-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHSccjRzNWUWIfafuTq0K2ZM1Nb1soh3U5MdVfqa1Epm51mSt8xXGx295EatMcpw pLEYUitPXIeRiACDrlibqA== 0001144204-07-009491.txt : 20070222 0001144204-07-009491.hdr.sgml : 20070222 20070222092641 ACCESSION NUMBER: 0001144204-07-009491 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070222 DATE AS OF CHANGE: 20070222 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: CROW TECHNOLOGIES 1977 LTD CENTRAL INDEX KEY: 0000770320 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38555 FILM NUMBER: 07640624 BUSINESS ADDRESS: STREET 1: HAYOTZRIM ST INDUSTRIAL AONE STREET 2: P O BOX 305 CITY: CARMIEL ISRAEL STATE: L3 ZIP: 52521 FORMER COMPANY: FORMER CONFORMED NAME: BARI TRUST INVESTMENTS LTD DATE OF NAME CHANGE: 19990707 FORMER COMPANY: FORMER CONFORMED NAME: SPI SUSPENSION & PARTS INDUSTRIES LTD DATE OF NAME CHANGE: 19990707 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 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 1 v066698_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Crow Technologies 1977 Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary shares, NIS 0.25 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) M-26744-10-8 - -------------------------------------------------------------------------------- (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) February 14, 2007 - -------------------------------------------------------------------------------- (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: |X| 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. M-26744-10-8 - --------- ---------------------------------------------------------------------- 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 - --------- ---------------------------------------------------------------------- 7 SOLE VOTING POWER 0* NUMBER OF ------ ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 548,723* EACH ------ ---------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0* ------ ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 548,723* - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 548,723* - --------- ---------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.55% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - --------- ---------------------------------------------------------------------- * Calculations are based on 4,372,275 Ordinary Shares outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement on Schedule 14A filed on September 28, 2006. This Schedule 13D is filed jointly by Fortissimo Capital Fund GP, L.P., Fortissimo Capital Fund (Israel) L.P., Fortissimo Capital Fund (Israel-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 filed as Exhibit 1 hereto. 2 CUSIP No. M-26744-10-8 - --------- ---------------------------------------------------------------------- 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 - --------- ---------------------------------------------------------------------- 7 SOLE VOTING POWER 0* NUMBER OF ------ ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 548,723* EACH ------ ---------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0* ------ ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 548,723* - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,572 - --------- ---------------------------------------------------------------------- 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) 0.45% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - --------- ---------------------------------------------------------------------- * Calculations are based on 4,372,275 Ordinary Shares outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement on Schedule 14A filed on September 28, 2006. This 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 filed as Exhibit 1 hereto. 3 CUSIP No. M-26744-10-8 - --------- ---------------------------------------------------------------------- 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 - --------- ---------------------------------------------------------------------- 7 SOLE VOTING POWER 0* NUMBER OF ------ ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 548,723* EACH ------ ---------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0* ------ ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 548,723* - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 493,695* - --------- ---------------------------------------------------------------------- 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) 11.29%* - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - --------- ---------------------------------------------------------------------- * Calculations are based on 4,372,275 Ordinary Shares outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement on Schedule 14A filed on September 28, 2006. This 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 filed as Exhibit 1 hereto. 4 CUSIP No. M-26744-10-8 - --------- ---------------------------------------------------------------------- 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 - --------- ---------------------------------------------------------------------- 7 SOLE VOTING POWER 0* NUMBER OF ------ ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 548,723* EACH ------ ---------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0* ------ ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 548,723* - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,456 - --------- ---------------------------------------------------------------------- 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) 0.81%* - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - --------- ---------------------------------------------------------------------- * Calculations are based on 4,372,275 Ordinary Shares outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement on Schedule 14A filed on September 28, 2006. This 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 filed as Exhibit 1 hereto. 5 This Schedule 13D is being 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 0.25 par value per share ("Ordinary Shares"), of Crow Technologies 1977 Ltd. Item 1. Securities and Issuer The class of equity securities to which this statement relates is Ordinary Shares of Crow Technolgies 1977 Ltd. (the "Issuer"), an Israeli corporation, whose principal executive offices are located at 12 Kineret Street, Airport City, Israel. Item 2. Identity and Background FFC-GP is a limited partnership organized and existing under the laws of the Cayman Islands and whose principal business is to act as the sole general partner of the other Reporting Persons. Its business address is 14 Hamelacha Street, Park Afek, Rosh Ha'ayin Israel 48091. The general partner of FFC-GP is Fortissimo Capital (GP) Management Ltd., a Cayman Island corporation ("FFC Mgmt"). The business address of FFC Mgmt is Walkers House PO Box 265 GT, Mary Street, George Town, Grand Cayman, Cayman Islands. FFC Mgmt's principal business is to act as the sole general partner of FFC Cayman. The sole shareholder and director of FFC-GP is Yuval Cohen (the "Control Person"). The Control Person's business address is 14 Hamelacha Street, Park Afek, Rosh Haayin Israel 48091 and his principal business activity is managing the investments of each of the Reporting Persons. The principal business of each of FFC-Israel, FFC-Israel-DP and FFC Cayman is investing in technology companies, and their respective business address is 14 Hamelacha Street, Park Afek, Rosh Ha'ayin Israel 48091. Each of FFC-Israel and FFC-Israel-DP is a limited partnership organized and existing under the laws of the State of Israel. FFC Cayman is a limited partnership organized and existing under the laws of the Cayman Islands. None of the Reporting Persons or the Control Person has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining them from engaging in future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years. None of the Reporting Persons or the Control Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. Item 3. Source and Amount of Funds or Other Consideration On September 12, 2006, the Issuer executed a share purchase agreement (the "SPA"), with the Reporting Persons and certain shareholders of the Issuer with respect to the sale of shares of the Issuer. On February 14, 2007, the parties thereto entered into an agreement (the "Agreement") revising the terms of the SPA. Pursuant to the terms of Agreement, the Reporting Persons consummated the purchase from certain selling shareholders of the Issuer (the "Selling Shareholders"), of an aggregate of 548,723 Ordinary Shares for a purchase price of $4,115,422 (which is divided among the Reporting Persons as follows: (i) FFC-Israel - $3,702,712.50, (ii) FFC-Israel-DP - $265, 920.50, and (iii) FFC Cayman - $146,790), which represents 12.55% of the outstanding Ordinary Shares of the Issuer (based on the number of Ordinary Shares of the Issuer outstanding as disclosed in the Issuer's Proxy Statement on Schedule 14A filed on September 28, 2006). 6 The selling shareholders, the number of shares acquired from each shareholder and the amounts paid for the shares appears in the chart below:
Name Mr. Shmuel Melman Mr. Abram Silver Equity MY Ltd. Mr. Jacob Batchon ------------------------- ------------------------- ------------------------- ------------------------- Share Dollar Share Dollar Share Dollar Share Dollar Amount Amount Amount Amount Amount Amount Amount Amount ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Fortissimo 10,023 $ 75,173 7,811 $ 58,583 1,560 $ 11,700 178 $ 1,335 Capital Fund, L.P. Fortissimo 252,820 $ 1,896,150 197,038 $ 1,477,785 39,338 $ 295,035 4,499 $ 33,743 Capital Fund (Israel), L.P. Fortissimo 18,157 $ 136,178 14,151 $ 106,133 2,825 $ 21,188 323 $ 2,423 Capital Fund (Israel-DP), L.P. ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total 281,000 $ 2,107,500 219,000 $ 1,642,500 43,723 $ 327,923 5,000 $ 37,500 ----------- ----------- ----------- ----------- ----------- ----------- -----------
The proposed acquisition of newly issued shares directly from the Issuer was cancelled in accordance with the terms of the Agreement, attached hereto as Exhibit 3. FFC-Israel, FFC-Israel-DP and FFC Cayman are each parallel private equity funds that invest in growth oriented companies. The investors in the aforementioned funds are financial institutions and high net worth individuals. Item 4. Purpose of Transaction The Reporting Persons have acquired the securities for investment purposes in the ordinary course of their business of investing in securities for their own accounts or for one or more accounts over which the Reporting Persons have investment or voting power, respectively. Each of the Reporting Persons may further purchase, trade, lend, vote, dispose or otherwise deal in the securities at times and in such manner, including in the market or in private transactions, as they deem advisable in pursuit of such investment purposes to benefit from temporary changes in the market price of such securities, including changes resulting from actual or perceived developments in the Issuer's operations, business strategy or prospects, management, or from the sale or merger of the Issuer, or its subsidiaries. To evaluate such alternatives, the Reporting Persons will perform ongoing analysis of the Issuer's operations, prospects, business development, management, competitive and strategic position, capital structure, and prevailing market conditions, as well as alternative investment opportunities, and may periodically discuss such matters with the Issuer's management or directors, other shareholders, industry analysts, investment and financing professionals, existing or potential strategic partners, acquirors or competitors, sources of credit or investment banking firms. Such factors, analysis and discussions may result in the Reporting Persons' modifying their ownership of the securities, exchanging information with the Issuer or other persons pursuant to appropriate confidentiality or similar agreements and in compliance with applicable law, or holding discussions with third parties or with management in which the Reporting Persons may suggest or take a position with respect to potential changes in the Issuer's operations, management, board of directors, charter or by-laws, governance or capital structure as a means of enhancing shareholder value. Such matters may relate to one or more of the actions described in this Item 4, including, without limitation, the acquisition of other businesses by the Issuer, disposing of certain assets of the Issuer, election of one or more new directors, merger or sale of the Issuer, or adopting or not adopting, certain types of anti-takeover measures. The Reporting Persons reserve the right to formulate plans and/or make proposals, and take such actions with respect to their investment in the Issuer, including subject to applicable law, to (i) hold its securities as a passive investor or as an active investor (whether or not as a member of a "group" with other beneficial owners of securities or otherwise), (ii) acquire beneficial ownership of additional securities in the open market, in privately negotiated transactions or otherwise, (iii) dispose of all or part of its holdings of securities, (iv) take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of this Schedule 13D, or (v) change its intention with respect to any or all of the matters referred to in this Item 4. 7 The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference. Except as set forth in the preceding sections and paragraphs, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future. 8 Item 5. Interest in Securities of the Issuer (a) - (b) Each of the Reporting Person's allocation is as follows:
Name of Fund Number of Shares Percentage Holdings* Fortissimo Capital Fund GP, L.P. 548,723 12.55% Fortissimo Capital Fund (Israel), L.P. 493,695 11.29% Fortissimo Capital Fund (Israel-DP), L.P. 35,456 0.81% Fortissimo Capital Fund, L.P. 19,572 0.45% ----------
* Calculations are based on 4,372,275 Ordinary Shares outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement on Schedule 14A filed on September 28, 2006. Each Reporting Person has shared voting power over Ordinary Shares and shared dispositive power over 548,723 Ordinary 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 - 89.57%; FFC-Israel-DP- 6.46%; and FFC Cayman -3.57%. 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 On September 12, 2006, FFC GP, (on behalf of the other Reporting Persons), the Selling Shareholders and the Issuer entered into the SPA, which was later amended by the Agreement, both as described above. Pursuant to the Agreement, the Reporting Persons have a right to appoint an observer to the board of directors of the Company, so long as they hold, in the aggregate, at least 7.5% of the outstanding shares of the Company. 9 Item 7. Material to be Filed as Exhibits 1. Joint Filing Agreement, by and among the Reporting Persons dated February 22, 2007. 2. Share Purchase Agreement dated as of September 12, 2006 between the Issuer and FFC GP (Incorporated by reference to Exhibit A to the Issuer's Proxy Statement on Schedule 14A filed on September 28, 2006). 3. Agreement, dated February 14, 2007 by and among the Issuer, FFC GP (on behalf of the several partnerships with respect to which it serves as a General Partner) and certain selling shareholders of the Issuer. 10 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: February 22, 2007 1. Fortissimo Capital GP, LP By its General Partner, Fortissimo Capital (GP) Management Ltd.: ---------------------------- 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.: ---------------------------- 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.: ---------------------------- 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.: ---------------------------- Yuval Cohen, Director 11 EX-1 2 v066698_ex1.txt EXHIBIT 1 to Schedule 13D JOINT FILING AGREEMENT Joint Filing Agreement dated as of February 22, 2007, by and among Fortissimo Capital GP, L.P.; Fortissimo Capital Fund (Israel), L.P.; Fortissimo Capital Fund (Israel-DP), L.P.; and Fortissimo Capital Fund, L.P. (collectively, the "Parties"). Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the Parties hereto represents to the other Parties that it is eligible to use Schedule 13D to report its beneficial interest in the ordinary shares, nominal value of NIS 0.25, of Crow Technologies 1977 Ltd. beneficially owned and reported upon in the Schedule 13D to which this agreement is an exhibit ("Schedule 13D") by each of the above named Parties, and each of the above Parties files the Schedule 13D on behalf of itself. Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, but not for the completeness and accuracy of the information concerning the other Parties, except to the extent it knows or has reason to believe that such information is inaccurate. 1. Fortissimo Capital GP, LP By its General Partner Fortissimo Capital (GP) Management Ltd.: ---------------------------- 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.: ---------------------------- 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.: ---------------------------- 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.: ---------------------------- Yuval Cohen, Director EX-3 3 v066698_ex3.txt Execution version AGREEMENT This Agreement (this "Agreement") is entered into effective as of this 14th day of February, 2007 (the "Effective Date") by and among Crow Technologies 1977 Ltd., a company organized under the laws of the State of Israel, with headquarters located at 12 Kineret Street, Airport City, Israel (the "Company"), Mr. Shmuel Melman ("Melman"), Mr. Abram Silver and Sender Holdings Inc. (collectively, "Silver"), Equity MY Ltd. ("Jacobson"), Mr. Jacob Batchon ("Batchon" and together with Melman, Silver and Jacobson, the ("Sellers")) and the Buyers, as defined in that certain Share Purchase Agreement dated September 12, 2006 by and between the Sellers, the Company and the Buyers (the "Share Purchase Agreement"). The Sellers, the Company and the Buyers shall be referred to hereinafter collectively as the "Parties" and each of them a "Party". Whereas the Parties entered into that Share Purchase Agreement; and Whereas without admitting any liability or making any admissions on the part of either Party, the Parties would like to amend the Share Purchase Agreement as more fully set forth below. 1. All capitalized terms herein shall have the meaning ascribed to them in the Share Purchase Agreement and in the exhibits and schedules attached thereto, unless the text herein specifies otherwise. 2. Notwithstanding the provisions of the Share Purchase Agreement, the Parties agree that the Company shall not sell the Purchased Company Shares to the Buyers and the Buyers shall not pay the Company Purchase Price to the Company. The closing of the sale by the Sellers and purchase by the Buyers of the Purchased Seller Shares shall be take place on February 14, 2007 (the "Closing"). 3. As a result of no sale to the Buyers of the Purchased Company Shares, no representation, warranty or undertaking has, is or shall be given to the Buyers, or anyone on their behalf, by the Company, or by anyone on its behalf, in connection with the Share Purchase Agreement and any ancillary document thereto and the only sections of the Share Purchase Agreement which shall be in force and effect are as follows (and only in respect of the Purchased Seller Shares and Seller Purchase Price, where applicable): Sections 1.1(ii), 1.2 and 1.4, 2 (including 2.7 only in respect of the rights of the Sellers), provided that such representations and warranties are made solely to the Sellers, 4, 5.1(d), 5.1(f), 5.1(h), 5.1(i), 5.3 and 8 (as far as such provisions relate to the Buyers and Sellers). All other sections of the Share Purchase Agreement shall be deemed null and void and shall have no effect. 4. Notwithstanding anything contrary in the Share Purchase Agreement, each of the Parties shall bear its own expenses and costs in connection with the transactions contemplated by the Share Purchase Agreement and this Agreement. 5. The Purchased Seller Shares shall entitle the Buyers to all ordinary rights to which all shareholders of the Company are entitled to by the applicable law and according to the Articles of Association of the Company. In addition, the Buyers, collectively, shall be entitled, for as long as they hold, collectively, shares of the Company, constituting more than 7.5% of the issued and outstanding share capital of the Company, to appoint one (1) observer, who shall be entitled to all information distributed to members of the board prior to the board of directors' meetings in a timely manner and to participate in all such board of directors' meetings, subject to signing the standard non - compete and confidentiality undertaking towards the Company. 6. For the avoidance of doubt, the Shareholders' Agreement currently in effect by and among Melman, Silver, Sender Holdings Inc. and Mr. Eilenberg shall continue to have full force and effect and shall not be replaced by the form of Shareholders' Agreement attached to the Share Purchase Agreement as Schedule 5.1(e). 7. In exchange for the above and subject thereto, the Parties hereby irrevocably and absolutely releases, acquits and forever discharge each other and their respective subsidiaries, shareholders, directors, officers, agents, successors, assigns and employees (the "Released Parties"), of and from any and all actions, causes of action, claims, liabilities, demands, damages, costs, expenses, judgments, attorneys' fees, indemnities, debts, duties, suits and obligations of every kind, nature and description whatsoever, known and unknown, disclosed and undisclosed (hereinafter referred to collectively as "Claims"), arising out of or in any way related to the amendment of the Share Purchase Agreement by this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. - -------------------- CROW TECHNOLOGIES 1977 LTD. By: Shmuel Melman Title: Chief Executive Officer - ---------------------- ---------------------- SHMUEL MELMAN ABRAHAM SILVER - ---------------------- JACOB BATCHON - ---------------------- ---------------------- Sender Holdings Inc. Equity MY Ltd. By: Asher Barak By: Meir Jacobson Title: Director Title: Director - ---------------------- Fortissimo Capital Fund, L.P. FORTISSIMO CAPITAL FUND (ISRAEL), L.P. FORTISSIMO CAPITAL FUND (ISRAEL-DP), L.P. By: Fortissimo Capital Fund GP, L.P., its General Partner By: Fortissimo Capital (GP) Management Ltd., its General Partner By: Yuval Cohen, Director -----END PRIVACY-ENHANCED MESSAGE-----