-----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, D+E/zcWtSLueLOwYr+LAYAHXTPWq6YZpTku9OG/ERW+t46LdCCCsVnC27XDZ3KMu Bp/5iMji80ef9URr0TA7oQ== 0001104659-07-006965.txt : 20070205 0001104659-07-006965.hdr.sgml : 20070205 20070202185703 ACCESSION NUMBER: 0001104659-07-006965 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070205 DATE AS OF CHANGE: 20070202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VYYO INC CENTRAL INDEX KEY: 0001104730 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 943241270 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59113 FILM NUMBER: 07577995 BUSINESS ADDRESS: STREET 1: 6625 THE CORNERS PARKWAY STREET 2: SUITE 100 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 6782828011 MAIL ADDRESS: STREET 1: 6625 THE CORNERS PARKWAY STREET 2: SUITE 100 CITY: NORCROSS STATE: GA ZIP: 30092 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GILO DAVIDI CENTRAL INDEX KEY: 0000939286 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 4158519034 MAIL ADDRESS: STREET 1: 100 WHY WORRY LN CITY: WOODSIDE STATE: CA ZIP: 94052 SC 13D/A 1 a07-3354_1sc13da.htm SC 13D/A

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: February 28, 2009

 

SCHEDULE 13D/A

Estimated average burden hours per response. . 14.5

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

 

Vyyo Inc.

(Name of Issuer)

 

Common Stock, Par Value $.0001 Per Share

(Title of Class of Securities)

 

918458 20 9

(CUSIP Number)

 

Tashia L. Rivard

General Counsel and Corporate Secretary

Vyyo Inc.

6625 The Corners Parkway, Suite 100

Norcross, GA 30092

Telephone (678) 282-8011

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

 

July 12, 2006

(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 §§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 §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 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).




 

CUSIP No. 918458 20 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Davidi Gilo

 

 

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
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,532,724

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
5,362,724

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,532,724

 

 

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)
28%

 

 

14.

Type of Reporting Person (See Instructions)
IN

2




 

The following statement on Schedule 13D (Amendment No. 13) (the “Statement”) with respect to the common stock, par value $.0001 per share (the “Common Stock”), of Vyyo Inc. (the “Issuer”) is being filed on behalf of Davidi Gilo.

Item 1.

Security and Issuer

 

This Statement relates to the Common Stock of the Issuer. The Issuer’s principal executive offices are located at 6625 The Corners Parkway, Suite 100, Norcross, Georgia 30092.

Item 2.

Identity and Background

 

(a)           This Statement is being filed on behalf of Davidi Gilo.

(b)           The business address of Davidi Gilo is 6625 The Corners Parkway, Suite 100, Norcross, Georgia 30092.

(c)           Davidi Gilo’s principal employment is with the Issuer where he currently is the Chairman of the Board and the Chief Executive Officer. The Issuer’s address is 6625 The Corners Parkway, Suite 100, Norcross, Georgia 30092.

(d)-(e) Davidi Gilo has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor during such period, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to any 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)            Mr. Gilo is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

 

The Issuer has granted Mr. Gilo options to purchase shares of Common Stock, as previously disclosed in the Schedules 13D/A filed by Mr. Gilo on October 17, 2002, November 13, 2003, April 30, 2004, July 8, 2004, September 8, 2004, October 28, 2004, November 19, 2004, January 7, 2005, March 4, 2005, March 16, 2005, May 24, 2005 and July 7, 2005. The Issuer has granted Mr. Gilo options to purchase shares of Common Stock as previously disclosed in the Form 4 filed by Mr. Gilo on February 14, 2006.

All of the other shares held by Mr. Gilo and his affiliated entities were purchased at various times prior to the initial public offering of the Issuer’s Common Stock effected in April 2000, or were acquired prior to, and were previously disclosed in, the Schedule 13D filed by Mr. Gilo on June 9, 2000 or the Schedules 13D/A filed by Mr. Gilo on October 17, 2002, November 13, 2003, April 30, 2004, July 8, 2004, October 28, 2004, November 19, 2004, January 7, 2005, March 4, 2005, March 16, 2005, May 24, 2005 and July 7, 2005.

3




 

Item 4.

Purpose of Transaction

 

This Statement is being filed (i) in connection with the February 10, 2006 issuance of options to purchase 900,000 shares of the Issuer’s Common Stock for which a Form 4 was filed with the Securities and Exchange Commission on February 14, 2006, (ii) in connection with the July 12, 2006 exercise of an expiring stock option for 293,333 shares for which a Form 4 was filed with the Securities and Exchange Commission on July 13, 2006; and (iii) to provide updating information. Davidi Gilo has no proposal or plan which would result in any of the transactions or events enumerated in paragraphs (a) through (j) of this Item 4. Notwithstanding the foregoing, Davidi Gilo reserves the right at any time or from time-to-time to acquire additional shares of the Issuer’s capital stock or to dispose of any shares of the Issuer’s capital stock on terms deemed appropriate by Davidi Gilo.

Item 5.

Interest in Securities of the Issuer

 

(a)           As of the date of this Statement, Davidi Gilo beneficially owns an aggregate of 5,532,724 shares of the Issuer’s Common Stock (calculated in accordance with Rule 13d-3(d)(1)). This number represents 28% of the 19,114,030 shares of the Issuer’s Common Stock outstanding as of December 31, 2006, consisting of 18,114,031 shares, the number of shares of Common Stock outstanding on December 31, 2006, plus 999,999 shares that Mr. Gilo may acquire upon the exercise of stock options within 60 days of December 31, 2006 (considered to be outstanding as provided in Rule 13-3(d)(1)). Of the shares held by Mr. Gilo, (i) 3,605,766 shares are held by the Gilo Family Trust U/A/D 1/18/91, of which Mr. Gilo is the sole trustee; (ii) 638,333 shares are held by Mr. Gilo individually; (iii) 999,999 shares are held by Mr. Gilo individually, consisting of options to purchase shares of Common Stock exercisable within 60 days of December 31, 2006; (iv) 5,420 shares are held by Harmony Management, Inc., of which Davidi Gilo and a trust for his benefit are the sole shareholders; (v) 18,206 shares are held by The Gilo Family Partnership, L.P., a California limited partnership of which Harmony Management, Inc. is the general partner and of which Mr. Gilo, Shamaya Gilo and three trusts for the benefit of Mr. Gilo’s children, Adi, Elad and Yael Gilo, are the limited partners; (vi) 95,000 shares are held by the Gilo Family Foundation, a California not-for-profit corporation of which Mr. Gilo is trustee; and (vii) 170,000 shares are held by the Winds of Change Foundation, Inc. a not-for-profit corporation of which Shamaya Gilo is the trustee and with which Mr. Gilo has entered into a voting trust agreement pursuant to which Mr. Gilo has the exclusive right to vote such shares.

(b)           Mr. Gilo has sole voting power with respect to all of the 5,532,724 shares held by the Gilo Family Trust U/A/D 1/18/91, by Harmony Management, Inc., by The Gilo Family Partnership, L.P., by the Gilo Family Foundation, by the Winds of Change Foundation, and by Mr. Gilo individually.  Mr. Gilo has sole dispositive power with respect to all of the 5,362,724 shares held by the Gilo Family Trust U/A/D 1/18/91, by Harmony Management, Inc., by The Gilo Family Partnership, L.P., by the Gilo Family Foundation, and by Mr. Gilo individually, subject to the rights of Shamaya Gilo to the proceeds from the sale of 440,039 of those shares and to elect a distribution of said 440,039 shares to her, on or after the earlier of (i) July 1, 2008; or (ii) the sale by Mr. Gilo of his California residence, pursuant to a marital settlement agreement.

(c)           On February 10, 2006, the Issuer granted Mr. Gilo options to purchase 900,000 shares of the Issuer’s Common Stock, for which a Form 4 was filed with the Securities and Exchange Commission on February 14, 2006. On July 12, 2006, Mr. Gilo exercised a stock option for

 

4




 

 

293,333 shares of Common Stock, for which a Form 4 was filed with the Securities and Exchange Commission on July 13, 2006.

(d)           No person other than Davidi Gilo has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of the Issuer’s Common Stock owned or sold by Davidi Gilo, except that (i) Shamaya Gilo has rights to the proceeds from the sale of 440,039 of Mr. Gilo’s shares and to elect a distribution of said 440,039 shares to her, on or after the earlier of (A) July 1, 2008; or (B) the sale by Mr. Gilo of his California residence, pursuant to a marital settlement agreement; and (ii) Shamaya Gilo and three trusts for the benefit of Mr. Gilo’s children, Adi, Elad and Yael Gilo, have certain rights as limited partners of the Gilo Family Partnership, L.P.  In addition, the Gilo Family Foundation is a California not-for-profit corporation and has sole rights to receive any such dividends or proceeds, which may be distributed by the foundation for certain charitable purposes only as permitted under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Furthermore, Winds of Change Foundation, Inc. has the right to dispose of, and receive dividends with respect to, the Issuer’s Common Stock it holds.

(e)    Not applicable.

Item 6.

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

 

Mr. Gilo has entered into a voting trust agreement with Winds of Change Foundation, Inc. which grants Mr. Gilo the exclusive right to vote certain shares held by Winds of Change Foundation, Inc.

Mr. Gilo has entered into a marital settlement agreement with Shamaya Gilo providing Shamaya Gilo with rights to the proceeds from the sale of 440,039 of Mr. Gilo’s shares of the Issuer’s Common Stock and to elect a distribution of said 440,039 shares to her, on or after the earlier of (i) July 1, 2008; or (ii) the sale by Mr. Gilo of his California residence.

Item 7.

Material to Be Filed as Exhibits

 

None.

5




 

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.

February 2, 2007

 

Date

 


/s/ Davidi Gilo

 

Signature

 


Davidi Gilo

 

Name/Title

 

6



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