Converted by EDGARwiz

-----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, DU0S6X419ub/EaRQ6/VxdjJ7iH5dJOD9PzKuuWxIwZnubOjkLY1yLaXVqsXAIyLd LxNI8FN4KbiFpfeAJ2uB/w== 0000950005-08-000054.txt : 20080208 0000950005-08-000054.hdr.sgml : 20080208 20080208170931 ACCESSION NUMBER: 0000950005-08-000054 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080208 DATE AS OF CHANGE: 20080208 GROUP MEMBERS: JOHN MALLOY GROUP MEMBERS: N.V.P. II SP, L.P. GROUP MEMBERS: N.V.P. II, L.L.C. GROUP MEMBERS: NOKIA VENTURE PARTNERS II, L.P. GROUP MEMBERS: NVP II AFFILIATES FUND, L.P. GROUP MEMBERS: TANTTI, LTD. GROUP MEMBERS: W. PETER BUHL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANOPTICS LTD CENTRAL INDEX KEY: 0000892534 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59319 FILM NUMBER: 08590116 BUSINESS ADDRESS: STREET 1: LANOPTICS BLDG STREET 2: RAMAT GABRIELINDUSTRIAL PARK CITY: MIGDAL HA EMEK ISRAE STATE: L4 BUSINESS PHONE: 2129365100 MAIL ADDRESS: STREET 1: 40 WALL STREET STREET 2: AMERICAN STOCK TRANSFER & TR CO CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nokia Venture Partners II, L.P. CENTRAL INDEX KEY: 0001352234 IRS NUMBER: 943358003 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 545 MIDDLEFIELD ROAD, SUITE 210 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-462-2623 MAIL ADDRESS: STREET 1: 545 MIDDLEFIELD ROAD, SUITE 210 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 p20309sc13ga.htm SCHEDULE 13G/A #2 Converted by EDGARwiz

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Lanoptics Ltd.

(Name of Issuer)

Ordinary Shares, nominal value NIS 0.02 per share

(Title of Class of Securities)

M6706C103

(CUSIP Number)

December 31, 2007

(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)

[X]

Rule 13d-1(c)

[ ]

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 (however, see the Notes).

Page 1 of 16 Pages

Exhibit Index Contained on Page 13


CUSIP NO. M6706c103	13 G	Page 2 of 16


1	NAME OF REPORTING PERSONS. Nokia Venture Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER -0-
		6	SHARED VOTING POWER -0-
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. M6706c103	13 G	Page 3 of 16


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). NVP II Affiliates Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER -0-
		6	SHARED VOTING POWER -0-
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. M6706c103	13 G	Page 4 of 16


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). N.V.P. II, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER -0-
		6	SHARED VOTING POWER -0-
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP NO. M6706c103	13 G	Page 5 of 16


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). N.V.P. II SP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER -0-
		6	SHARED VOTING POWER -0-
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. M6706c103	13 G	Page 6 of 16


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). John Malloy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER -0-
		6	SHARED VOTING POWER -0-
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) IN


CUSIP NO. M6706c103	13 G	Page 7 of 16


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). W. Peter Buhl
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER -0-
		6	SHARED VOTING POWER. -0-
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) IN


CUSIP NO. M6706c103	13 G	Page 8 of 16


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Tantti, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Finland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER -0-
		6	SHARED VOTING POWER -0-
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP NO. M6706c103	13 G	Page 9 of 16

This Amendment No. 2 amends the Statement on Schedule 13G previously filed by Nokia Venture Partners II, L.P., a Delaware limited partnership, NVP II Affiliates Fund, L.P., a Delaware limited partnership, N.V.P. II SP, L.P., a Delaware limited partnership, N.V.P. II, L.L.C., a Delaware limited liability company, John Malloy, W. Peter Buhl and Tantti, Ltd. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in Amendment No. 2.

ITEM 2(A).

NAME OF PERSONS FILING

This Statement is filed by Nokia Venture Partners II, L.P., a Delaware limited partnership (“NVP II”), NVP II Affiliates Fund, L.P., a Delaware limited partnership (“NVPA”), N.V.P. II SP, L.P., a Delaware limited partnership (“NVP SP”), N.V.P. II, L.L.C., a Delaware limited liability company (“NVP LLC”), John Malloy (“Malloy”), W. Peter Buhl (“Buhl”) and Tantti, Ltd. (“Tantti). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

NVP SP, the general partner of NVP II and NVPA, and NVP LLC, the general partner of NVP SP, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by NVP II and NVPA. Malloy, Buhl and Tantti are the managing members of NVP LLC and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by NVP II and NVPA.

ITEM 4.

OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


CUSIP NO. M6706c103	13 G	Page 10 of 16

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Yes


CUSIP NO. M6706c103	13 G	Page 11 of 16

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.

Date: February 8, 2008

N.V.P. II SP, L.P.

/s/ Andrew Thornborrow

By: N.V.P. II, L.L.C., its General Partner

Andrew Thornborrow

By: Andrew Thornborrow, Attorney-in-Fact

N.V.P. II, L.L.C.

/s/ Andrew Thornborrow

By: Andrew Thornborrow

Andrew Thornborrow

Attorney-in-Fact

Nokia Venture Partners II, L.P.

/s/ Andrew Thornborrow

By: N.V.P. II SP, L.P., its General Partner

Andrew Thornborrow

By: N.V.P II, L.L.C., its General Partner

By: Andrew Thornborrow, Attorney-in-Fact

NVP II Affiliates Fund, L.P.

/s/ Andrew Thornborrow

By: N.V.P. II SP, L.P., its General Partner

Andrew Thornborrow

By: N.V.P II, L.L.C., its General Partner

By: Andrew Thornborrow, Attorney-in-Fact

John Malloy

/s/ Andrew Thornborrow

By: Andrew Thornborrow, Attorney-in-Fact

Andrew Thornborrow*

W. Peter Buhl

/s/ Andrew Thornborrow

By: Andrew Thornborrow, Attorney-in-Fact

Andrew Thornborrow*

Tantti, Ltd.

/s/ Andrew Thornborrow

By: Antti Kokinen

Andrew Thornborrow*

By: Andrew Thornborrow, Attorney-in-Fact

*Signed pursuant to a Power of Attorney attached as Exhibit B.


CUSIP NO. M6706c103	13 G	Page 12 of 16

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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 for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


CUSIP NO. M6706c103	13 G	Page 13 of 16

EXHIBIT INDEX


	Found on Sequentially Numbered Page
Exhibit	Found on Sequentially Numbered Page
Exhibit A: Agreement of Joint Filing	14
Exhibit B: Power of Attorney	15


CUSIP NO. M6706c103	13 G	Page 14 of 16

EXHIBIT A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Ordinary Shares of Lanoptics Ltd. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.


CUSIP NO. M6706c103	13 G	Page 15 of 16

EXHIBIT B

Power of Attorney

Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates N.V.P. II, L.L.C. or such other person or entity as is designated in writing by John Malloy (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act 8;) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

Each Reporting Person hereby further authorizes and designates Andrew Thornborrow (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

Date: February 8, 2008

N.V.P. II SP, L.P.

/s/John Malloy

By: N.V.P. II, L.L.C., its General Partner

John Malloy

By: John Malloy, Member

N.V.P. II, L.L.C.

/s/John Malloy

By: John Malloy, Member

John Malloy

Nokia Venture Partners II, L.P.

/s/John Malloy

By: N.V.P. II SP, L.P., its General Partner

John Malloy

By: N.V.P II, L.L.C., its General Partner

By: John Malloy, Member

NVP II Affiliates Fund, L.P.

/s/John Malloy

By: N.V.P. II SP, L.P., its General Partner

John Malloy

By: N.V.P II, L.L.C., its General Partner

By: John Malloy, Member


CUSIP NO. M6706c103	13 G	Page 16 of 16

John Malloy

/s/John Malloy

John Malloy

W. Peter Buhl

/s/W. Peter Buhl

W. Peter Buhl

Tantti, Ltd.

/s/Antti Kokinen

By: Antti Kokinen

Antti Kokinen

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