UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
SCOPUS VIDEO NETWORKS LTD.
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(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 1.40 PER SHARE
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(Title of Class of Securities)
M8260H106
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(CUSIP Number)
Shlomo Heller
Koor Industries Ltd.
Telrad Building
14 Hamelacha Street
Park Afek
Rosh Ha'ayin, 48091, Israel
+972 3 900 8420
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 16, 2005
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. M8260H106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Koor Corporate Venture Capital LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7 SOLE VOTING POWER
2,960,223*
NUMBER OF ------------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING ------------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,960,223*
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,960,223*
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12 CHECK BOX 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)
22.6%
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14 TYPE OF REPORTING PERSON
PN
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* See Item 5 below.
SCHEDULE 13D
CUSIP No. M8260H106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Koor Industries Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7 SOLE VOTING POWER
75,000*
NUMBER OF ------------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,960,223*
REPORTING ------------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
75,000*
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10 SHARED DISPOSITIVE POWER
2,960,223*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,035,223*
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12 CHECK BOX 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)
23.2%
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14 TYPE OF REPORTING PERSON
CO
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* See Item 5 below.
Item 1. Security and Issuer
The class of securities to which this Statement relates is the ordinary
shares, par value NIS 1.40 per share (the "Ordinary Shares"), of Scopus Video
Networks Ltd., a company organized under the laws of the State of Israel (the
"Issuer"), whose principal executive offices are located at 10 Ha'amal Street,
Park Afek, Rosh Ha'ayin 48092, Israel.
Item 2. Identity and Background
(a)-(c), (f)This Statement is filed by Koor Industries Ltd. ("Koor"),
an Israeli corporation, and by Koor Corporate Venture Capital LP ("Koor CVC"),
an Israeli partnership controlled by Koor. The principal executive offices for
both Koor and Koor CVC are located at 14 Hamelacha Street, Park Afek, Rosh
Ha'ayin 48091, Israel. Koor is a multi-industry holding company engaged through
its direct and indirect wholly and partially owned subsidiaries and affiliates
in the following core businesses: telecommunications, defense, agrochemicals and
investments in start-ups in the fields of telecommunication and life science.
Koor is also involved in tourism, real estate and international trade
businesses. Koor CVC is a venture capital partnership established in January
2000 by Koor and Koor Investments Ltd., a wholly-owned subsidiary of Koor, to
conduct Koor's investment activities in venture capital funds and high-tech
start up companies. The names, business addresses, present principal occupation
or employment (and names, principal businesses and addresses of places of
additional employment) and citizenship of the executive officers and directors
of each of Koor and Koor CVC are set forth in Annex A hereto and incorporated
herein by reference.
(d)-(e) Neither Koor, Koor CVC nor, to the best of their knowledge,
any of their respective executive officers and directors listed on Annex A
hereto, have during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate amount of funds used by Koor CVC in acquiring the
2,960,223 Ordinary Shares referred to in Item 5 was U.S.$8,000,000. Such funds
were made available to Koor CVC through a loan from Koor against a Capital Note
issued by Koor CVC in favor of Koor.
The aggregate amount of funds used by Koor in acquiring the 75,000
Ordinary Shares referred to in Item 5 was U.S.$525,000. Koor used its working
capital as the source of these funds.
Item 4. Purpose of Transaction
The Issuer was a subsidiary of Tadiran Ltd., a subsidiary of Koor
("Tadiran"), since 1995. On February 15, 2000, Tadiran sold its holdings in the
Issuer (2,960,223 Ordinary Shares) to Koor CVC.
In connection with the Issuer's initial public offering in December
2005, Koor purchased 75,000 Ordinary Shares from the Issuer.
Koor and Koor CVC acquired and continue to hold the Ordinary Shares
reported herein for investment purposes. Koor, which holds its 75,000 Ordinary
Shares as part of its liquid assets investment portfolio, and Koor CVC intend to
review their investment in the Ordinary Shares on a regular basis and, depending
upon changes in their analysis of the Issuer, general economic and market
conditions, investment opportunities and other factors Koor and Koor CVC may at
any time determine to increase or decrease the amounts of their investments in
the Ordinary Shares.
Neither Koor nor Koor CVC have any plans or proposals which relate 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; (i) a class of equity securities of the Issuer
becoming ineligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) (i) Koor CVC is the direct beneficial owner of 2,960,223
Ordinary Shares or approximately 22.6% of the outstanding Ordinary Shares of the
Issuer, based on 13,103,018 Ordinary Shares outstanding as of December 16, 2005,
the date the Issuer's initial public offering was completed.
(ii) Koor is the direct beneficial owner of 75,000 Ordinary
Shares and the indirect beneficial owner of 2,960,223 Ordinary Shares for an
aggregate amount of 3,035,223 Ordinary Shares, or approximately 23.2% of the
outstanding Ordinary Shares of the Issuer, based on 13,103,018 Ordinary Shares
outstanding as of December 16, 2005, the date the Issuer's initial public
offering was completed.
(b) (i) Koor CVC has sole voting and dispositive power with
respect to the 2,960,223 Ordinary Shares beneficially owned by it.
(ii) Koor has sole voting and dispositive power with respect
to the 75,000 Ordinary Shares beneficially owned by it and shared voting and
dispositive power with respect to the 2,960,223 Ordinary Shares beneficially
owned by Koor CVC.
(c) Neither Koor nor Koor CVC has effected any transaction in the
Ordinary Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no present contracts, arrangements, understandings or
relationships (legal or otherwise) between Koor or Koor CVC and any other person
with respect to the securities of the Issuer, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangement, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1. Joint Filing Agreement.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: March 14, 2006
KOOR INDUSTRIES LTD.
By: /s/ Shlomo Heller
---------------------------------
Name: Shlomo Heller
Title: General Counsel
KOOR CORPORATE VENTURE CAPITAL
By: /s/ Ran Maidan
---------------------------------
Name: Ran Maidan
Title: CFO
ANNEX A
Executive Officers and Directors
--------------------------------
Koor Industries Ltd.
Set forth below is the name, current business address, the present
principal occupation or employment and citizenship of each director and
executive officer of Koor Industries Ltd. ("Koor"). Unless otherwise indicated,
each person identified below is employed by Koor. The principal address of Koor,
and unless otherwise indicated below, the current business address for each
individual listed below, is 14 Hamelacha Street, Park Afek, Rosh Ha'ayin 48091,
Israel.
Name, Position with Koor Present Principal Occupation
and Business Address or Employment Citizenship
---------------------------------------- ----------------------------------------------- ---------------------
1. Charles R. Bronfman Director, Chairman of the Board Canada
Chairman of the Board of Claridge Israel L.L.C.
Seagram Building
375 Park Avenue
New York, NY 10152
2. Rolando Eisen Member of the Board of Mercantile Israel
Director Discount Bank Ltd., IDB Holdings Ltd.,
Healthcare Technologies Ltd.
2a Gaiger Street
N'vey Avivim
Tel Aviv 69341
Israel
3. Paulette Eitan Managing Director of Paulette Eitan, Israel
Director Business Planning Services Ltd.
6 Mazada Street
Herzlia Pituah 46750
Israel
4. Ron Feinstein Chairman of the Board of Sheraton Israel
Director Moriah Israel Ltd.
22 Maze Street
Tel Aviv
Israel
5. Andrew Hauptman President of Andell Inc. United States
Director
10877 Wilshire Blvd.
Suite 2200
Los Angeles, CA 90024
USA
6. Chemi Peres Managing Director of Israel
Director Pitango Venture Capital
11 Ha'Menofim Street
Herzlia Pituah 46725
Israel
7. Dan Propper Managing Director and Chief Executive Israel
Director Officer of the Osem Group of Companies
61 Jabotinski Street
Petah Tikva 49517
Israel
8. David Rubner Chairman and Chief Executive Officer Israel
Director of Rubner Technology Ventures Ltd.
11 Ha'Amal Street
Park Afek,
Rosh Ha'ayin 48092
Israel
9. Gabriella Shalev President and Rector at Ono Academic Israel
Director College
9 Ha'Hardufim Street
Even Yehuda 40500
Israel
10. Jonathan Kolber Chief Executive Officer of Koor Canada and Israel
Chief Executive Officer
11. Danny Biran President of Koor Israel
President
12. Ran Maidan Chief Financial Officer of Koor Israel
Chief Financial Officer
13. Aron Zuker Vice President of Koor Israel
Vice President
14. Shlomo Heller General Counsel and Corporate Secretary of Israel
General Counsel and
Corporate Koor Secretary
15. Fiona Darmon Vice President of Koor Israel and United
Vice President Investor Kingdom
Relations
Koor Corporate Venture Capital
Set forth below is the name, current business address, the present
principal occupation or employment and citizenship of each director and
executive officer of Koor Corporate Venture Capital ("Koor "CVC"). Unless
otherwise indicated, each person identified below is employed by Koor CVC. The
principal address of Koor CVC, and unless otherwise indicated below, the current
business address for each individual listed below, is 14 Hamelacha Street, Park
Afek, Rosh Ha'ayin 48091, Israel.
Name, Position with Koor CVC and Present Principal Occupation
Business Address or Employment Citizenship
---------------------------------------- ----------------------------------------------- ---------------------
1. Jonathan Kolber Chief Executive Officer of Koor Israel
Chairman
2. Ran Maidan Chief Financial Officer of Koor Israel
Chief Financial Officer
3. Fiona Darmon Vice President, Investor Relations of Koor Israel and United
Partner Kingdom