0001178913-13-002748.txt : 20130925 0001178913-13-002748.hdr.sgml : 20130925 20130925074411 ACCESSION NUMBER: 0001178913-13-002748 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130925 DATE AS OF CHANGE: 20130925 GROUP MEMBERS: INTER-GAMMA INVESTMENT CO LTD. GROUP MEMBERS: INTERGAMMA INTERNATIONAL TRADE FOUNDED BY INTERGAMMA INVESTM 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82408 FILM NUMBER: 131113381 BUSINESS ADDRESS: STREET 1: HANEGEV STREET CITY: AIRPORT CITY STATE: L3 ZIP: 70100 BUSINESS PHONE: 972-3-9280808 MAIL ADDRESS: STREET 1: HANEGEV STREET CITY: AIRPORT CITY STATE: L3 ZIP: 70100 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 13D/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 13D/A 1 zk1313682.htm SC 13D/A zk1313682.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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)

Roni Oren
Rapac Communication & Infrastructure Ltd.
Intergamma Building
P.O. Box 3805
Kfar Neter 40593, Israel
Tel: (972)(3) 697-9700
Fax: (972)(3) 697-9701
 
 
with a copy to:
Tuvia J. Geffen, Adv.
Naschitz, Brandes & Co.
5 Tuval Street
Tel-Aviv 67897, Israel
Tel: (972)(3) 623-5000
Fax: (972)(3) 623-5005
 

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
September 12, 2013

(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 x.
 
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.
 
 
 

 
 
CUSIP No. M8183P102
 
Page 3 of 12 Pages
 
1
NAME OF REPORTING PERSONS.
 
InterGamma International Trade Founded by InterGamma Investments Co.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK 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 
 
N/A
8
SHARED VOTING POWER 
 
501,067
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
501,067
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
501,067
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
2.89%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO

 
 

 
 
CUSIP No. M8183P102
 
Page 4 of 12 Pages
 
1
NAME OF REPORTING PERSONS. 
 
Del-Ta Engineering Equipment Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK 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 
 
N/A
8
SHARED VOTING POWER 
 
6,640,367
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
6,640,367
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
6,640,367
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
38.28%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 

 
 
CUSIP No. M8183P102
 
Page 5 of 12 Pages
 
1
NAME OF REPORTING PERSONS.
 
Rapac Communication & Infrastructure Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK 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 
 
N/A
8
SHARED VOTING POWER 
 
6,640,367
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
6,640,367
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
6,640,367
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
38.28%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO

 
 

 
 
CUSIP No. M8183P102
 
Page 6 of 12 Pages
 
1
NAME OF REPORTING PERSONS.                                                                                                                                
 
Inter-Gamma Investment Company Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK 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
 
N/A
8
SHARED VOTING POWER 
 
6,640,367
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
6,640,367
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
6,640,367
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
38.28%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 

 
 
CUSIP No. M8183P102
 
Page 7 of 12 Pages
 
1
NAME OF REPORTING PERSONS.                                                                                                                                
 
Tanhum Oren
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK 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 
 
N/A
8
SHARED VOTING POWER 
 
6,640,367
9
SOLE DISPOSITIVE POWER
 
N/A
10
SHARED DISPOSITIVE POWER 
 
6,640,367
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
6,640,367
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
38.28%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
IN
 
 
 

 
 
The undersigned, InterGamma International Trade Founded by InterGamma Investments Co. (“InterGamma Sub”), Del-Ta Engineering Equipment Ltd. (“Del-Ta Engineering”), Rapac Communication & Infrastructure Ltd. (“Rapac”), Inter-Gamma Investment Company Ltd. (“Inter-Gamma”) and Tanhum Oren (collectively, the “Reporting Persons”), hereby file this Amendment No. 2 to Schedule 13D (the "Amendment"), which amends the Schedule 13D filed by the Reporting Persons on April 29, 2013, with respect to the Ordinary Shares, par value NIS 0.01 per share (the “Ordinary Shares”), of RRsat Global Communications Network Ltd., an Israeli company (“RRsat”), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on May 13, 2013.  The Amendment amends and supplements Items 4, 5, 6 and 7 of the Schedule 13D, as amended.

Item 4.
Purpose of Transaction
 
Shareholders Agreement. On September 10, 2013, Viola P.E. GP Ltd. (“Viola”) consummated the acquisition of 2,255,053 Ordinary Shares from Kardan Communications Ltd. (the “Kardan Closing”).  As a result, pursuant to the shareholders agreement, dated as of April 17, 2013, between Del-Ta Engineering and Viola (the “Del-Ta-Viola Shareholders Agreement”), effective upon the Kardan Closing, Del-Ta Engineering and Viola are required to cause RRsat to call a general meeting of shareholders as soon as possible for the purpose of:
 
 
1.
amending RRsat’s Articles of Association (i) to increase the size of RRsat’s board of directors and provide that members of RRsat’s board of directors shall be elected, replaced and removed by a simple majority vote and (ii) to require a threshold quorum of 70% of RRsat’s directors and a supermajority of more than 70% of the voting directors for approving the following specified matters:
 
 
a.
material changes to RRsat’s business;
 
 
b.
the issuance of RRsat securities constituting more than 25% of RRsat’s outstanding share capital (on a fully diluted basis) in the aggregate within any period of 24 months;
 
 
c.
the appointment, removal and compensation of RRsat’s chief executive officer;
 
 
d.
an acquisition or investment by RRsat in excess of $30 million; and
 
 
e.
a change to RRsat’s dividend policy or the declaration of a dividend inconsistent with the dividend policy then in effect; and
 
 
2.
replacing all RRsat directors in accordance with the nominee designation process agreed between Del-Ta and Viola (other than the two outside directors (within the meaning of Israel’s Companies Law, 5759-1999, and a third unaffiliated director).
 
The foregoing summary of the Del-Ta-Viola Shareholders Agreement is qualified in its entirety by reference to the full text of such agreement included as Exhibit 6 hereto and is incorporated herein by reference.
 
Share Purchase Agreement.  On September 12, 2013, Rapac, InterGamma Sub and Rosario Capital Ltd. (“Rosario”) entered into a Share Purchase Agreement (“Purchase Agreement”) pursuant to which InterGamma Sub sold to Rosario 170,000 Ordinary Shares held by InterGamma Sub for a purchase price of $8.30 per Ordinary Share, or an aggregate purchase price of $1,411,000.  Pursuant to the Purchase Agreement, Rosario agreed not to resell the Ordinary Shares for less than $7.50 during a period of nine months, and InterGamma Sub agreed to pay Rosario a distribution fee equal to 2.5% of the proceeds of any Ordinary Shares Rosario actually sells during such period, and to pay Rosario an additional payment based the difference between $8.30 and the actual resale price of any such shares actually resold (with InterGamma Sub paying to Rosario 100% of the difference in the event the resale price is less than $8.30 and Rosario paying to InterGamma Sub 50% of the difference in the event the resale price is more than $8.30, subject to adjustments for dividends distributed by RRsat during the period).  In addition, InterGamma Sub granted Rosario an option to sell to InterGamma Sub all or portion of the purchased Ordinary Shares for a period of 30 days commencing nine months after the date of the Purchase Agreement at a purchase price of $8.30 per Ordinary Share plus annual interest at a rate equal to the Prime Rate plus 4%, subject to adjustments for dividends distributed by RRsat during the period.  The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement included as Exhibit 10 hereto and is incorporated herein by reference.
 
 
Page 8 of 12 Pages

 
 
Pledge of Shares.
 
On June 4, 2012, Del-Ta Engineering pledged 2,600,000 Ordinary Shares it beneficially owns in favor of Bank Igud of Israel Ltd. to secure outstanding loans of Rapac and its subsidiaries.
 
On June 30, 2013, Del-Ta Engineering pledged 2,785,800 Ordinary Shares it beneficially owns in favor of Strauss Lazer Trust Company (1992) Ltd. for the benefit of the holders of outstanding bonds of Rapac to secure Rapac’s obligations pursuant to the bonds.
 
On July 1, 2013, Del-Ta Engineering pledged 700,000 Ordinary Shares it beneficially owns in favor of Excellence Nessuah Brokerage Services Ltd. to secure outstanding loans of Rapac and its subsidiaries.
 
On August 22, 2013, Del-Ta Engineering pledged 53,500 Ordinary Shares it beneficially owns in favor of Strauss Lazer Trust Company (1992) Ltd. for the benefit of the holders of outstanding bonds of Rapac to secure Rapac’s obligations pursuant to the bonds.
 
On August 22, 2013, InterGamma Sub pledged 484,736 Ordinary Shares it beneficially owns in favor of Strauss Lazer Trust Company (1992) Ltd. for the benefit of the holders of outstanding bonds of Rapac to secure Rapac’s obligations pursuant to the bonds.
 
The information set forth in Items 5 and 6 of the Schedule 13D, as amended, is incorporated herein by reference.
 
Each of the Reporting Persons intends to continuously review its investment in RRsat, and may in the future determine, either alone or as part of a group (i) to acquire additional securities of RRsat, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of RRsat owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) – (j) of Item 4 of Schedule 13D.  Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters.  In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, RRsat’s business and prospects, other developments concerning RRsat and its businesses generally, other business opportunities available to the Reporting Persons, developments with respect to the business of the Reporting Persons, changes in law and government regulations, general economic conditions and money and stock market conditions, including the market price of the securities of RRsat.
 
Except as described in this Item 4 and in Items 3, 5 and 6 of the Schedule 13D, as amended, which are incorporated herein by reference, the Reporting Persons have no plans or proposals with respect to RRsat or its securities that relate to, or would result in, any of the transactions described in paragraphs (a) – (j) of Item 4 of Schedule 13D, as amended.
 
Item 5.
Interest in Securities of the Issuer
 
(a)           The calculations included herein are based on a total of 17,346,561 Ordinary Shares outstanding.
 
InterGamma Sub directly beneficially owns 501,067 Ordinary Shares, representing approximately 2.89% of the outstanding Ordinary Shares.  InterGamma Sub disclaims beneficial ownership of the Ordinary Shares owned by the other Reporting Persons.
 
Del-Ta Engineering directly beneficially owns 6,139,300 Ordinary Shares, representing approximately 35.39% of the outstanding Ordinary Shares.  In addition, Del-Ta Engineering beneficially owns 100% of the outstanding shares of InterGamma Sub.  By reason of Del-Ta Engineering’s control over InterGamma Sub it may be deemed to beneficially own, and share the power to vote and dispose of, the 501,067 Ordinary Shares directly beneficially owned by InterGamma Sub, representing 2.89% of the outstanding Ordinary Shares.
 
 
Page 9 of 12 Pages

 
 
Rapac does not directly beneficially own any Ordinary Shares.  Rapac beneficially owns 100% of the outstanding shares of Del-Ta Engineering.  By reason of Rapac’s control over Del-Ta Engineering it may be deemed to beneficially own, and share the power to vote and dispose of, (A) the 6,139,300 Ordinary Shares directly beneficially owned by Del-Ta Engineering, representing approximately 35.39% of the outstanding Ordinary Shares, and (B) the 501,067 Ordinary Shares directly beneficially owned by InterGamma Sub, representing 2.89% of the outstanding Ordinary Shares.
 
Inter-Gamma does not directly beneficially own any Ordinary Shares.  Inter-Gamma beneficially owns 56.38% of the voting power of Rapac.  By reason of Inter-Gamma’s control over Rapac it may be deemed to beneficially own, and share the power to vote and dispose of, (A) the 6,139,300 Ordinary Shares directly beneficially owned by Del-Ta Engineering, representing approximately 35.39% of the outstanding Ordinary Shares, and (B) the 501,067 Ordinary Shares directly beneficially owned by InterGamma Sub, representing 2.89% of the outstanding Ordinary Shares.
 
Tanhum Oren does not directly beneficially own any Ordinary Shares.  Mr. Oren beneficially owns (i) 87.15% of the voting power of Inter-Gamma and (ii) 3.41% of the voting power of Rapac.  By reason of Mr. Oren’s control over Inter-Gamma it may be deemed to beneficially own, and share the power to vote and dispose of, (A) the 6,139,300 Ordinary Shares directly beneficially owned by Del-Ta Engineering, representing approximately 35.39% of the outstanding Ordinary Shares, and (B) the 501,067 Ordinary Shares directly beneficially owned by InterGamma Sub, representing 2.89% of the outstanding Ordinary Shares,.
 
Alex Milner, the Chairman of the board of directors of Rapac and a director of InterGamma Sub and Del-Ta Engineering, beneficially owns 4,300 Ordinary Shares.
 
Orly Felner-Hayardeny, a director of Rapac, beneficially owns 8,000 Ordinary Shares.
 
Except as set forth herein, the filing of this Schedule 13D shall not be construed as an admission by any of the Reporting Persons that they are, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of Ordinary Shares beneficially owned by any of the other Reporting Persons or by Viola, Kardan Communications Ltd. or David Rivel, and, except as set forth herein, each Reporting Person disclaims such beneficial ownership.
 
(b)           InterGamma Sub, Del-Ta Engineering, Rapac, Inter-Gamma and Tanhum Oren share the power to vote and dispose of, 501,067 Ordinary Shares held by InterGamma Sub.
 
Del-Ta Engineering, Rapac, Inter-Gamma and Tanhum Oren share the power to vote and dispose of, 6,139,300 Ordinary Shares held by Del-Ta Engineering.
 
Alex Milner, the Chairman of the board of directors of Rapac and a director of InterGamma Sub and Del-Ta Engineering, has the sole power to vote and dispose of the 4,300 Ordinary Shares beneficially owned by him.
 
Orly Felner-Hayardeny, a director of Rapac and the daughter of Tanhum Oren, has the sole power to vote and dispose of the 8,000 Ordinary Shares beneficially owned by her.
 
(c)           Except as described in item 4, no transactions in the Ordinary Shares have been effected by the Reporting Persons during the past 60 days.
 
To the best of InterGamma Sub’s knowledge, no transactions in the Ordinary Shares have been effected by any of the persons listed in Exhibit 1 during the past 60 days.
 
To the best of Del-Ta Engineering’s knowledge, no transactions in the Ordinary Shares have been effected by any of the persons listed in Exhibit 2 during the past 60 days.
 
 
Page 10 of 12 Pages

 
 
To the best of Rapac’ knowledge, no transactions in the Ordinary Shares have been effected by any of the persons listed in Exhibit 3 during the past 60 days.
 
To the best of Inter-Gamma’s knowledge, no transactions in the Ordinary Shares have been effected by any of the persons listed in Exhibit 4 during the past 60 days.
 
(d)          Except as set forth in Item 4 of the Schedule 13D, as amended, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.
 
(e)           N/A
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
The information set forth in Items 3, 4 and 5 of the Schedule 13D, as amended, is incorporated herein by reference.
 
As of September 22, 2013, (A) (i) Mr. Ron Oren, the Chairman of the Board of Directors of InterGamma Sub and Del-Ta Engineering, the Chief Executive Officer and Director of Rapac and the son of Tanhum Oren, and (ii) Mr. Alex Milner, the Chairman of the Board of directors of Rapac and a Director of  InterGamma Sub and Del-Ta Engineering, serve as members of the Board of Directors of RRsat, and (B) Mr. Yigal Berman, the Chief Financial officer of Inter-Gamma and a Director of Rapac, serves as an observer to the Board of Directors of RRsat.
 
Item 7.
Material to be Filed as Exhibits
 
Exhibit 10
Share Purchase Agreement, dated as of September 12, 2013, by and among Rapac Communication & Infrastructure Ltd., InterGamma International Trade Founded by InterGamma Investments Co. and Rosario Capital Ltd. (translated from Hebrew).

 
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.
 
Dated:  September 25, 2013
INTERGAMMA INTERNATIONAL TRADE
         FOUNDED BY INTERGAMMA INVESTMENTS CO.
 
By:    /s/ Roni Oren                          /s/ Haim Mazuz
Roni Oren                                Haim Mazuz
Director                                    Director
 
DEL-TA ENGINEERING EQUIPMENT LTD.
 
By:    /s/ Roni Oren                          /s/ Haim Mazuz
Roni Oren                                Haim Mazuz
Director                                    Director
   
 
RAPAC COMMUNICATION & INFRASTRUCTURE LTD.
 
By:   /s/ Tanhum Oren                    /s/ Roni Oren
Tanhum Oren                         Roni Oren
Director                                   Director
   
 
INTER-GAMMA INVESTMENT COMPANY LTD.
 
By:    /s/ Tanhum Oren
Tanhum Oren
CEO
 
 
By:   /s/ Yigal Berman
Yigal Berman
         CFO
 
 
/s/ TANHUM OREN
TANHUM OREN
 
Page 12 of 12 Pages

 
EX-99 2 exhibit_10.htm EXHIBIT 10 exhibit_10.htm


Exhibit 10
 
Share Purchase Agreement, dated as of September 12, 2013, by and among Rapac Communication &
Infrastructure Ltd., InterGamma International Trade Founded by InterGamma Investments Co. and Rosario Capital Ltd.
(Translated from Hebrew)
 
Share Purchase Agreement

Made and entered in Tel Aviv on the 12th day of September 2013

Between

Rapac Communication & Infrastructure Ltd.
from 2 Alon Street, Kfar Neter
(the “Rapac”)

and between

InterGamma International Trade Founded by InterGamma Investments Co.
from 2 Alon Street, Kfar Neter
(the “InterGamma Trade”)
(Rapac and InterGamma Trade collectively, the “Sellers”)

and between

Rosario Capital Ltd.
2 Weitzman Street, Tel Aviv
(the “Purchaser”)

Whereas                      Rapac holds (indirectly) all of the issued and outstanding share capital of InterGamma Trade;

Whereas                      InterGamma Trade is the owner of 671,067 ordinary shares each with a par value of NIS 0.01 of RRsat Global Communications Network Ltd. (the Company”);

Whereas                      the Company was incorporated in Israel in 1981 and its shares are publicly traded on the NASDAQ exchange in the United States (the “Exchange”);

Whereas                      the Sellers wish to sell to the Purchaser and the Purchaser is interested in purchasing from the Sellers 170,000 ordinary shares each with a par value of NIS 0.01 of the Company, which represent approximately 1% of the Company’s issued and paid-up capital and of the voting rights in it, and which are held by InterGamma Trade (the Shares being Sold”), all subject to the conditions detailed in this Agreement as follows;

NOW, THEREFORE, the parties hereby agree as follows:

1.
Introduction

 
1.1
The introduction to this Agreement and to its annexes comprises an integral part of the Agreement.

 
1.2
The headings of paragraphs will not serve to interpret the Agreement, and their only purpose is ease of reading.

 
 

 
 
1.3
Drafts of this Agreement will not serve to interpret this Agreement and they will not be acceptable, neither as evidence nor in any other way, in court and/or any judicial entity.

2.
Representations and Covenants of the Parties

 
The Sellers represent and covenant:

 
2.1
That the Shares being Sold are free and unencumbered of any collateral, mortgage, confiscation, imposition, debt, lien, claim or any other entitlement of a third party, that there is nothing preventing the sale of the Shares being Sold to the Purchaser, and that no other restrictions apply to the Shares being Sold (“Free and Unencumbered”). Notwithstanding the above, and without it being a legal opinion towards the Purchaser and/or any other party, in accordance with the law provisions that apply to the Shares being Sold, it is possible that the Shares being Sold will be restricted for sale on the Exchange for a period of six months from the date of purchase.

 
2.2
That the Shares being Sold have equal rights in every way as other ordinary shares that are included in the issued and paid-up capital of the Company and the holder will be entitled to any dividend, whether in cash or in kind, and to any other distribution that the Company makes to its shareholders, to the extent distributed, and all voting rights that the ordinary shares of the Company have according to its Articles of Association, and also to any other right that is attached to the other shares of the Company.

 
2.3
That they have the authority and full ability to enter into this Agreement and obtained all approvals required for them to execute this Agreement.
 
 
2.4
That the selling of the Shares being Sold is final without any right of the Sellers to buy back or right of the Purchaser to demand the Sellers to buy from it the Shares being Sold, in whole or in part, and that after the carrying out of the actions, as stated in Paragraph 3.1 below, the Purchaser will be the sole owner of the Shares being Sold, all except as stated below in this Agreement.

 
2.5
That, on the basis of the data that is known to the Sellers as a joint controlling shareholder of the Company, the reports of the Company, as published in the Exchange, and also the reports of Rapac in connection with the Company, as published on MAGNA, beginning on the date of public issue of the Company and until the date of this Agreement, are complete and correct, and suitably reflect the Company’s condition, its assets and its liabilities on the dates specified in them.

 
2.6
That, on the basis of the data that is known to the Sellers as a joint controlling shareholder of the Company, since the date of the financial statements of June 30, 2013 and until the date of this Agreement, the Company did not carry out any transactions that were material and/or out of the ordinary course of business, and did not make any undertaking that was material and/or out of the ordinary course of business, which was not set forth in its reports to the Exchange and/or in the reports of Rapac on MAGNA (which Rapac is obligated to publish), including the following which did not occur:

 
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2.6.1
a material change of the Company’s assets, liabilities, in its condition or in its businesses that is reflected in the financial statements;

 
2.6.2
any damage, destruction or loss that influences or is likely to influence in a material adverse way the assets, the property, the condition, the business results or the business of the Company;

 
2.6.3
any waiver by the Company of a valuable right or material accounts payable;

 
2.6.4
any change or amendment to an agreement or material arrangement of the Company, or any asset or property obligated to or subject to it;

 
2.6.5
any loans that the Company gave to its directors, employees, executives or consultants;

 
2.6.6
transactions with interested parties and/or senior executives.

The Purchaser represents and covenants:

 
2.7
That it has the authority and full ability to enter into this Agreement and it obtained all approvals required for it to execute this Agreement.

 
2.8
That it has the ability and specialization to fulfill its obligations pursuant to this Agreement.

 
2.9
That it is purchasing the Shares being Sold in their current condition, after it was given the opportunity to examine the condition of the Shares being Sold, on the basis of the Company’s reports with the Exchange and Rapac’s reports on MAGNA, and in accordance with the Sellers representations and covenants set forth in this Agreement.

 
2.10
That it is aware of the restrictions on the ability to resell the Shares being Sold on the Exchange, as set forth in Paragraph 2.1.

 
2.11
That it is aware that the representations of the Sellers as set forth in Paragraphs 2.5 and 2.6 above, were given on the basis of information known to the Sellers as a joint controlling shareholder of the Company, and that the Sellers did not perform any examination beyond that in connection with their representations, including the truthfulness of the data, and they were not requested to so by the Purchaser.

 
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3.
Sale of the Shares by the Sellers to the Purchaser and the Consideration for the Shares

 
3.1
The Sellers hereby sell to the Purchaser and the Purchaser hereby purchases from the Sellers the Shares being Sold, Free and Unencumbered, in consideration for 8.3 U.S. Dollars per share (“Purchase Price”), for a total of 1,411,000 U.S. Dollars (the Consideration”)  The Consideration shall be paid by the Purchaser in Dollars.

 
3.2
On the date the Agreement is signed, the Seller transfers the Shares being Sold to the account of the Purchaser, no. _____ in Branch ___  of Israel Bank Discount Ltd.(“Purchasers Account”) and the Purchaser transfers the Consideration, in NIS in accordance with the representative exchange rate on such transfer date, to the account of InterGamma Trade, being no. ___________ at Branch ____ of Bank Igud Israel Ltd. (the Sellers Account”) (with all actions as stated above to be considered taken in an integrated and simultaneous manner and no action will be valid unless all the actions are carried out).
 
 
3.3
The Purchaser will be authorized to use the voting rights attached to the Shares being Sold and any other right so attached to the Shares being Sold according to the Purchaser’s sole judgment without considering the opinions of the Sellers.

 
3.4
In addition to the value stated in Paragraph 3.1 above, the Purchaser will be entitled to a distribution fee as detailed in Paragraph 4.2 below and to additional payments as set forth in Paragraphs 4.3 and 4.4 below, as applicable.

4.
Sale of the Shares by the Purchaser to Third Parties

 
4.1
For 9 months after the date the Agreement is signed (“Period of Selling the Shares”), to the extent that the Purchaser so wishes, it can act to sell the Shares being Sold to third parties according to its sole judgment, on dates and at prices that it chooses, provided that it is not less than a price per share of 7.5 U.S. Dollar.  For avoidance of any doubt, there will be no limitations of any kind imposed on the Purchaser in selling the Shares being Sold to third parties, including, without limitation, matters relating to the sale price (except as set forth above in this Paragraph), the pace of sales and their timing, and the Sellers will have no claim or demand toward the Purchaser in this connection.

 
4.2
Notwithstanding anything stated above with respect to the rights of the Sellers regarding to the Shares being Sold, the Purchaser and the Seller will engage an accounting, in accordance to what is stated in this Paragraph 4 below, regarding the Period of Selling the Shares.

The aforesaid accounting will be carried out 7 business days after the end of the Period of Selling the Shares or earlier date, provided on such date the Purchaser sols all the Shares being Sold as set forth in Paragraph 4.1 (the “Accounting Date”), with at least three days prior to the Accounting Date the Purchaser will provide the Sellers with a detailed report of sales of the Shares being Sold, including sales dates of the shares sold by the Purchaser, the amount of Shares being sold and the sales price of the aforesaid Shares (the Sales Report”).

 
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In consideration for the sale of the Shares being Sold, the Purchaser shall be entitled to a distribution fee equal to 2.5% of the proceeds it receives from the Shares being Sold which are sold by it, in accordance with the Sales Report (the “Distribution Fee”).  The Distribution fee shall be paid within 3 business days after the Sales Report, in NIS.  In the event the proceeds received by the Purchaser are in U.S. Dollars, the Distribution Fee shall be paid in NIS in accordance with the representative exchange rate on the date the Distribution Fee is paid.
 
 
4.3
In addition to the Distribution Fee, the Purchaser will be entitled to an additional payment (the “Additional Payment”) if the average weighted price of the Shares being Sold that the Purchaser sells during the Period of Selling the Shares, to the extent that they will be sold (“Weighted Average Price”), is lower than the Purchase Price per share.

The Additional Payment will be computed as the product of the difference between the Purchase Price and the Weighted Average Price of the amount of the Shares that were actually sold by the Purchaser during the Period of Selling the Shares according to the Sales Report, to the extent that they are sold.  The Additional Payment shall be paid in NIS in accordance with the representative exchange rate on the date the Distribution Fee is paid.

In order to secure the Sellers obligations to pay the Additional Payment in accordance with this Provision 4.3, Rapac shall deposit on the date of purchase of the Shares being Sold or shortly thereafter, a sum of NIS 400,000, which shall be deposited by the Purchaser in a deposit in its name.  The Purchaser shall be entitled to withdraw the deposit balance with the prior written approval of the Sellers.

The following is a numerical example: to the extent the Purchase Price is 8 U.S. Dollars and the Weighted Average Price of the Shares that the Purchaser sells in the Period of Selling the Shares is 7.5 U.S. Dollars and during the period 100 shares of the Company were sold, the Additional Payment will be computed as follows:

(8-7.5) * 100 = 50 USD.

 
4.4
Alternatively, if the Weighted Average Price is greater than the Purchase Price per share, each of the parties shall be entitled to 50% of the difference between the Purchase Price and the Weighted Average Price of the amount of the Shares that were actually sold by the Purchaser during the Period of Selling the Shares according to the Sales Report, to the extent that they are sold (that in addition to the Distribution Fee to which the Purchaser is entitled pursuant to Provision 4.2 above).  Such distribution shall be performed on the date of payment of the Distribution Fee.

 
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The following is a numerical example: to the extent the Purchase Price is 8 U.S. Dollars and the Weighted Average Price of the Shares that the Purchaser sells in the Period of Selling the Shares is 8.5 U.S. Dollars and during the period 100 shares of the Company were sold, the share of the Purchaser shall be computed as follows will be computed as follows:

[(8.5-8) * 100]/2 = 25 U.S. Dollars.

 
4.5
It is clarified and agreed, that in the event of a dividend distribution by the Company, on a date after the purchase date of the Shares being Sold, as set forth in Provision 3.3 above, and until the Accounting Date between the parties in accordance with Provisions 4.3 or 4.4, as applicable, the referenced prices and rates referred to in Provision 4 above, including its sub-provisions, shall be adjusted, for the amount of dividend distributed to each Company share.

5.
Put Option

 
5.1
The Sellers hereby grant to the Purchaser the irrevocable right to sell it the Shares being Sold, in whole or in part, at a price per share equal to the Purchase Price with the addition of annual interest at a rate of prime + 4% on the Purchase Price (the Interest” and the Exercise Price per Share”, respectively) during a 30 day period after the end of the Period of Selling the Shares, and this according to the sole judgment of the Purchaser without any right of the Sellers to require the Purchaser in any way to utilize the aforesaid right (the “Option”).  The payment for the Option shall be paid by the Sellers in NIS, as set forth in Paragraph 3.1 above.

 
It is stated, that the Interest will be calculated in regard to the period that begins on the date the Agreement is signed and until the date of the exercise of the Option, to the extent it will be exercised according to the sole judgment of the Purchaser.

 
5.2
A notice of exercise of the Option, to the extent it is exercised, shall be in writing and include the amount of shares which the Purchaser wishes to sell the Sellers, as stated in Paragraph 5.1 above (the “Exercised Shares” and “Exercise Notice”, respectively).

 
5.3
The exercise date of the Option, to the extent it is exercised, shall be no later than 2 business days after the date the Exercise Notice is received by the Sellers (the “Exercise Date”), such that on the Exercise Date the Purchaser will transfer the Exercised Shares to the Seller’s Account, and the Sellers will transfer a total equal to product of the Exercise Price per Share and the Exercised Shares to the Purchaser’s Account (with all actions as stated above to be considered taken in an integrated and simultaneous manner and no action will be valid unless all the actions are carried out).

 
5.4
It is clarified and agreed, that in the event of a dividend distribution by the Company, on a date after the purchase date of the Shares being Sold, as set forth in Provision 3.2 above, and until the Exercise Date, the Exercise Price per Share shall be adjusted, for the amount of dividend distributed to each Company share.

 
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6.
Miscellaneous

 
6.1
This Agreement shall be governed by and construed according to the laws of the State of Israel, without regard to the conflict of law provisions thereof.  The competent courts of Tel Aviv-Jaffa shall have exclusive jurisdiction with respect to any matter arising out of and/or in connection with this Agreement.

 
6.2
The parties undertake to act in good faith and with reasonable diligence and to make any effort, including appearing in front of the authorities or any other required organization, and obtain any approval, decision or other instrument, including and without detracting, any decision protocol, report, note or other instrument, which is required or will be required to give expression to the agreements arising from this Agreement, and/or to carry out the obligations therein.

 
6.3
Neither of the parties shall be entitled to transfer and/or assign to other or others all or a portion of its rights or obligations in accordance with this Agreement, without the prior written consent of the other party of the Agreement, according to its sole judgment.

 
6.4
This Agreement contains, embodies, merges, and reflects all the agreed terms, agreements, whether written or oral, with regard to the subjects matter in the Agreement.  Any obligations or representations regarding this Agreement, which were made by the parties before the date of this Agreement, and were not explicitly reflected in the Agreement, do not add to the rights and obligations stated in this Agreement, detract from or change them, and the parties shall not be subject to them form the date of this Agreement.

 
6.5
Any change, amendment and/or supplement to this Agreement, will not be effective, unless it is executed in writing by both parties.

 
6.6
Any conduct by the parties shall not be deemed as a waiver of any right according to this Agreement or any law, or as changing one of the Agreement’s terms, or waiving, or agreeing to any violation or non-compliance of any term of the Agreement, unless the waiver, agreement, rejection, change, cancellation or addition have been done explicitly and in writing.

 
6.7
This Agreement shall not be deemed as an agreement made in favor of any third party, and no third party shall have any right for claim by virtue of the Agreement or any of its provisions or terms, against any of the parties.

 
6.8
If ruled by court or by authorized authority that a certain provision of this Agreement’s provisions has no effect or is not enforceable by the law governing this Agreement, this provision shall be removed from the Agreement, and the rest of the Agreement shall be interpreted as if this provision was removed from it and was never included in it, and shall be enforceable accordingly to its other provisions; provided that in such case, the Agreement shall be interpreted so it fully validates to the extent possible by law the meaning and the intention of the provision that was removed from it as stated.

 
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6.9
This Agreement may be executed in any number of counterparts, or on different pages of signatures, each of which shall be deemed an original copy of this Agreement, and all of which together shall constitute one instrument.
 
 
6.10
The parties’ addresses for notifications in accordance with this agreement, including the Exercise Notice, are as stated in the introduction.  Any notification from a party to another shall be in writing, and shall be delivered by personal delivery or facsimile, or by registered mail.  To the extent that the notice is delivered by personal delivery, it shall be deemed as received on the date of delivery.  To the extent that the notice is delivered by facsimile, it shall be deemed as received the day after it is sent.  To the extent that the notice is delivered by registered mail, it shall be deemed as received 72 hours after its delivery to the post office.  Each party shall be entitled to change the address by a written notice to the other party.

IN WITNESS WHEREOF the parties have signed:
 
/s/ Rapac Communication & Infrastructure Ltd.
Rapac Communication & Infrastructure Ltd.
/s/ Rosario Capital Ltd.
Rosario Capital Ltd.

/s/ InterGamma International
InterGamma International
Trade Founded by InterGamma
Investments Co.

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