0001178913-12-000280.txt : 20120206 0001178913-12-000280.hdr.sgml : 20120206 20120206060140 ACCESSION NUMBER: 0001178913-12-000280 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120206 DATE AS OF CHANGE: 20120206 GROUP MEMBERS: DAVID RIVEL GROUP MEMBERS: INTER-GAMMA INVESTMENT CO LTD. GROUP MEMBERS: INTERGAMMA INT. TRADE FOUNDED BY INTERGAMMA INVESTMENTS CO. GROUP MEMBERS: RAPAC COMMUNICATION & INFRASTRUCTURE LTD. GROUP MEMBERS: TANHUM OREN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RRSat Global Communications Network Ltd. CENTRAL INDEX KEY: 0001375829 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82408 FILM NUMBER: 12571909 BUSINESS ADDRESS: STREET 1: D. N. SHIKMIM CITY: REEM STATE: L3 ZIP: 79813 BUSINESS PHONE: 972-8-861-0000 MAIL ADDRESS: STREET 1: D. N. SHIKMIM CITY: REEM STATE: L3 ZIP: 79813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Del-Ta Engineering Equipment Ltd. CENTRAL INDEX KEY: 0001387323 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8 SHAUL HAMELECH BLVD CITY: TEL AVIV STATE: L3 ZIP: 64733 BUSINESS PHONE: 972-3-6979750 MAIL ADDRESS: STREET 1: 8 SHAUL HAMELECH BLVD CITY: TEL AVIV STATE: L3 ZIP: 64733 SC 13G/A 1 zk1210960.htm SC 13G/A zk1210960.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
RRsat Global Communications Network Ltd.
(Name of Issuer)
 
Ordinary Shares, Par Value NIS 0.01 Per Share
(Title of Class of Securities)
 
M8183P102
(CUSIP Number)
 
December 31, 2011
 (Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
 
o Rule 13d-1(c)
 
x Rule 13d-1(d)
 
*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.
 
 
 
 
 
CUSIP No. M8183P102
  
Page 2 of 12 Pages
 
1
NAME OF REPORTING PERSONS.
InterGamma International Trade Founded by InterGamma Investments Co.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x 
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 5
SOLE VOTING POWER 
 
N/A
6
SHARED VOTING POWER 
 
671,067
7
SOLE DISPOSITIVE POWER 
 
N/A
8
SHARED DISPOSITIVE POWER 
 
671,067
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
671,067
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
3.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 
 
 
CUSIP No. M8183P102
  
Page 3 of 12 Pages
 
1
NAME OF REPORTING PERSONS.
Del-Ta Engineering Equipment Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x 
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 5
SOLE VOTING POWER 
 
N/A
6
SHARED VOTING POWER 
 
9,079,107
7
SOLE DISPOSITIVE POWER 
 
N/A
8
SHARED DISPOSITIVE POWER 
 
6,810,367
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
9,079,107
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
51.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 
 
 
CUSIP No. M8183P102
  
Page 4 of 12 Pages
 
1
NAME OF REPORTING PERSONS.
Rapac Communication & Infrastructure Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x 
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 5
SOLE VOTING POWER 
 
N/A
6
SHARED VOTING POWER 
 
9,079,107
7
SOLE DISPOSITIVE POWER 
 
N/A
8
SHARED DISPOSITIVE POWER 
 
6,810,367
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
9,079,107
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
51.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 
 
 
CUSIP No. M8183P102
  
Page 5 of 12 Pages
 
1
NAME OF REPORTING PERSONS.
Inter-Gamma Investment Company Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x 
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 5
SOLE VOTING POWER 
 
N/A
6
SHARED VOTING POWER 
 
9,079,107
7
SOLE DISPOSITIVE POWER 
 
N/A
8
SHARED DISPOSITIVE POWER 
 
6,810,367
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
9,079,107
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
51.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 
 
 
CUSIP No. M8183P102
  
Page 6 of 12 Pages
 
1
NAME OF REPORTING PERSONS.
Tanhum Oren
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x 
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 5
SOLE VOTING POWER 
 
N/A
6
SHARED VOTING POWER 
 
9,079,107
7
SOLE DISPOSITIVE POWER 
 
N/A
8
SHARED DISPOSITIVE POWER 
 
6,810,367
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
9,079,107
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
51.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
IN
 
 
 
 
 
CUSIP No. M8183P102
  
Page 7 of 12 Pages
 
1
NAME OF REPORTING PERSONS.
David Rivel
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x 
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 5
SOLE VOTING POWER 
 
N/A
6
SHARED VOTING POWER 
 
2,268,740
7
SOLE DISPOSITIVE POWER 
 
2,268,740
8
SHARED DISPOSITIVE POWER 
 
N/A
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
2,268,740
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
12.9%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
IN
 
 
 
 
 
Item 1(a)
Name of Issuer
 
RRsat Global Communications Network Ltd. (the "Issuer").
 
Item 1(b)
Address of Issuer's Principal Executive Offices
 
RRsat Building, Hanegev Street, POB 1056, Airport City 70100,
 
Item 2(a)-(b) 
Name of Person Filing; Address of Principal Business Office or, if none, Residence
 
 
(a)
InterGamma International Trade Founded by InterGamma Investments Co.  The principal business office is located at P.O. Box 3805, Intergama Building, Kfar Neter 40593, Israel.

 
(b)
Del-Ta Engineering Equipment Ltd.  The principal business office is located at P.O. Box 3805, Intergama Building, Kfar Neter 40593, Israel.

 
(c)
Rapac Communication & Infrastructure Ltd.  The principal business office is located at P.O. Box 3805, Intergama Building, Kfar Neter 40593, Israel.

 
(d)
Inter-Gamma Investment Company Ltd.  The principal business office is located at 16 Abba Even Blvd., Herzeliya 46103, Israel.

 
(e)
Tanhum Oren.  The principal business office is located at 16 Abba Even Blvd., Herzeliya 46103, Israel.

 
(f)
David Rivel.  The principal business office is located at RRsat Building, Hanegev Street, POB 1056, Airport City 70100, Israel.

Item 2(c)
Citizenship
 
Incorporated by reference to Item 4 of the cover page pertaining to each reporting person.
 
Item 2(d) 
Title of Class of Securities
 
Ordinary Shares, par value NIS 0.01 per share, of the Issuer ("Ordinary Shares").
 
Item 2(e)
CUSIP Number
 
M8183P102
 
Item 3
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
Not applicable.
 
Item 4
Ownership
 
InterGamma International Trade Founded by InterGamma Investments Co.

 
(a)
Amount beneficially owned: 671,067 Ordinary Shares.  InterGamma International Trade Founded by InterGamma Investments Co. (the "Del-Ta Subsidiary") is the record owner of 671,067 Ordinary Shares.

 
(b)
Percentage of class: 3.8%
 
 
Page 8 of 12 Pages
 
 
 
(c)
Number of shares as to which the person has:

Sole power to vote or direct the vote: N/A
Shared power to vote or direct the vote: 671,067
Sole power to dispose or direct the disposition of: N/A
Shared power to dispose or direct the disposition of: 671,067
 
Del-Ta Engineering Equipment Ltd.

 
(a)
Amount beneficially owned: 9,079,107 Ordinary Shares.  Del-Ta Engineering Equipment Ltd. is the record owner of 6,139,300 Ordinary Shares.  In addition, Del-Ta Engineering Equipment Ltd. beneficially owns 100% of the outstanding shares of the Del-Ta Subsidiary. By reason of Del-Ta Engineering Equipment Ltd.'s control over the Del-Ta Subsidiary, Del-Ta Engineering Equipment Ltd. may be deemed to beneficially own, and share the power to vote and dispose of, the 671,067 Ordinary Shares beneficially owned by the Del-Ta Subsidiary. In addition, by virtue of the shareholders agreement between Del-Ta Engineering Equipment Ltd. and David Rivel, pursuant to which Mr. Rivel granted Del-Ta Engineering Equipment Ltd. an irrevocable proxy to vote all shares beneficially owned by Mr. Rivel at shareholder meetings on any matter relating to the election of directors, Del-Ta Engineering Equipment Ltd. may be deemed to beneficially own, and share the power to vote, the 2,268,740 Ordinary Shares beneficially owned by David Rivel.

 
(b)
Percentage of class: 51.6%

 
(c)
Number of shares as to which the person has:

Sole power to vote or direct the vote: N/A
Shared power to vote or direct the vote: 9,079,107
Sole power to dispose or direct the disposition of: N/A
Shared power to dispose or direct the disposition of: 6,810,367

Rapac Communication & Infrastructure Ltd.

 
(a)
Amount beneficially owned:  9,079,107 Ordinary Shares.  Rapac Communication & Infrastructure Ltd. beneficially owns 100% of the outstanding shares of Del-Ta Engineering Equipment Ltd.  By reason of Rapac Communication & Infrastructure Ltd.'s control over Del-Ta Engineering Equipment Ltd., Rapac Communication & Infrastructure Ltd. may be deemed to beneficially own, and share the power to vote and dispose of, the Ordinary Shares beneficially owned by Del-Ta Engineering Equipment Ltd. and the Del-Ta Subsidiary.

 
(b)
Percentage of class: 51.6%

 
(c)
Number of shares as to which the person has:

Sole power to vote or direct the vote: N/A
Shared power to vote or direct the vote: 9,079,107
Sole power to dispose or direct the disposition of: N/A
Shared power to dispose or direct the disposition of: 6,810,367

Inter-Gamma Investment Company Ltd.

 
(a)
Amount beneficially owned:  9,079,107 Ordinary Shares.  Inter-Gamma Investment Company Ltd. beneficially owns shares of Rapac Communication & Infrastructure Ltd. representing approximately 56.38% of the voting power of Rapac Communication & Infrastructure Ltd.  By reason of Inter-Gamma Investment Company Ltd.'s control over Rapac Communication & Infrastructure Ltd., Inter-Gamma Investment Company Ltd. may be deemed to beneficially own, and share the power to vote and dispose of, the Ordinary Shares beneficially owned by Del-Ta Engineering Equipment Ltd. and the Del-Ta Subsidiary.
 
 
Page 9 of 12 Pages
 
 
 
(b)
Percentage of class: 51.6%

 
(c)
Number of shares as to which the person has:

Sole power to vote or direct the vote: N/A
Shared power to vote or direct the vote: 9,079,107
Sole power to dispose or direct the disposition of: N/A
Shared power to dispose or direct the disposition of: 6,810,367

Tanhum Oren

 
(a)
Amount beneficially owned:  9,079,107 Ordinary Shares.  Tanhum Oren beneficially owns shares of Inter-Gamma Investment Company Ltd. representing approximately 87.17% of the voting power of Inter-Gamma Investment Company Ltd.  By reason of Mr. Oren's control over Inter-Gamma Investment Company Ltd., Mr. Oren may be deemed to beneficially own, and share the power to vote and dispose of, the Ordinary Shares beneficially owned by Del-Ta Engineering Equipment Ltd. and the Del-Ta Subsidiary.  Mr. Oren disclaims beneficial ownership of the Ordinary Shares beneficially owned by Del-Ta Engineering Equipment Ltd. and the Del-Ta Subsidiary except to the extent of his interest in Inter-Gamma Investment Company Ltd.

 
(b)
Percentage of class: 51.6%

 
(c)
Number of shares as to which the person has:

Sole power to vote or direct the vote: N/A
Shared power to vote or direct the vote: 9,079,107
Sole power to dispose or direct the disposition of: N/A
Shared power to dispose or direct the disposition of: 6,810,367

David Rivel
 
 
(a)
Amount beneficially owned: 2,268,740 Ordinary Shares.  David Rivel is the record owner of 2,035,640 Ordinary Shares and the holder of currently exercisable options to purchase an aggregate of 233,100 Ordinary Shares.

 
(b)
Percentage of class: 12.9%

 
(c)
Number of shares as to which the person has:

Sole power to vote or direct the vote: N/A
Shared power to vote or direct the vote: 2,268,740
Sole power to dispose or direct the disposition of: 2,268,740
Shared power to dispose or direct the disposition of: N/A

 
Page 10 of 12 Pages
 
 
Item 5 
Ownership of Five Percent or Less of a Class
 
Not applicable.
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group
 
Incorporated by reference to Items 2 and 4 of this Schedule 13G.
 
Item 9
Notice of Dissolution of Group
 
Not applicable.
 
Item 10
Certification
 
Not applicable.
 
 
Page 11 of 12 Pages
 
 
Signatures

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 6, 2012
 
 
INTERGAMMA INTERNATIONAL TRADE FOUNDED
    BY INTERGAMMA INVESTMENTS CO.
       
 
By:
/s/ Tanhum Oren
/s/ Roni Oren
   
Tanhum Oren
Roni Oren
   
Director   
Director
       
 
DEL-TA ENGINEERING EQUIPMENT LTD.
       
 
By:
/s/ Alex Milner
/s/ Roni Oren
   
Alex Milner 
Roni Oren
   
Director 
Director
     
 
 
RAPAC COMMUNICATION & INFRASTRUCTURE LTD.
       
 
By:
/s/ Roni Oren
/s/ Alex Milner
   
Roni Oren
Alex Milner
   
CEO and President
Vice Chairman
 
 
INTER-GAMMA INVESTMENT COMPANY LTD.
     
 
By:
/s/ Tanhum Oren
   
Tanhum Oren
   
CEO
     
 
By:
/s/ Yigal Berman
   
Yigal Berman
   
CFO
 
 
/s/ Tanhum Oren
 
TANHUM OREN
   
 
/s/ David Rivel
 
DAVID RIVEL
 
Page 12 of 12 Pages