0001144204-12-025701.txt : 20120503 0001144204-12-025701.hdr.sgml : 20120503 20120503064529 ACCESSION NUMBER: 0001144204-12-025701 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120503 DATE AS OF CHANGE: 20120503 GROUP MEMBERS: FORTISSIMO CAPITAL FUND (ISRAEL) L.P. GROUP MEMBERS: FORTISSIMO CAPITAL FUND (ISRAEL-DP), L.P. GROUP MEMBERS: FORTISSIMO CAPITAL FUND L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADVIEW SOFTWARE LTD CENTRAL INDEX KEY: 0001114999 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60471 FILM NUMBER: 12807265 BUSINESS ADDRESS: STREET 1: 2 HABARZEL ST CITY: TEL AVIV ISRAEL STATE: L3 BUSINESS PHONE: 6172381111 MAIL ADDRESS: STREET 1: 2 HABARZEL STREET CITY: TEL AVIV ISRAEL STATE: L3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fortissimo Capital Fund GP, L.P. CENTRAL INDEX KEY: 0001343925 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FORTISSIMO CAPITAL FUND STREET 2: 14 HAMELACHA STREET, PARK AFEK CITY: ROSH HAAYIN STATE: L3 ZIP: 48091 BUSINESS PHONE: 972 3 915 7400 MAIL ADDRESS: STREET 1: FORTISSIMO CAPITAL FUND STREET 2: 14 HAMELACHA STREET, PARK AFEK CITY: ROSH HAAYIN STATE: L3 ZIP: 48091 SC 13D/A 1 v311676_13da.htm AMENDMENT NO. 4 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

 

(Amendment No. 4)*

 

 

RadView Software Ltd.

 

(Name of Issuer)

 

 

Ordinary shares, NIS 0.01 par value per share

 

(Title of Class of Securities)

 

 

M81867109

 

(CUSIP Number)

 

 

Fortissimo Capital Fund

14 Hamelacha Street

Park Afek, Rosh Ha’ayin ISRAEL 48091

Telephone: 972 (3) 915-7400

Attention: Marc Lesnick

 

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

 

 

March 31, 2012

 

(Date of Event which Requires Filing of this Statement)

 

 

If 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 that 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 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).

 

 

1
 

CUSIP No. M81867109

 

1

 

NAMES OF REPORTING PERSONS

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Fortissimo Capital Fund GP, L.P.

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x

(b)   ¨

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

AF

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

 

0*

 

8

 

SHARED VOTING POWER

 

109,887,434*

 

9

 

SOLE DISPOSITIVE POWER

 

0*

 

10

 

SHARED DISPOSITIVE POWER

 

120,092,001*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

103,111,367**

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

x*

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

55.4%**

 

14

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

*Calculations are based on 158,571,330 ordinary shares outstanding as of December 31, 2011 (as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2012). This amendment to Schedule 13D is filed jointly by Fortissimo Capital Fund GP, L.P., Fortissimo Capital Fund (Israel) L.P., Fortissimo Capital Fund (Israeli-DP), L.P. and Fortissimo Capital Fund, L.P. (together, the "Fortissimo Entities"), acting as a “group” (within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) pursuant to the Joint Filing Agreement among the Fortissimo Entities incorporated by reference as Exhibit 1 hereto. Pursuant to the Shareholders’ Agreement incorporated by reference as Exhibit 8 hereto, the Fortissimo Entities may, together with Shem Basum Ltd., Mr. Yehuda Zisapel, and Michael Chill (the “Co-Investors”) be deemed to be members of a "group" (within the meaning of Rule 13d-5(b)(1) of the Exchange Act, and the Fortissimo Entities may be deemed to beneficially own the Ordinary Shares beneficially owned by the Co-Investors (the "Co-Investor Shares"). Accordingly, the numbers of Ordinary Shares reported in Boxes 8 and 10 as beneficially owned by the Fortissimo Entities includes the Co-Investor Shares. However, the Fortissimo Entities each disclaim beneficial ownership of the Co-Investor Shares.
**Only Includes Ordinary Shares owned by the Fortissimo Entities and does not include the shares held by the Co-Investors (the “Co-Investor Shares”).

 

2
 

CUSIP No. M81867109

 

1

 

NAMES OF REPORTING PERSONS

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Fortissimo Capital Fund L.P.

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x

(b)   ¨

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

WC

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Cayman Islands

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

 

0*

 

8

 

SHARED VOTING POWER

 

109,887,434*

 

9

 

SOLE DISPOSITIVE POWER

 

0*

 

10

 

SHARED DISPOSITIVE POWER

 

120,092,001*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,211,380**

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

x*

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.0%**

 

14

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

*Calculations are based on 158,571,330 ordinary shares outstanding as of December 31, 2011 (as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2012). This amendment to Schedule 13D is filed jointly by the Fortissimo Entities, acting as a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act), pursuant to the Joint Filing Agreement among the Fortissimo Entities incorporated by reference as Exhibit 1 hereto. Pursuant to the Shareholders’ Agreement incorporated by reference as Exhibit 8 hereto, the Fortissimo Entities may, together with the Co-Investors be deemed to be members of a "group" (within the meaning of Rule 13d-5(b)(1) of the Exchange Act), and the Fortissimo Entities may be deemed to beneficially own the Co-Investor Shares. Accordingly, the numbers of Ordinary Shares reported in Boxes 8 and 10 as beneficially owned by the Fortissimo Entities includes the Co-Investor Shares. However, the Fortissimo Entities each disclaim beneficial ownership of the Co-Investor Shares.
**Only Includes Ordinary Shares owned by the Reporting Person and does not include the shares owned by the other Fortissimo Entities or the Co-Investor Shares.
3
 

CUSIP No. M81867109

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Fortissimo Capital Fund (Israel) L.P.

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x

(b)   ¨

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

WC

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ISRAEL

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

0*

 

8

 

SHARED VOTING POWER

 

109,887,434*

 

9

 

SOLE DISPOSITIVE POWER

0*

 

10

 

SHARED DISPOSITIVE POWER

 

120,092,001*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

93,237,373**

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

x*

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

50.8%**

 

14

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

*Calculations are based on 158,571,330 ordinary shares outstanding as of December 31, 2011 (as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2012). This amendment to Schedule 13D is filed jointly by the Fortissimo Entities, acting as a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act), pursuant to the Joint Filing Agreement among the Fortissimo Entities incorporated by reference as Exhibit 1 hereto. Pursuant to the Shareholders’ Agreement incorporated by reference as Exhibit 8 hereto, the Fortissimo Entities may, together with the Co-Investors be deemed to be members of a "group" (within the meaning of Rule 13d-5(b)(1) of the Exchange Act), and the Fortissimo Entities may be deemed to beneficially own the Co-Investor Shares. Accordingly, the numbers of Ordinary Shares reported in Boxes 8 and 10 as beneficially owned by the Fortissimo Entities includes the Co-Investor Shares. However, the Fortissimo Entities each disclaim beneficial ownership of the Co-Investor Shares.
**Only Includes Ordinary Shares owned by the Reporting Person and does not include the shares owned by the other Fortissimo Entities or the Co-Investor Shares.
4
 

CUSIP No. M81867109

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Fortissimo Capital Fund (Israel-DP), L.P.

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x

(b)   ¨

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

WC

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ISRAEL

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

0*

 

8

 

SHARED VOTING POWER

 

109,887,434*

 

9

 

SOLE DISPOSITIVE POWER

0*

 

10

 

SHARED DISPOSITIVE POWER

 

120,092,001*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,662,614**

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

x*

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.1%**

 

14

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

*Calculations are based on 158,571,330 ordinary shares outstanding as of December 31, 2011 (as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2012). This amendment to Schedule 13D is filed jointly by the Fortissimo Entities, acting as a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act), pursuant to the Joint Filing Agreement among the Fortissimo Entities incorporated by reference as Exhibit 1 hereto. Pursuant to the Shareholders’ Agreement incorporated by reference as Exhibit 8 hereto, the Fortissimo Entities may, together with the Co-Investors, be deemed to be members of a "group" (within the meaning of Rule 13d-5(b)(1) of the Exchange Act), and the Fortissimo Entities may be deemed to beneficially own the Co-Investor Shares. Accordingly, the numbers of Ordinary Shares reported in Boxes 8 and 10 as beneficially owned by the Fortissimo Entities includes the Co-Investor Shares. However, the Fortissimo Entities each disclaim beneficial ownership of the Co-Investor Shares.
**Only Includes Ordinary Shares owned by the Reporting Person and does not include the shares owned by the other Fortissimo Entities or the Co-Investor Shares.
5
 

This Amendment No. 4 to Schedule 13D amends certain information set forth in Amendment No. 3 to the Schedule 13D filed by Fortissimo Capital Fund GP, L.P. ("FFC-GP"); Fortissimo Capital Fund (Israel), L.P. ("FFC-Israel"); Fortissimo Capital Fund (Israel-DP), L.P. ("FFC-Israel-DP); and Fortissimo Capital Fund, L.P. ("FFC Cayman") (FFC-GP, FFC-Israel, FFC-Israel-DP and FFC Cayman are collectively referred to herein as the "Reporting Persons"), with respect to beneficial ownership of ordinary shares, NIS 0.01 par value per share (“Ordinary Shares”), of RadView Software Ltd.

 

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of Schedule 13D is hereby amended as follows:

 

Interest accrued on the Convertible Loan extended by the Reporting Persons to the Issuer in April, 2006, is convertible into additional Preferred A Shares of the Issuer. In addition, 61,250,000 warrants granted to the Reporting Persons pursuant to the Purchase Agreement by and between the Reporting Persons, the Issuer and other investors, dated April 4, 2006, and pursuant to the Third Addendum to the Purchase Agreement, dated March 20, 2007, have expired, and as a result, the beneficial ownership percentage of the Reporting Persons has decreased. In total, the Reporting Persons’ beneficial ownership percentage of the Issuer’s shares has decreased from 69.3% to 61.5%.

 

Item 5. Interest in Securities of the Issuer

 

(a) - (b) Each of the Reporting Person's allocation is as follows:

 

Entity  Number of Shares   Number of Warrants   Number of Convert. Loan Shares   Total   % beneficial. owned * 
FFC-GP   75,416,667    0    27,694,700    103,111,367    84.9%
FFC-Israel   68,194,731    0    25,042,642    93,237,373    80%
FFC-Israel –DP   4,873,101    0    1,789,513    6,662,614    9.1%
FFC Cayman   2,348,835    0    862,545    3,211,380    4.6%

 

 

*Calculations are based on 158,571,330 ordinary shares outstanding as of December 31, 2011 (as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2012). Percentage beneficially owned includes Ordinary Shares issuable upon conversion of a convertible loan, convertible within 60 days.

 

Each Reporting Person has shared voting power over 109,887,434 Ordinary Shares and shared dispositive power over 120,092,001 Ordinary Shares. No Reporting Person has sole voting power or sole dispositive power over Ordinary Shares. Pursuant to the Shareholders Agreement, the number of Ordinary shares for which there is shared voting power and shared dispositive power includes the Co-Investor Shares. However, the Fortissimo Entities each disclaim beneficial ownership of the Co-Investor Shares

 

FFC-Israel, FFC-Israel-DP and FFC Cayman invest together, in the framework of parallel private equity funds, which are managed by FFC GP. The pro-rata allocation among such entities is as follows: FFC-Israel: 90.42%; FFC-Israel-DP: 6.46%; and FFC Cayman: 3.11%.

 

6
 

FFC GP, in its capacity of being the sole general partner of FFC-Israel, FFC-Israel-DP and FFC Cayman, controls and manages each of the Reporting Persons. Accordingly, FFC GP is the beneficial owner of the Ordinary Shares held by each of the Reporting Persons. FFC GP, in its capacity as the general partner of each of the Reporting Persons, has the voting and dispositive power over the Ordinary Shares held by each of them. FFC GP may be deemed to be the indirect beneficial owner of the Ordinary Shares directly beneficially owned by the Reporting Persons.

 

(c) See Item 3 above. Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days.

 

(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares of the Issuer reported by this statement.

 

(e) Not applicable.

 

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

 

Item 6 of Schedule 13D is hereby amended as follows:

 

·The Convertible Loan of August 2006 was due to be repaid to the Reporting Persons on August 18, 2009. The Reporting Persons had agreed to extend the loan payment date initially to June 30, 2010 and during the extension period, the loan was non-convertible and without interest. In December 2009, the Issuer's shareholders approved, and in June 2010, the Issuer and the Reporting Person entered into, an amendment to the Convertible Loan Agreement pursuant to which the repayment date of the Convertible Loan principal and interest was extended to August 31, 2011. The Issuer 's shareholders have since approved in December 2010 and in December 2011, extensions to the Convertible Loan Agreement pursuant to which the repayment date of the Convertible Loan principal and interest is currently extended up to August 31, 2013. The Issuer and the Reporting Persons entered into an amendment to such effect. Until repayment, the Convertible Loan bears interest at 8% per annum, and is convertible at the election of the Reporting Person into Preferred A Shares at $0.03 per Preferred A Share (subject to standard adjustments).

 

·Due to new requirements under the Israeli Companies Law, the Management Services Agreement between the Reporting Persons and the Issuer was submitted to the Issuer’s shareholders’ approval, which was not received, and as a result, the agreement expired as of December 2011.

 

Item 7.Material to be Filed as Exhibits

 

1.Joint Filing Agreement, by and among the Reporting Persons dated August 28, 2006*.

 

2.Share Purchase Agreement dated as of April 4, 2006 between the Issuer and FFC GP (Incorporated by reference to Appendix C to the Issuer's Proxy Statement on Schedule 14A filed on July 6, 2006)*.

 

7
 

3.Additional Closing Addendum No. 1 to the Share Purchase Agreement, dated December 24, 2006.**

 

4.Additional Closing Addendum No. 2 to the Share Purchase Agreement, dated February 7, 2007. ***

 

5.Additional Closing Addendum No. 3 to the Share Purchase Agreement, dated March 20, 2007. ****

 

6.Form of Warrant (Incorporated by reference to Appendix C to the Issuer's Proxy Statement on Schedule 14A filed on July 6, 2006).*

 

7.Registration Rights Agreement dated as of August 18, 2006 (Incorporated by reference to Appendix E to the Issuer's Proxy Statement on Schedule 14A filed on July 6, 2006).*

 

8.Shareholders Agreement, between FFC-GP (on behalf of the several partnerships with respect to which it serves as a General Partner) and the Co-Investors, dated August 17, 2006.*

 

9.Convertible Loan Agreement dated April 4, 2006 (Incorporated by reference to Appendix D to the Issuer's Proxy Statement on Schedule 14A filed on July 6, 2006)*

 

10.Amended Convertible Loan Agreement, dated July 26, 2006.*

 

11.Amendment No. 2 to the Convertible Loan Agreement, dated June 231, 2010.

 

12.Amendment No. 3 to th1e Convertible Loan Agreement, dated December, 2010.

 

13.Amendment No. 4 to the Convertible Loan Agreement, dated December, 2011.

 

8
 

 

 

*Incorporated by reference to the Schedule 13D filed by the Reporting Persons on August 28, 2006.

 

**Incorporated by reference to the Schedule 13D Amendment No. 1 filed by the Reporting Persons on January 25, 2007.

 

***Incorporated by reference to the Schedule 13D Amendment No. 2 filed by the Reporting Persons on February 12, 2007.

 

****Incorporated by reference to the Schedule 13D Amendment No. 3 filed by the Reporting Persons on March 27, 2007.

 

[Remainder of page intentionally left blank]

9
 

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.

 

Dated: May 3, 2012

 

 

 

1. Fortissimo Capital GP, LP

 

By its General Partner, Fortissimo Capital (GP) Management Ltd.:

 

/s/ Yuval Cohen

 

Yuval Cohen, Director

 

 

2. Fortissimo Capital Fund (Israel) LP

 

By its General Partner:

 

Fortissimo Capital GP, LP

 

By its General Partner, Fortissimo Capital (GP) Management Ltd.:

 

/s/ Yuval Cohen

 

Yuval Cohen, Director

 

 

3. Fortissimo Capital Fund (Israel-DP), L.P.

 

By its General Partner:

 

Fortissimo Capital GP, LP

 

By its General Partner, Fortissimo Capital (GP) Management Ltd.:

 

/s/ Yuval Cohen

 

Yuval Cohen, Director

 

 

4. Fortissimo Capital Fund, L.P.

 

By its General Partner:

 

Fortissimo Capital GP, LP

 

By its General Partner, Fortissimo Capital (GP) Management Ltd.:

 

/s/ Yuval Cohen

 

Yuval Cohen, Director

 

 

10
 

 EX-11 2 v311676_ex11.htm EXHIBIT 11

Exhibit 11

 

Amendment No. 2 Dated as of June 23, 2010

(the “2nd Amendment”)

to that Certain Convertible Loan Agreement Entered into as of April 4, 2006,
as amended on July 26, 2006

 

This 2nd Amendment is entered into by and among Fortissimo Capital Fund GP, L.P., on behalf of the several parallel partnerships in which it serves as the General Partner (the “Lead Lender”), whose principal offices are located at 14 Hamelacha Street, Park Afek, Rosh Haayin 48091, Israel, Shem Basum Ltd., an Israeli company, having its address at 8 Hanna Senesh St., Kfar Saba, Israel (“Beilis”); Mr. Yehuda Zisapel, an individual having his address at 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel (“Zisapel”); Michael Chill, an individual having his address at 210 West 89th Street Apt. 4-N, New York, NY 10024, U.S.A. (“Chill” and together with Zisapel, Beilis, and the Lead Lender, the “Lenders”), and Radview Software Ltd., an Israeli corporation, corporate registration number 511627952, with its principal offices in Israel located at 2 Habarzel Street, Tel Aviv 69710, Israel (the “Borrower” or the “Company” and together with the Lenders, the “Parties”).

 

Recitals

 

Whereas, on April 4, 2004, the Lenders and the Borrower entered into that certain Convertible Loan Agreement (the “Convertible Loan Agreement”), pursuant to which the Lenders have agreed to advance to the Company a convertible loan in the aggregate amount of up to US$750,000 (the “Convertible Loan”), all as set forth in the Convertible Loan Agreement;

 

Whereas, on July 26, 2006, the Lead Lender, Beilis, Chill and the Borrower executed an Amendment and Addendum to the Convertible Loan Agreement (the Convertible Loan Agreement, as amended, the “CLA”)

 

Whereas, pursuant to the CLA, the Convertible Loan was due and payable thirty (30) days after the third anniversary of the Remaining Portion Loan Date, as defined therein (the “Maturity Date”);

 

Whereas, the Lenders, by written notices to the Company dated June 23, 2009 (the “Extension Notices”), agreed to extend the term for the repayment of the Convertible Loan beyond the Maturity Date through June 30, 2010 (the “First Extension Period”), during which First Extension Period the Convertible Loan shall not bear any interest and shall be non-convertible;

 

Whereas, on October 21, 2009, the Company's board of directors and audit committee resolved, subject to the Company's shareholders approval, to approve an extension to the CLA (the “Extension”) during which:

 

·the repayment date of the Convertible Loan principle and interest shall be further extended to August 31, 2011;
·until payment, the Convertible Loan shall continue to bear interest at 8% per annum, including retroactively during the First Extension Period; and
·until repayment, the Convertible Loan shall be convertible at the election of the investors, into Preferred A shares, at a conversion price of $0.03 per Preferred A share, and;

 

 
 

Whereas, on December 9, 2009, the Company's shareholders resolved to approve and ratify the aforementioned Extension;

 

 

Now, Therefore, in consideration of the mutual agreements, provisions and covenants contained herein, the Parties hereto agree as follows:

 

1.Interpretation.

 

The preamble to this 2nd Amendment shall be deemed an integral part hereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the CLA. The meaning of capitalized terms which are defined herein shall apply to such terms when used in the CLA.

 

2.Amendment of the CLA

 

The Lenders and the Borrower hereby agree to amend the CLA, as follows:

 

2.1Amendment of Section 1.2 of the CLA.

 

(i)The reference to “the date which is thirty (30) days after the third anniversary of the Remaining Portion Loan Date” in Section 1.2(a) of the CLA shall be replaced with the following text:

 

“August 31, 2011”.

 

(ii)The reference to “the third anniversary of the Remaining Portion Loan Date” in the first sentence of Section 1.2(b) of the CLA shall be replaced with the following text:

 

“August 31, 2011”.

 

3.Scope of this 2nd Amendment.

 

This 2nd Amendment hereby replaces the Extension Notices. For avoidance of doubt, the Convertible Loan shall be subject to interest at the rate of 8% per annum during the First Extension Period as well. Except as set forth herein, all provisions of the CLA shall remain in full force and effect in accordance with their terms.

 

[Remainder of Page Intentionally Left Blank – Signature Page to Follow]

 
 

Signature Page of Amendment to Convertible Loan Agreement

 

In Witness Whereof, Borrower and Lenders have executed this 2nd Amendment as of the date set forth in the preamble.

 

Borrower   Lead Lender
     
Radview Software Ltd.  

Fortissimo Capital Fund GP, L.P.

By: Fortissimo Capital (GP) Management Ltd., its General Partner

     
     
Name:  Jaron Lotan     Name:    
Title: Chairman of the Board     Title:    
       
Name: Amira Paz    
Title: Vice President of Finance (Principal Financial Officer)    

 

 

Shem Basum Ltd.

 

 

Name:
Title:

 

 

 
Yehuda Zisapel

 

 

 
 
Michael Chill

 

 

 
 
 EX-12 3 v311676_ex12.htm EXHIBIT 12

Exhibit 12

 

Amendment No. 3 Dated as of December, 2010

(the “3rd Amendment”)

to that Certain Convertible Loan Agreement Entered into as of April 4, 2006,
as amended on July 26, 2006 and on June 23, 2010

 

This 3rd Amendment is entered into by and among Fortissimo Capital Fund GP, L.P., on behalf of the several parallel partnerships in which it serves as the General Partner (the “Lead Lender”), whose principal offices are located at 14 Hamelacha Street, Park Afek, Rosh Haayin 48091, Israel, Shem Basum Ltd., an Israeli company, having its address at 8 Hanna Senesh St., Kfar Saba, Israel (“Beilis”); Mr. Yehuda Zisapel, an individual having his address at 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel (“Zisapel”); Michael Chill, an individual having his address at 210 West 89th Street Apt. 4-N, New York, NY 10024, U.S.A. (“Chill” and together with Zisapel, Beilis, and the Lead Lender, the “Lenders”), and Radview Software Ltd., an Israeli corporation, corporate registration number 511627952, with its principal offices in Israel located at 2 Habarzel Street, Tel Aviv 69710, Israel (the “Borrower” or the “Company” and together with the Lenders, the “Parties”).

 

Recitals

 

Whereas, on April 4, 2006, the Lenders and the Borrower entered into that certain Convertible Loan Agreement (the “Convertible Loan Agreement”), pursuant to which the Lenders have agreed to advance to the Company a convertible loan in the aggregate amount of up to US$750,000 (the “Convertible Loan”), all as set forth in the Convertible Loan Agreement;

 

Whereas, on July 26, 2006, the Lead Lender, Beilis, Chill and the Borrower executed an Amendment and Addendum to the Convertible Loan Agreement (the Convertible Loan Agreement, as amended, the “CLA”);

 

Whereas, pursuant to the CLA, the Convertible Loan was due and payable thirty (30) days after the third anniversary of the Remaining Portion Loan Date, as defined therein (the “Maturity Date”);

 

Whereas, on June 23, 2010, the Company and the Lenders agreed to amend the CLA, such that, among other things, the repayment date of the Convertible Loan (principle and interest) was extended to August 31, 2011;

 

Whereas, the Parties wish to further extend the repayment date of the Convertible Loan to August 31, 2012, and on October 31, 2010, the Company's Board of Directors and Audit Committee resolved, subject to the Company's shareholders approval, to approve such extension;

 

Now, Therefore, in consideration of the mutual agreements, provisions and covenants contained herein, the Parties hereto agree as follows:

 

1.Interpretation

 

The preamble to this 3rd Amendment shall be deemed an integral part hereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the CLA. The meaning of capitalized terms which are defined herein shall apply to such terms when used in the CLA.

 
 

 

2.Amendment of the CLA

 

The Lenders and the Borrower hereby agree to amend the CLA, as follows:

 

2.1Amendment of Section 1.2 of the CLA

 

(i)The reference to “August 31, 2011” in Section 1.2(a) of the CLA, as amended shall be replaced with the following text:

 

“August 31, 2012”.

 

(ii)The reference to “August 31, 2011” in the first sentence of Section 1.2(b) of the CLA, as amended, shall be replaced with the following text:

 

“August 31, 2012”.

 

3.Validity and Scope of this 3rd Amendment

 

This 3rd Amendment shall come into effect upon and subject to approval by the Company's shareholders. Except as set forth herein, all provisions of the CLA, as amended, shall remain in full force and effect in accordance with their terms.

 

[Remainder of Page Intentionally Left Blank – Signature Page to Follow]

 
 

Signature Page of Amendment to Convertible Loan Agreement

 

In Witness Whereof, Borrower and Lenders have executed this 3rd Amendment as of the date set forth in the preamble.

 

Borrower   Lead Lender
     
Radview Software Ltd.  

Fortissimo Capital Fund GP, L.P.

By: Fortissimo Capital (GP) Management Ltd., its General Partner

     
     
Name:  Jaron Lotan     Name:    
Title: Chairman of the Board     Title:    
       
Name: Amira Paz    
Title: Vice President of Finance (Principal Financial Officer)    

 

 

Shem Basum Ltd.

 

 

Name:
Title:

 

 

 
Yehuda Zisapel

 

 

 
 
Michael Chill

 

 
 
 EX-13 4 v311676_ex13.htm EXHIBIT 13

Exhibit 13

 

Amendment No. 4 Dated as of December, 2011

(the “4th Amendment”)

to that Certain Convertible Loan Agreement Entered into as of April 4, 2006, as amended on July 26, 2006, June 23, 2010 and December 13, 2010

 

This 4th Amendment is entered into by and among Fortissimo Capital Fund GP, L.P., on behalf of the several parallel partnerships in which it serves as the General Partner (the “Lead Lender”), whose principal offices are located at 14 Hamelacha Street, Park Afek, Rosh Haayin 48091, Israel, Shem Basum Ltd., an Israeli company, having its address at 8 Hanna Senesh St., Kfar Saba, Israel (“Beilis”); Mr. Yehuda Zisapel, an individual having his address at 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel (“Zisapel”); Michael Chill, an individual having his address at 210 West 89th Street Apt. 4-N, New York, NY 10024, U.S.A. (“Chill” and together with Zisapel, Beilis, and the Lead Lender, the “Lenders”), and Radview Software Ltd., an Israeli corporation, corporate registration number 511627952, with its principal offices in Israel located at 2 Habarzel Street, Tel Aviv 69710, Israel (the “Borrower” or the “Company” and together with the Lenders, the “Parties”).

 

Recitals

 

Whereas, on April 4, 2006, the Lenders and the Borrower entered into that certain Convertible Loan Agreement (the “Convertible Loan Agreement”), pursuant to which the Lenders have agreed to advance to the Company a convertible loan in the aggregate amount of up to US$750,000 (the “Convertible Loan”), all as set forth in the Convertible Loan Agreement;

 

Whereas, on July 26, 2006, the Lead Lender, Beilis, Chill and the Borrower executed an Amendment and Addendum to the Convertible Loan Agreement (the Convertible Loan Agreement, as amended, the “CLA”);

 

Whereas, pursuant to the CLA, the Convertible Loan was due and payable thirty (30) days after the third anniversary of the Remaining Portion Loan Date, as defined therein (the “Maturity Date”);

 

Whereas, previously, the Company and the Lenders agreed to amend the CLA, such that, among other things, the repayment date of the Convertible Loan (principle and interest) was extended to August 31, 2012;

 

Whereas, the Parties wish to further extend the repayment date of the Convertible Loan to August 31, 2013, and on November 3, 2011, the Company's Audit Committee and Board of Directors resolved, subject to the Company's shareholders approval, to approve such extension;

 

Now, Therefore, in consideration of the mutual agreements, provisions and covenants contained herein, the Parties hereto agree as follows:

 

1.Interpretation

 

The preamble to this 4th Amendment shall be deemed an integral part hereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the CLA. The meaning of capitalized terms which are defined herein shall apply to such terms when used in the CLA.

 

 

 
 

 

2.Amendment of the CLA

 

The Lenders and the Borrower hereby agree to amend the CLA, as follows:

 

2.1Amendment of Section 1.2 of the CLA

 

(i)The reference to “August 31, 2012” in Section 1.2(a) of the CLA, as amended shall be replaced with the following text:

 

“August 31, 2013”.

(ii)The reference to “August 31, 2012” in the first sentence of Section 1.2(b) of the CLA, as amended, shall be replaced with the following text:

 

“August 31, 2013”.

 

3.Validity and Scope of this 4th Amendment

 

This 4th Amendment shall come into effect upon and subject to approval by the Company's shareholders. Except as set forth herein, all provisions of the CLA, as amended, shall remain in full force and effect in accordance with their terms.

 

[Remainder of Page Intentionally Left Blank – Signature Page to Follow]

 
 

Signature Page of Amendment to Convertible Loan Agreement

 

In Witness Whereof, Borrower and Lenders have executed this 4th Amendment as of the date set forth in the preamble.

 

Borrower   Lead Lender
     
Radview Software Ltd.  

Fortissimo Capital Fund GP, L.P.

By: Fortissimo Capital (GP) Management Ltd., its General Partner

     
     
Name:  Jaron Lotan     Name:    
Title: Chairman of the Board     Title:    
       
Name: Guy Yasur    
Title: Chief Financial Officer    

 

 

Shem Basum Ltd.

 

 

Name:
Title:

 

 

 
Yehuda Zisapel

 

 

 
 
Michael Chill