares or securities convertible into, or exchangeable or exercisable for, Ordinary Shares, shall be made pursuant to a Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); or (c) bona fide gifts, sales or other dispositions of shares of any class of the Company's capital stock, in each case that are made exclusively between and among the undersigned or members of the undersigned's family (or a trust to their benefit), or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); PROVIDED, that it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding paragraph) to the same extent as if the transferee/donee were a party hereto, (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the Lock-Up Period), (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition and (iv) the undersigned notifies Lehman Brothers Inc. at least two business days prior to the proposed transfer or disposition. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Letter Agreement during the period from the date of this Lock-Up Letter Agreement through the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired. It is understood that, if the Company notifies Lehman Brothers Inc. that it does not intend to proceed with the Offering or the offering is not completed by October 1, 2007, the undersigned will be released from its obligations under this Lock-Up Letter Agreement. In any event, the undersigned will be released from its obligations under this Lock-Up Letter Agreement within 180 days following Closing. The undersigned confirms that he, she or it understands that Lehman Brothers Inc. and the Company will rely upon the representations set forth in this Lock-Up Letter Agreement in proceeding with the Offering and that the Company is an intended third-party beneficiary of this Lock-Up Letter Agreement. This Lock-Up Letter Agreement shall be binding on the undersigned and his, her or its respective successors, heirs, personal representatives and assigns. The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares held by the undersigned except in compliance with this Lock-Up Letter Agreement. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents reasonably necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. 2 Very truly yours, By: /s/ Uzi Rozenberg --------------------- Name: Uzi Rozenberg Title: Dated: August 8, 2007 Address: ____________________________ ____________________________ ____________________________ 3 -----END PRIVACY-ENHANCED MESSAGE-----