SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS TO BE FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. 6*)
B.O.S. BETTER ONLINE SOLUTIONS LTD.
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(Name of Issuer)
Ordinary
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(Title of Class of Securities)
M20115131
--------------------------------------------------------------------------------
(CUSIP Number)
Catalyst Investments L.P. and Catalyst Investments II L.P.
3 Daniel Frish Street
Tel-Aviv Israel 64731
Telephone: 972 (3) 695-0666
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
July 19, 2009 and July 22, 2009
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(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: [_]
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 (the "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).
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 2 OF 12 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST INVESTMENTS L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
987,535*
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,400,624
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 987,535*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,400,624*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,388,159* **
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0%*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
* Calculations are based on 13,027,514 Ordinary Shares of the Issuer outstanding
on August 20, 2009. This amendment to Schedule 13D is filed jointly by Catalyst
Investments L.P., Catalyst Fund L.P., Catalyst Fund II L.P., and Catalyst Fund
III L.P. (together, the "CATALYST ENTITIES") acting as a Group (within the
meaning of Rule 13d-5(b)(1) of the Act) and by Catalyst Investments II L.P. and
Catalyst Private Equity Partners (Israel) II, L.P. (together, the "CATALYST II
ENTITIES") acting as a Group, pursuant to the Joint Filing Agreement filed as
Exhibit 1 hereto.
** Does not include 815,385 Ordinary Shares of the Issuer underlying a
convertible loan extended by Catalyst Private Equity Partners (Israel) II L.P.,
whose general partner is Catalyst Investments II L.P.
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 3 OF 12 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST FUND L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
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7 SOLE VOTING POWER
0*
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 700,732*
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
700,732*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,732*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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* Calculations are based on 13,027,514 Ordinary Shares of the Issuer outstanding
on August 20, 2009. This amendment to Schedule 13D is filed jointly by the
Catalyst Entities acting as a Group (within the meaning of Rule 13d-5(b)(1) of
the Act) and by the Catalyst II Entities acting as a Group, pursuant to the
Joint Filing Agreement filed as Exhibit 1 hereto.
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 4 OF 12 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST FUND II L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0*
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 486,157*
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
486,157*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,157*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
* Calculations are based on 13,027,514 Ordinary Shares of the Issuer outstanding
on August 20, 2009. This amendment to Schedule 13D is filed jointly by the
Catalyst Entities acting as a Group (within the meaning of Rule 13d-5(b)(1) of
the Act) and by the Catalyst II Entities acting as a Group, pursuant to the
Joint Filing Agreement filed as Exhibit 1 hereto.
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 5 OF 12 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST FUND III L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0*
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 213,735*
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
213,735*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,735*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
* Calculations are based on 13,027,514 Ordinary Shares of the Issuer outstanding
on August 20, 2009. This amendment to Schedule 13D is filed jointly by the
Catalyst Entities acting as a Group (within the meaning of Rule 13d-5(b)(1) of
the Act) and by the Catalyst II Entities acting as a Group, pursuant to the
Joint Filing Agreement filed as Exhibit 1 hereto.
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 6 OF 12 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST INVESTMENTS II L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0*
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 815,385*
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
815,385*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
815,385*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
* Calculations are based on 13,027,514 Ordinary Shares of the Issuer outstanding
on August 20, 2009. This amendment to Schedule 13D is filed jointly by the
Catalyst Entities acting as a Group (within the meaning of Rule 13d-5(b)(1) of
the Act) and by the Catalyst II Entities acting as a Group, pursuant to the
Joint Filing Agreement filed as Exhibit 1 hereto.
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 7 OF 12 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CATALYST PRIVATE EQUITY PARTNERS (ISRAEL) II 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 815,385*
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
815,385*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
815,385*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
* Calculations are based on 13,027,514 Ordinary Shares of the Issuer outstanding
on August 20, 2009. This amendment to Schedule 13D is filed jointly by the
Catalyst Entities acting as a Group (within the meaning of Rule 13d-5(b)(1) of
the Act) and by the Catalyst II Entities acting as a Group, pursuant to the
Joint Filing Agreement filed as Exhibit 1 hereto.
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 8 OF 12 PAGES
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This Amendment No. 6 to Schedule 13D amends certain information with
respect to ownership of the ordinary shares of B.O.S. Better Online Solutions
Ltd. set forth in the Schedule 13D filed by Catalyst Investments L.P. ("CATALYST
INVESTMENTS"), Catalyst Fund L.P. ("CATALYST FUND"), Catalyst Fund II L.P.
("CATALYST FUND II") and Catalyst Fund III L.P. ("CATALYST FUND III"). In
addition, this Amendment No. 6 reports the holdings of Catalyst Investments II
L.P. ("CATALYST INVESTMENTS II") and Catalyst Private Equity Partners (Israel)
II L.P. ("CATALYST PRIVATE EQUITY"), which provided a convertible loan to the
Issuer, as further detailed below. Catalyst Investments, Catalyst Fund, Catalyst
Fund II, Catalyst Fund III, Catalyst Investments II and Catalyst Private Equity
are referred to as the "REPORTING PERSONS".
This Schedule 13D was initially filed on May 19, 2003, as previously
amended on August 17, 2005, May 7, 2007, January 10, 2008, January 26, 2009 and
July 6, 2009 (the "previous 13Ds").
Except as set forth in this Amendment No. 6 (or where otherwise
inapplicable), all information included in the previous 13Ds is incorporated
herein by reference.
ITEM 1. SECURITIES AND ISSUER
The class of equity securities to which this statement relates is the
ordinary shares nominal value of 4.00 NIS (New Israeli Shekels) ("Ordinary
Shares"), of B.O.S. Better Online Solutions Ltd. ("Issuer"), an Israeli
corporation, whose principal executive offices are located at 20 Freiman St.,
Rishon Lezion, 75101, Israel.
ITEM 2. IDENTITY AND BACKGROUND
Catalyst Investments business address is 3 Daniel Frish St., Tel-Aviv
Israel 64731. Catalyst Investments is a limited partnership organized and
existing under the laws of Israel. The principal business of Catalyst
Investments is to act as the sole general partner of Catalyst Fund, Catalyst
Fund II and Catalyst Fund III. Cukierman & Co. Investment House Ltd. ("CUKIERMAN
& CO.") may be deemed a controlling person of Catalyst Investments, and is
(indirectly) controlled by Mr. Edouard Cukierman ("MR. CUKIERMAN"), the Chairman
of the board of directors of the Issuer (the "BOARD"), and the Chief Executive
Officer of the general managing partner of Catalyst Investments.
Catalyst Fund's business address is 3 Daniel Frish St., Tel-Aviv Israel
64731. Catalyst Fund is a limited partnership organized and existing under the
laws of Israel. The principal business of Catalyst Fund is making investments.
The general partner of Catalyst Fund is Catalyst Investments.
Catalyst Fund II's business address is 3 Daniel Frish St., Tel-Aviv Israel
64731. Catalyst Fund II is a limited partnership organized and existing under
the laws of Israel. The principal business of Catalyst Fund II is making
investments. The general partner of Catalyst Fund II is Catalyst Investments.
Catalyst Fund III's business address is 3 Daniel Frish St., Tel-Aviv Israel
64731. Catalyst Fund III is a limited partnership organized and existing under
the laws of Israel. The principal business of Catalyst Fund III is making
investments. The general partner of Catalyst Fund III is Catalyst Investments.
Catalyst Investments II business address is 3 Daniel Frish St., Tel-Aviv
Israel 64731. Catalyst Investments II is a limited partnership organized and
existing under the laws of Israel. The principal business of Catalyst
Investments II is to act as the sole general partner of Catalyst Private Equity,
Catalyst Private Equity Partners (Israel B) II L.P. ("CATALYST PRIVATE EQUITY
B") and Catalyst Private Equity Partners (Israel C) II L.P. ("CATALYST PRIVATE
EQUITY C"). E.D.I European Development and Investments Ltd. ("E.D.I") may be
deemed a controlling person of Catalyst Investments II, and is wholly-owned by
Mr. Cukierman, the Issuer's Chairman of the Board and the Chief Executive
Officer of the general partner of Catalyst Investments II.
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 9 OF 12 PAGES
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Catalyst Private Equity's business address is 3 Daniel Frish St., Tel-Aviv
Israel 64731. Catalyst Private Equity is a limited partnership organized and
existing under the laws of Israel. The principal business of Catalyst Private
Equity is making investments. The general partner of Catalyst Private Equity is
Catalyst Investments II.
None of the Reporting Persons 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 have 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
Catalyst Investments, which serves as the general partner of Catalyst Fund,
Catalyst Fund II and Catalyst Fund III (collectively, the "PARALLEL FUNDS"), has
entered into an agreement with the Parallel Funds, pursuant to which during
2009, Catalyst Investments shall purchase from the Parallel Funds Ordinary
Shares in the aggregate amount of approximately $380,000 (the "GP SHARES"). The
GP Shares shall be purchased in several installments, and the number of GP
Shares to be purchased in each installment shall be calculated on the basis of
the weighted average of the closing prices of the shares on the Nasdaq Global
Market during the thirty day period prior to the beginning of the applicable
quarter. In January 2009, a total of 464,160 GP Shares were purchased for a
total of $116,040. On June 21, 2009, a total of 246,284 GP Shares were purchased
for a total of $116,040. On July 19, 2009, a total of 277,091 GP Shares were
purchased for a total of $116,040.
On July 22, 2009, the Issuer entered into a convertible loan financing
("DEBT FINANCING") pursuant to which Catalyst Private Equity, whose general
partner is Catalyst Investments II, lent to the Issuer an amount of $530,000
(the "LOAN AMOUNT"), which is convertible into 815,385 Ordinary Shares of the
Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Catalyst Investments has acquired the GP Shares for investment purposes.
Catalyst Private Equity has extended the Loan Amount for investment
purposes.
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, articles of association, 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.
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 10 OF 12 PAGES
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The Reporting Persons reserve the right to formulate plans and/or make
proposals, and take such actions with respect to their investment or financing
of 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, (v) convert the Loan Amount into Ordinary Shares of
the Issuer or (vi) change its intention with respect to any or all of the
matters referred to in this Item 4.
As part of the Debt Financing in July 2009, the Issuer granted the lenders
warrants to purchase 100% of the number of the Ordinary Shares into which their
respective loan is convertible. The warrants are exercisable, in whole or in
part, from 18 months to 36 months from grant, at an exercise price per Ordinary
Share of $0.55. Catalyst Private Equity, whose general partner is Catalyst
Investments II, was granted 815, 835 warrants to purchase Ordinary Shares of the
Issuer, all under the above detailed terms.
Notwithstanding the foregoing, except as discussed above, none of the
Reporting Persons have any plans or proposals to effect an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Issuer or any of its subsidiaries, cause a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, cause any
material change in the present capitalization or dividend policy of the Issuer,
cause any other material change in the Issuer's business or corporate structure,
cause any changes in the Issuer's articles of association or other actions that
may impede the acquisition of control of the Issuer by any person, cause a class
of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted on an inter-dealer quotation system of
a registered national securities association, cause a class of equity securities
of the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Act, or take any other action similar to any of those
enumerated above.
One individual affiliated with the Reporting Persons (Mr. Cukierman) is
currently serving as the Issuer's Chairman of the Board.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Catalyst Fund is the beneficial owner of 565,197 Ordinary Shares
and of 135,535 warrants to purchase Ordinary Shares ("WARRANTS") of the Issuer;
such shares and Warrants represent beneficial ownership of 5.3% of the Ordinary
Shares of the Issuer. Catalyst Fund II is the beneficial owner of 392,125
Ordinary Shares of the Issuer and 94,032 Warrants; such shares and Warrants
represent beneficial ownership of 3.7% of the Ordinary Shares of the Issuer.
Catalyst Fund III is the beneficial owner of 172,395 Ordinary Shares of the
Issuer and 41,340 Warrants; such shares and Warrants represent beneficial
ownership of 1.6% of the Ordinary Shares of the Issuer.
------------------- ------------ -------------------
CUSIP NO. M20115131 SCHEDULE 13D PAGE 11 OF 12 PAGES
------------------- ------------ -------------------
Catalyst Fund, Catalyst Fund II and Catalyst Fund III invest together, pro
rata, in the framework of a venture capital fund, which is managed by Catalyst
Investments. The pro-rata allocation among such entities is as follows: Catalyst
Fund -50%; Catalyst Fund II - 34.7%; Catalyst Fund III - 15.3%.
Catalyst Investments is the beneficial owner of 987,535 Ordinary Shares;
such shares represent beneficial ownership of 7.6% of the Ordinary Shares of the
Issuer.
In addition, Catalyst Investments, in its capacity of being the sole
general partner of Catalyst Fund, Catalyst Fund II and Catalyst Fund III,
controls and manages Catalyst Fund, Catalyst Fund II and Catalyst Fund III.
Accordingly, Catalyst Investments is the beneficial owner of the 1,129,717
Ordinary Shares and 270,907 Warrants held by Catalyst Fund, Catalyst Fund II and
Catalyst Fund III, which are listed above. Catalyst Investments, in its capacity
as the general partner of Catalyst Fund, Catalyst Fund II and Catalyst Fund III,
has the voting and dispositive power over the Ordinary Shares and Warrants held
by Catalyst Fund, Catalyst Fund II and Catalyst Fund III. Cukierman & Co. may be
deemed a controlling person of Catalyst Investments, and is (indirectly)
controlled by Mr. Cukierman, the Issuer's Chairman of the Board, and the Chief
Executive Officer of the general managing partner of Catalyst Investments. Mr.
Cukierman disclaims beneficial ownership in such Ordinary Shares and Warrants,
except to the extent of his proportionate interest in them as an indirect
limited partner in the general partner of Catalyst Investments.
Catalyst Investments II in its capacity of being the sole general partner
of Catalyst Private Equity, Catalyst Private Equity B and Catalyst Private
Equity C, controls and manages Catalyst Private Equity, Catalyst Private Equity
B and Catalyst Private Equity C. Accordingly, Catalyst Investments II is the
beneficial owner of the 815,385 Ordinary Shares held by Catalyst Private Equity
on behalf of itself, Catalyst Private Equity B and Catalyst Private Equity C.
E.D.I may be deemed a controlling person of Catalyst Investments II, and is
wholly-owned by Mr. Cukierman, the Issuer's Chairman of the Board, and the Chief
Executive Officer of the general partner of Catalyst Investments II. Mr.
Cukierman disclaims beneficial ownership in such Ordinary Shares, except to the
extent of his proportionate interest in them as a direct or indirect interest
holder in Catalyst Investments II, Catalyst Private Equity, Catalyst Private
Equity B and Catalyst Private Equity C.
Mr. Cukierman holds 21,666 Ordinary Shares and options to purchase 241,376
Ordinary Shares of the Issuer. Mr. Cukierman is also entitled to receive options
to purchase a total of 400,000 Ordinary Shares, such options are granted to him
in four equal portions of 100,000 each, in respect of his services as Active
Chairman of the Issuer in the years 2007, 2008, 2009 and 2010. In addition, Mr.
Cukierman holds, through a wholly owned company, E.D.I, an additional 6,424
Ordinary Shares of the Issuer. Cukierman & Co. holds 12,600 Ordinary Shares of
the Issuer.
The Reporting Persons disclaim beneficial ownership in such Ordinary Shares
and options to purchase Ordinary Shares of Mr. Cukierman and of Cukierman & Co.
(c)-(d)-(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement, dated as of August 26, 2009, by and among
Catalyst Investments L.P., Catalyst Fund L.P., Catalyst Fund II L.P.,
Catalyst Fund III L.P., Catalyst Investments II L.P. and Catalyst
Private Equity Partners (Israel) II L.P.
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CUSIP NO. M20115131 SCHEDULE 13D PAGE 12 OF 12 PAGES
------------------- ------------ -------------------
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: August 26, 2009
CATALYST INVESTMENTS L.P.
By its General Partner, Catalyst Venture Capital Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
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By: Edouard Cukierman and Alon Michal
CATALYST FUND L.P.
By its General Partner, Catalyst Investments L.P.
By its General Partner, Catalyst Venture Capital Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
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By: Edouard Cukierman and Alon Michal
CATALYST FUND II L.P.
By its General Partner, Catalyst Investments L.P.
By its General Partner, Catalyst Venture Capital Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
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By: Edouard Cukierman and Alon Michal
CATALYST FUND III L.P.
By its General Partner, Catalyst Investments L.P.
By its General Partner, Catalyst Venture Capital Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
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By: Edouard Cukierman and Alon Michal
CATALYST INVESTMENTS II L.P.
By its General Partner, Catalyst Equity (2006) Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
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By: Edouard Cukierman and Alon Michal
CATALYST PRIVATE EQUITY PARTNERS (ISRAEL) II L.P.
By its General Partner, Catalyst Investments II L.P.
By its General Partner, Catalyst Equity (2006) Ltd.
/s/ Edouard Cukierman /s/ Alon Michal
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By: Edouard Cukierman and Alon Michal