0001178913-11-002796.txt : 20111011 0001178913-11-002796.hdr.sgml : 20111010 20111011131831 ACCESSION NUMBER: 0001178913-11-002796 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111011 DATE AS OF CHANGE: 20111011 GROUP MEMBERS: KARDAN ISRAEL LTD. GROUP MEMBERS: KARDAN N.V. GROUP MEMBERS: KARDAN YAZAMUT (2011) LTD. 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: 111135016 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: Kardan Communications Ltd. CENTRAL INDEX KEY: 0001387324 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 154 MENACHEM BEGIN STREET CITY: TEL AVIV STATE: L3 ZIP: 64921 BUSINESS PHONE: 972-3-608-3444 MAIL ADDRESS: STREET 1: 154 MENACHEM BEGIN STREET CITY: TEL AVIV STATE: L3 ZIP: 64921 SC 13G/A 1 zk1110504.htm SC-13G/A zk1110504.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)

September 18, 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:
 
£ Rule 13d-1(b)
 
£ Rule 13d-1(c)
 
S 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 9 Pages

1
NAME OF REPORTING PERSONS. 
Kardan Communications 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 
 
4,233,600
7
SOLE DISPOSITIVE POWER 
 
N/A
8
SHARED DISPOSITIVE POWER 
 
4,233,600
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
4,233,600
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
24.4%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 

 
 
CUSIP No. M8183P102
 
Page 3 of 9 Pages
 
1
NAME OF REPORTING PERSONS. 
Kardan Israel 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 
 
4,233,600
7
SOLE DISPOSITIVE POWER 
 
N/A
8
SHARED DISPOSITIVE POWER 
 
4,233,600
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
4,233,600
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
24.4%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 

 
 
CUSIP No. M8183P102
 
Page 4 of 9 Pages
 
1
NAME OF REPORTING PERSONS. 
Kardan N.V.
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 
 
The Netherlands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER 
 
N/A
6
SHARED VOTING POWER 
 
N/A
7
SOLE DISPOSITIVE POWER 
 
N/A
8
SHARED DISPOSITIVE POWER 
 
N/A
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
N/A
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
N/A
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 

 
 
CUSIP No. M8183P102
 
Page 5 of 9 Pages
 
1
NAME OF REPORTING PERSONS. 
Kardan Yazamut (2011) 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 
 
4,233,600
7
SOLE DISPOSITIVE POWER 
 
N/A
8
SHARED DISPOSITIVE POWER 
 
4,233,600
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
4,233,600
10
CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
24.4%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
 
 

 
 
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, Israel.

Item 2(a)-(b) Name of Person Filing; Address of Principal Business Office or, if none, Residence

  (a) Kardan Communications Ltd. The principal business office is located at 154 Menachem Begin Street, Tel Aviv 64921, Israel.

  (b) Kardan Israel Ltd. The principal business office is located at 154 Menachem Begin Street, Tel Aviv 64921, Israel.

  (c) Kardan N.V. The principal business office is located at Claude Debusseylan 30, Vinoly Building, 13th Floor, Amsterdam, The Netherlands.
 
  (d)
Kardan Yazamut (2011) Ltd.  The principal business office is located at 154 Menachem Begin Street, Tel Aviv 64921, 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

  Kardan Communications Ltd.

  (a) Amount beneficially owned: 4,233,600 Ordinary Shares. Kardan Communications Ltd. is the record owner of 4,233,600 Ordinary Shares.

  (b) Percentage of class: 24.4%

  (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: 4,233,600
Sole power to dispose or direct the disposition of: N/A
Shared power to dispose or direct the disposition of: 4,233,600
 
 
Page 6 of  9 Pages

 
 
  Kardan Israel Ltd.

  (a) Amount beneficially owned: 4,233,600 Ordinary Shares. Kardan Israel Ltd. beneficially owns all the shares of Kardan Communications Ltd. By reason of Kardan Israel Ltd.‘s control over Kardan Communications Ltd., Kardan Israel may be deemed to beneficially own, and share the power to vote and dispose of, the Ordinary Shares beneficially owned by Kardan Communications Ltd.

  (b) Percentage of class: 24.4%

  (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: 4,233,600
Sole power to dispose or direct the disposition of: N/A
Shared power to dispose or direct the disposition of: 4,233,600

  Kardan N.V.
 
  (a)
Amount beneficially owned:  No Ordinary Shares.  On September 18, 2011, as part of a reorganization transaction, Kardan N.V. sold to Kardan Yazamut (2011) Ltd., which was its fully owned subsidiary at that time, its entire holdings in Kardan Israel Ltd., and on October 5, 2011, Kardan NV distributed to its shareholders, in distribution-in-kind, its entire holdings in Kardan Yazamut (2011) Ltd. As a result, as of October 5, 2011, Kardan N.V. no longer beneficially owns any Ordinary Shares.
 
  (b)
Percentage of class: N/A

  (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: N/A
Sole power to dispose or direct the disposition of: N/A
Shared power to dispose or direct the disposition of:  N/A
 
 
Kardan Yazamut (2011) Ltd.
 
  (a)
Amount beneficially owned:  4,233,600 Ordinary Shares.  As of the date hereof, Kardan Yazamut (2011) Ltd. beneficially owns shares of Kardan Israel Ltd. representing approximately 73.67% of the voting power of Kardan Israel Ltd.  By reason of Kardan Yazamut (2011) Ltd.'s control over Kardan Israel Ltd., Kardan Yazamut (2011) Ltd. may be deemed to beneficially own, and share the power to vote and dispose of, the Ordinary Shares beneficially owned by Kardan Communications Ltd.
 
  (b) Percentage of class: 24.4%

  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: 4,233,600
Sole power to dispose or direct the disposition of: N/A
Shared power to dispose or direct the disposition of: 4,233,600
 
 
Page 7 of  9 Pages

 
 
Item 5   Ownership of Five Percent or Less of a Class

 
On September 18, 2011, as part of a reorganization transaction, Kardan N.V. sold to Kardan Yazamut (2011) Ltd., which was its fully owned subsidiary at that time, its entire holdings in Kardan Israel Ltd., and on October 5, 2011, Kardan NV distributed to its shareholders, in distribution-in-kind, its entire holdings in Kardan Yazamut (2011) Ltd.  As a result, as of October 5, 2011, Kardan N.V. no longer beneficially owns any Ordinary Shares.

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 8 of  9 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:  October 11, 2011  
KARDAN COMMUNICATIONS LTD.

By: /s/ Yosef Grunfeld
——————————————
Yosef Grunfeld
Director

   
By: /s/ Eytan Rechter
——————————————
Eytan Rechter
Director
 
 
    KARDAN ISRAEL LTD.

By: /s/ Eytan Rechter
——————————————
Eytan Rechter
CEO and Director

   
By: /s/ Alon Wulkan
——————————————
Alon Wulkan
Deputy CEO and
Economic Advisor
 
 
    KARDAN N.V.

By: /s/ Alain Ickovicks
——————————————
Alain Ickovicks
Managing Director

   
By: /s/ Einat Oz - Gabber
——————————————
Einat Oz - Gabber
Managing Director
 
 
   
KARDAN YAZAMUT (2011) LTD.
 
By: /s/ Alon Wulkan
——————————————
Alon Wulkan
Deputy CEO and
Economic Advisor
 
   
By: /s/ Eytan Rechter
——————————————
Eytan Rechter
Director
 
 
Page 9 of  9 Pages
 


EX-1 2 exhibit_1.htm EXHIBIT 1 exhibit_1.htm


Exhibit 1
 
Amended Joint Filing Agreement,
Dated as of October 10, 2011
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby agree (i) to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value NIS 0.01 per share, of RRsat Global Communications Network Ltd., and (ii) that this Amended Joint Filing Agreement be included as an Exhibit to such joint filing; provided, however, that as contemplated by Rule 13d-1(k)(2) under the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to know such information is inaccurate.
 
This Amended Joint Filing Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 11th day of October 2011.
 
   
KARDAN COMMUNICATIONS LTD.


By: /s/ Yosef Grunfeld
——————————————
Yosef Grunfeld
Director

   
By: /s/ Eytan Rechter
——————————————
Eytan Rechter
Director


    KARDAN ISRAEL LTD.


By: /s/ Eytan Rechter
——————————————
Eytan Rechter
CEO and Director

   
By: /s/ Alon Wulkan
——————————————
Alon Wulkan
Deputy CEO and
Economic Advisor


    KARDAN N.V.


By: /s/ Alain Ickovicks
——————————————
Alain Ickovicks
Managing Director

   
By: /s/ Einat Oz - Gabber
——————————————
Einat Oz - Gabber
Managing Director
 

   
KARDAN YAZAMUT (2011) LTD.
 
 
By: /s/ Alon Wulkan
——————————————
Alon Wulkan
Deputy CEO and
Economic Advisor
 
   
By: /s/ Eytan Rechter
——————————————
Eytan Rechter
Director