-----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, CBmZyF+tvq771NogljcdFLiWYwJVTXtqQT20vAYzyTZD+57j/oEnS0iZak7GASLO OoJftSfmr47YFn0OA5NiAw== 0001178913-08-002791.txt : 20081107 0001178913-08-002791.hdr.sgml : 20081107 20081107094139 ACCESSION NUMBER: 0001178913-08-002791 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20081107 DATE AS OF CHANGE: 20081107 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81571 FILM NUMBER: 081169031 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 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/A BUSINESS ADDRESS: STREET 1: P O BOX 2170 CITY: HERZLIYA ISRAEL STATE: L3 ZIP: H6120 BUSINESS PHONE: 97299709288 SC 13D/A 1 zk85980.htm AMENDMENT NO 8 SC 13D/A

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Scopus Video Networks Ltd.
(Name of Issuer)

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

Amir Philips
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)

November 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 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.

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 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 (for further information, see the Notes).

(Continued on following pages)
(Page 1 of 4 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:

5,105,223
8 SHARED VOTING POWER:

0
9 SOLE DISPOSITIVE POWER:

5,105,223
10 SHARED DISPOSITIVE POWER:

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

5,105,223
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

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

36.49%*
14 TYPE OF REPORTING PERSON:

CO

* Based on the interim financial statements for the first six months ended June 30, 2008, furnished by Scopus Video Networks Ltd. to the Securities and Exchange Commission on October 7, 2008, there were 13,990,530 ordinary shares issued and outstanding as of June 30, 2008.

2

        The statement on Schedule 13D filed on January 18, 2007, relating to 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”), as amended by Amendment No. 1 filed by the Reporting Person with the Securities and Exchange Commission (the “Commission”) on May 31, 2007, Amendment No. 2 filed by the Reporting Person with the Commission on September 6, 2007, Amendment No. 3 filed by the Reporting Person with the Commission on January 2, 2008, Amendment No. 4 filed by the Reporting Person with the Commission on January 29, 2008, Amendment No. 5 filed by the Reporting Person with the Commission on April 18, 2008, Amendment No. 6 filed by the Reporting Person with the Commission on May 19, 2008 and Amendment No. 7 filed by the Reporting Person with the Commission on August 4, 2008 (the statement on Schedule 13D, as amended, is referred to herein as “Schedule 13D”), is hereby further amended as set forth below by this Amendment No. 8.

        Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of Schedule 13D is hereby amended by adding the following sentence:

        On November 6, 2008, the Reporting Person issued a letter to the Issuer pursuant to Section 63(b)(2) of the Companies Law of 1999, requesting the Issuer to call a general meeting of its shareholders for the purpose of adopting proposals to appoint new directors to the Issuer’s board of directors. The letter was issued following a surprising notification by the Issuer suspending the negotiations between the parties, in connection of which, the Reporting Person informed the Issuer on November 4, 2008 that it is of the opinion that the negotiations between the parties have reached such an advanced stage that the transaction is binding on both parties and the actual signing of the transaction documents is purely a matter of formality.

        On November 6, 2008, the Reporting Person received a letter from the Issuer, informing the Reporting Person that the Issuer terminates the negotiations between the parties.

        A copy of the Reporting Person’s letters is filed as Exhibits 99.9 and 99.10 to this Amendment No. 8. A copy of the Issuer’s letter is filed as Exhibit 99.11 to this Amendment No. 8.

        On November 6, 2008, the Reporting Person issued a press release with respect to the Issuer’s letter, a copy of which is filed as Exhibit 99.12 to this Amendment No. 8.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended and restated as follows:

Exhibit Number Description

99.1 Letter dated May 31, 2007 from the Reporting Person to the Issuer.*
99.2 Letter dated September 5, 2007 from the Reporting Person to the Issuer. **
99.3 Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto. ***
99.4 Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto. ***
99.5 Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto. ***
99.6 Letter dated April 18, 2008 from the Reporting Person to the Issuer.†
99.7 Letter dated May 19, 2008 from the Reporting Person to the shareholders of the Issuer. ††
99.8 Term Sheet between the Reporting Person, Optibase Inc. and the Issuer dated August 4, 2008 (incorporated by reference to Exhibit 99.2 to the Report on Form 6-K furnished by the Reporting Person to the Commission on August 4, 2008).
99.9 Letter dated November 4, 2008 from the Reporting Person to the Issuer.
99.10 Letter dated November 6, 2008 from the Reporting Person to the Issuer.
99.11 Letter dated November 6, 2008 from the Issuer to the Reporting Person.
99.12 Press release by the Reporting Person dated November 6, 2008.

* Previously filed with Amendment No. 1.
** Previously filed with Amendment No. 2.
*** Previously filed with Amendment No. 3.
† Previously filed with Amendment No. 5.
†† Previously filed with Amendment No. 6.

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.

OPTIBASE LTD.


By: /s/ Amir Philips
——————————————
Amir Philips
Chief Financial Officer

November 7, 2008

4

 EX-99 2 exhibit_99-9.htm LETTER DATED NOVEMBER 4, 2008 FROM THE REPORTING PERSON TO THE ISSUER. SC 13D/A

Exhibit 99.9

OPTIBASE LTD.
2 Gav Yam Center
7 Shenkar Street
Herzliya 46120, Israel

November 4, 2008

WITHOUT PREJUDICE

To
The Members of the Board of Directors
Scopus Video Networks Ltd.
10 Ha’amal St., Park Afek
Rosh Ha’ayin 48092, Israel

Ladies and Gentlemen,

Re: Transaction between Optibase Ltd. (“Optibase”)
and Scopus Video Networks Ltd. (“Scopus”)

1. Optibase was highly surprised to learn from Tom Wyler, its Executive Chairman and Chief Executive Officer, that in a phone conversation held on October 23, 2008 between Mr. Wyler and Yaron Simler, Mr. Simler had informed Mr. Wyler that Scopus suspended the negotiations between Scopus and Optibase in connection with a sale of Optibase’s business to Scopus (the “Scopus’ Suspension Notification” and the “Transaction”, respectively).

2. In response to Optibase’s request for further clarifications from Scopus, Moshe Eisenberg, Scopus’ Chief Financial Officer, sent an e-mail later that day to Amir Philips, Optibase’s Chief Financial Officer, in which Mr. Eisenberg clarified that Scopus suspended the negotiations for a short while because of two main reasons: (i) the current global market situation which makes the Transaction difficult to support; and (ii) Scopus’ considerations of other strategic options.

3. Optibase and Scopus have engaged in lengthy negotiations in connection with the Transaction. On the eve of the Succot holiday, a week before Scopus’ Suspension Notification, Optibase and Scopus had reached an understanding on all the principal terms of the Transaction, including price and price adjustments, and targeted October 30, 2008 as the signing date of the Transaction documents.

4. As the global market condition was well-known to both Optibase and Scopus for several weeks before Scopus’ Suspension Notification, Optibase fails to understand what changes in the global market condition during the Succot holiday (the week that preceded Scopus’ Suspension Notification) have led Scopus to suddenly decide to suspend the negotiations with Optibase in connection with the Transaction. As discussed above, the Transaction was in its final stages and the parties had set a date for the signing of the Transaction documents.

5. Furthermore, Optibase does not understand what Scopus means by “considering other strategic options”. If Scopus suggests by this language that it considers making any decisions which may conflict with the Transaction, in whole or in part, or which may dilute Optibase’s holdings in Scopus, Optibase considers such conduct on the part of Scopus to be not in good faith and contrary to customary practices, in particular due to the fact that the Transaction was in its final stages.

6. Scopus’ position, as evident by the e-mail sent by Mr. Eisenberg, raises concerns on the part of Optibase as to whether Scopus’ board of directors may be motivated by other considerations that are irrelevant to the Transaction and which may not have Scopus’ best interests in mind.

7. Optibase is of the opinion that the negotiations between the parties have reached such an advanced stage that the Transaction is binding on both Optibase and Scopus and the actual signing of the Transaction documents is purely a matter of formality, the lack of which does not derogate from Optibase’s and Scopus’ obligations as agreed between them.

8. In light of all of the above, Optibase expects to hear from Scopus immediately in order to finalize the Transaction documents, for the sake of good order, as soon as practicable and as agreed.

9. This letter does not derogate from any and all rights Optibase has against Scopus and its members of the board of directors pursuant to any applicable law and Optibase reserves all its rights against Scopus and its members of the board of directors under any applicable law.

Sincerely,

OPTIBASE LTD.


By: /s/ Amir Philips
——————————————
Amir Philips
Chief Financial Officer

2

 EX-99 3 exhibit_99-10.htm LETTER DATED NOVEMBER 6, 2008 FROM THE REPORTING PERSON TO THE ISSUER. SC 13D/A

Exhibit 99.10

Optibase Ltd.
2 Gav Yam Center
7 Shenkar Street
Herzliya 46120, Israel

November 6, 2008

Mr. David Mahlab, Chairman of the Board
Mr. Yaron Simler, Chief Executive Officer
Scopus Video Networks Ltd.
10 Ha’amal St., Park Afek
Rosh Ha’ayin 48092, Israel

Dear Messrs. Mahlab & Simler:

Optibase Ltd. (“Optibase”) currently holds approximately 36.49% of the issued share capital of Scopus Video Networks Ltd. (“Scopus”). Optibase hereby requests pursuant to Section 63(b)(2) of the Companies Law of 1999 (the “Companies Law”) that Scopus assemble a general meeting of its shareholders in order to vote on the following proposals:

1. To appoint Tali Yaron-Eldar as an external director of Scopus effective as of December 15, 2008.

2. To appoint Moshe Ran as an external director of Scopus effective as of December 15, 2008.

3. To appoint Alex Hilman as a Class 2 director of Scopus effective as of the close of the general meeting.

The appointment of Tali Yaron-Eldar and Moshe Ran shall replace the service of Scopus’ existing external directors whose service is terminating on December 15, 2008. The appointment of Alex Hilman shall fill the current vacancy of Class 2 director.

Attached as Exhibit A, is a short biography of each of the nominees to be elected as directors of Scopus to be included in the proxy statement to be filed by Scopus in connection with such general meeting.

Optibase is entitled to vote at the next general meeting of Scopus and intends to appear in person or by proxy at such meeting and there are no arrangements or understandings between Optibase and any other person in connection with the matters set forth above. All information required under the Companies Law to be provided is so provided herein. Please be advised that pursuant to Section 63(c) of the Companies Law, Scopus’ board of directors is required to call the meeting within 21 days as of the date hereof.

Sincerely,

OPTIBASE LTD.


By: /s/ Amir Philips
——————————————
Amir Philips
Chief Financial Officer

Attached:

    A. A short biography of each director nominee.
    B. A consent of each director nominee to serve as director/external director.
    C. A director nominee’s questionnaire filled out by each director nominee.

2

 EX-99 4 exhibit_99-11.htm LETTER DATED NOVEMBER 6, 2008 FROM THE ISSUER TO THE REPORTING PERSON. SC 13D/A

Exhibit 99.11

[LETTERHEAD OF SCOPUS VIDEO NETWORKS LTD.]

Via Fax and Email November 6, 2008
Amir Philips, CFO
Optibase Ltd.
2 Gav Yam Center, 7 Shenkar Street
Herzliya 46120
Israel

Re: Term Sheet for an Asset Purchase Transaction

Dear Amir:

        As you are aware, Scopus Video Networks Ltd. and Optibase Ltd. executed the Term Sheet in August 2008, which expired on September 18, 2008. On October 23, 2008, we have advised you (orally and in writing) that our Board of Directors is seeking to suspend the negotiations and we will contact you within 1-2 weeks.

        This is to inform you that, after further consideration of many factors, including the significant outstanding issues in the contemplated transaction, our Board of Directors resolved, with the assistance of its legal and financial advisors, to terminate the negotiations.

        Kindly note that we have been advised that we must publicly announce the aforesaid termination as soon as practicable and we intend to do so as soon as possible.

        We are in receipt of your letter, dated November 4, 2008, and will respond to it in due course.

Sincerely,


/s/ Moshe Eisenberg
——————————————
Moshe Eisenberg, CFO
Scopus Video Networks Ltd.

EX-99 5 exhibit_99-12.htm PRESS RELEASE BY THE REPORTING PERSON DATED NOVEMBER 6, 2008 SC 13D/A

Exhibit 99.12

Media Contacts:
Talia Rimon, Director of Corporate Communications, Optibase Ltd.
011-972-9-9709-125
taliar@optibase.com

Investor Relations Contact:
Marybeth Csaby, KCSA for Optibase
+1-212-896-1236
mcsaby@kcsa.com

OPTIBASE ANNOUNCES RECEIPT OF A LETTER FROM SCOPUS VIDEO
NETWORKS INFORMING OPTIBASE OF SCOPUS VIDEO NETWORKS
RESOLUTION TO TERMINATE THE NEGOTIATIONS WITH OPTIBASE IN
CONNECTION WITH THE SALE OF OPTIBASE'S DIGITAL VIDEO AND
STREAMING BUSINESS

HERZLIYA, Israel, November 6, 2008 – Optibase Ltd. (NASDAQ:OBAS) (“Optibase”), a leader in advanced digital video solutions, today announced that Optibase received today a letter from Scopus Video Networks Ltd. (“Scopus”) in which Scopus informed Optibase that its board of directors resolved to terminate the negotiations with Optibase in connection with the sale of Optibase’s digital video and streaming business. Optibase, together with its legal advisors, is currently examining its alternatives.

About Optibase

Optibase provides professional encoding, decoding, video server upload and streaming solutions for telecom operators, service providers, broadcasters and content creators. The company’s platforms enable the creation, broadband streaming and playback of high quality digital video. Optibase’s breadth of product offerings are used in applications, such as: video over DSL/Fiber networks, post production for the broadcast and cables industries, archiving; high-end surveillance, distance learning; and business television. Headquartered in Israel, Optibase operates through its fully owned subsidiary in Mountain View, California and offices in, Japan, China, India and Singapore. Optibase products are marketed in over 40 countries through a combination of direct sales, independent distributors, system integrators and OEM partners. For further information, please visit www.optibase.com

This press release may contain forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. All forward-looking statements in this press release are made based on management’s current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. These statements involve a number of risks and uncertainties including, but not limited to, risks related potential litigation, Optibase’s business operations, including the evolving market for digital video in general and the infancy of the IPTV market in particular, competition and decrease in sales of video technologies products, general economic conditions and other risk factors. For a more detailed discussion of these and other risks that may cause actual results to differ from the forward looking statements in this news release, please refer to Optibase’s most recent annual report on Form 20-F. The Company does not undertake any obligation to update forward-looking statements made herein.

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