Rrsat Global Communications Network Ltd. - Amended Statement of Ownership (SC 13G/A)
28 Janvier 2008 - 5:00PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
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RRsat Global Communications Network Ltd.
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(Name of Issuer)
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Ordinary Shares, Par Value NIS 0.01 Per Share
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(Title of Class of Securities)
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December 31, 2007
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*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.
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CUSIP No. M8183P102
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Page 2 of 13 Pages
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1
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NAME OF REPORTING PERSONS.
InterGamma International Trade Founded by InterGamma Investments Co.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
o
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
N/A
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6
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SHARED VOTING POWER
64,700
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7
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SOLE DISPOSITIVE POWER
N/A
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8
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SHARED DISPOSITIVE POWER
64,700
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,700
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10
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CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. M8183P102
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Page 3 of 13 Pages
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1
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NAME OF REPORTING PERSONS.
Del-Ta Engineering Equipment Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
o
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
N/A
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6
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SHARED VOTING POWER
8,333,066
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7
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SOLE DISPOSITIVE POWER
N/A
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8
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SHARED DISPOSITIVE POWER
6,150,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,066
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10
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CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
48.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. M8183P102
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Page 4 of 13 Pages
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1
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NAME OF REPORTING PERSONS.
Rapac Electronics Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
o
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
N/A
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6
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SHARED VOTING POWER
8,333,066
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7
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SOLE DISPOSITIVE POWER
N/A
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8
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SHARED DISPOSITIVE POWER
6,150,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,066
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10
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CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
48.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. M8183P102
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Page 5 of 13 Pages
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1
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NAME OF REPORTING PERSONS.
InterGamma Investment Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
o
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
N/A
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6
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SHARED VOTING POWER
8,333,066
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7
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SOLE DISPOSITIVE POWER
N/A
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8
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SHARED DISPOSITIVE POWER
6,150,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,066
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10
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CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
48.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. M8183P102
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Page 6 of 13 Pages
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1
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NAME OF REPORTING PERSONS.
Tanhum Oren
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
o
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
N/A
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6
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SHARED VOTING POWER
8,333,066
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7
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SOLE DISPOSITIVE POWER
N/A
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8
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SHARED DISPOSITIVE POWER
6,150,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,066
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10
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CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
48.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. M8183P102
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Page 7 of 13 Pages
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1
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NAME OF REPORTING PERSONS.
David Rivel
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
o
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
N/A
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6
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SHARED VOTING POWER
2,182,566
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7
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SOLE DISPOSITIVE POWER
2,182,566
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8
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SHARED DISPOSITIVE POWER
N/A
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,182,566
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10
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CHECK IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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RRsat
Global Communications Network Ltd. (the “Issuer”).
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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4
Hagoren Street, Industrial Park, Omer 84965, Israel.
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Item 2(a)-(b)
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Name of Person Filing; Address of Principal Business Office or, if none, Residence
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(a)
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InterGamma
International Trade Founded by InterGamma Investments Co. The principal
business office is located at 8 Shaul Hamelech Blvd., Tel Aviv 64733,
Israel.
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(b)
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Del-Ta
Engineering Equipment Ltd. The principal business office is located at 8
Shaul Hamelech Blvd., Tel Aviv 64733, Israel.
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(c)
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Rapac
Communication & Infrastructure Ltd. The principal business office is
located at 8 Shaul Hamelech Blvd., Tel Aviv 64733, Israel.
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(d)
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InterGamma
Investment Ltd. The principal business office is located at 16 Abba Even
Blvd., Herzeliya 46103, Israel.
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(e)
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Tanhum
Oren. The principal business office is located at 16 Abba Even Blvd.,
Herzeliya 46103, Israel.
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(f)
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David
Rivel. The principal business office is located at 4 Hagoren Street,
Industrial Park, Omer 84965, Israel.
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Incorporated
by reference to Item 4 of the cover page pertaining to each reporting person.
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Item 2(d)
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Title of Class of Securities
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Ordinary
Shares, par value NIS 0.01 per share, of the Issuer (“Ordinary Shares”).
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Item 3
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If
this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the
Person Filing is a:
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InterGamma
International Trade Founded by InterGamma Investments Co.
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(a)
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Amount
beneficially owned
: 64,700 Ordinary Shares. InterGamma
International Trade Founded by InterGamma Investments Co. (the “Del-Ta
Subsidiary”) is the record owner of 64,700 Ordinary Shares.
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(b)
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Percentage
of class
: 0.4%
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Page 8 of 13
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(c)
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Number
of shares as to which the person has
:
Sole power to vote or direct the vote
: N/A
Shared power to vote or direct the vote
: 64,700
Sole power to dispose or direct the disposition of
: N/A
Shared power to dispose or direct the disposition of
: 64,700
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Del-Ta
Engineering Equipment Ltd.
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(a)
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Amount
beneficially owned
: 8,333,066 Ordinary Shares. Del-Ta Engineering
Equipment Ltd. is the record owner of 6,085,800 Ordinary Shares. In
addition, Del-Ta Engineering Equipment Ltd. beneficially owns all of
the outstanding shares of the Del-Ta Subsidiary. By reason of Del-Ta
Engineering Equipment Ltd.‘s control over Del-Ta Subsidiary,
Del-Ta Engineering Equipment Ltd. may be deemed to beneficially own,
and share the power to vote and dispose of, the 64,700 Ordinary
Shares beneficially owned by the Del-Ta Subsidiary. In addition, by
virtue of the shareholders agreement between Del-Ta Engineering
Equipment Ltd. and David Rivel, pursuant to which Mr. Rivel granted
Del-Ta Engineering Equipment Ltd. an irrevocable proxy to vote all
shares beneficially owned by Mr. Rivel at shareholders meetings on
any matter relating to the election of directors, Del-Ta Engineering
Equipment Ltd. may be deemed to beneficially own, and share the power
to vote, the 2,182,566 Ordinary Shares beneficially owned by David
Rivel.
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(b)
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Percentage
of class
: 48.0%
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(c)
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Number
of shares as to which the person has
:
Sole power to vote or direct the vote
: N/A
Shared power to vote or direct the vote
: 8,333,066
Sole power to dispose or direct the disposition of
: N/A
Shared power to dispose or direct the disposition of
: 6,150,500
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Rapac
Communication & Infrastructure Ltd.
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(a)
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Amount
beneficially owned
: 8,333,066 Ordinary Shares. Rapac Communication & Infrastructure
Ltd. beneficially owns all of the outstanding shares of Del-Ta Engineering
Equipment Ltd. By reason of Rapac Communication & Infrastructure Ltd.‘s
control over Del-Ta Engineering Equipment Ltd., Rapac Communication & Infrastructure
Ltd. may be deemed to beneficially own, and share the power to vote and dispose
of, the Ordinary Shares beneficially owned by Del-Ta Engineering Equipment Ltd.
and the Del-Ta Subsidiary.
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(b)
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Percentage
of class
: 48.0%
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(c)
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Number
of shares as to which the person has
:
Sole power to vote or direct the vote
: N/A
Shared power to vote or direct the vote
: 8,333,066
Sole power to dispose or direct the disposition of
: N/A
Shared power to dispose or direct the disposition of
: 6,150,500
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InterGamma
Investment Ltd.
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(a)
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Amount
beneficially owned
:
8,333,066 Ordinary Shares.
InterGamma Investment
Ltd. beneficially owns shares of Rapac
Communication & Infrastructure Ltd. representing approximately
71% of the voting power of Rapac Communication & Infrastructure
Ltd. By reason of InterGamma Investment
Ltd.‘s control
over Rapac Communication & Infrastructure Ltd., InterGamma
Investment
Ltd. may be deemed to beneficially own, and share
the power to vote and dispose of, the Ordinary Shares beneficially
owned by Del-Ta Engineering Equipment Ltd. and the Del-Ta Subsidiary.
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Page 9 of 13
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(b)
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Percentage
of class
: 48.0%
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(c)
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Number
of shares as to which the person has
:
Sole power to vote or direct the vote
: N/A
Shared power to vote or direct the vote
: 8,333,066
Sole power to dispose or direct the disposition of
: N/A
Shared power to dispose or direct the disposition of
: 6,150,500
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(a)
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Amount
beneficially owned
:
8,333,066 Ordinary Shares.
Tanhum Oren beneficially owns shares of InterGamma Investment
Ltd.
representing approximately 63% of the voting power of InterGamma
Investment
Ltd. By reason of Mr. Oren’s control over InterGamma Investment
Ltd.,
Mr. Oren may be deemed to beneficially own, and share the power to
vote and dispose of, the Ordinary Shares beneficially owned by Del-Ta
Engineering Equipment Ltd. and the Del-Ta Subsidiary. Mr. Oren
disclaims beneficial ownership of the Ordinary Shares beneficially
owned by Del-Ta Engineering Equipment Ltd. and the Del-Ta Subsidiary
except to the extent of his interest in InterGamma Investment
Ltd.
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(b)
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Percentage
of class
: 48.0%
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|
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(c)
|
Number
of shares as to which the person has
:
Sole power to vote or direct the vote
: N/A
Shared power to vote or direct the vote
: 8,333,066
Sole power to dispose or direct the disposition of
: N/A
Shared power to dispose or direct the disposition of
: 6,150,500
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(a)
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Amount
beneficially owned
: 2,182,566 Ordinary Shares. David Rivel is the record
owner of 2,106,966 Ordinary Shares and the holder of currently exercisable
options to purchase 75,600 Ordinary Shares.
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(b)
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Percentage
of class
: 12.6%
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(c)
|
Number
of shares as to which the person has
:
Sole power to vote or direct the vote
: N/A
Shared power to vote or direct the vote
: 2,182,566
Sole power to dispose or direct the disposition of
: 2,182,566
Shared power to dispose or direct the disposition of
: N/A
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Page 10 of 13
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Item 5
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Ownership of Five Percent or Less of a Class
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reportedon by the Parent Holding Company
|
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Item 8
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Identification and Classification of Members of the Group
|
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Incorporated
by reference to Items 2 and 4 of this Schedule 13G.
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Item 9
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Notice of Dissolution of Group
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Page 11 of 13
Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: January 28, 2008
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INTERGAMMA INTERNATIONAL TRADE FOUNDED
BY INTERGAMMA INVESTMENTS CO.
By: /s/ GILAD RAMOT
——————————————
Gilad Ramot
General Manager
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DEL-TA ENGINEERING EQUIPMENT LTD.
By: /s/ GILAD RAMOT
——————————————
Gilad Ramot
General Manager
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RAPAC COMMUNICATION & INFRASTRUCTURE LTD.
By: /s/ RON OREN
——————————————
Ron Oren
CEO and President
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INTERGAMMA INVESTMENT LTD.
By: /s/ TANHUM OREN
——————————————
Tanhum Oren
CEO
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By: /s/ YIGAL BERMAN
——————————————
Yigal Berman
CFO
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/s/ TANHUM OREN
——————————————
TANHUM OREN
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/s/ DAVID RIVEL
——————————————
DAVID RIVEL
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Page 12 of 13
EXHIBIT A TO SCHEDULE 13G
Joint Filing Agreement
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), the undersigned hereby agree (i) to the joint filing on
behalf of each of them of a statement on Schedule 13G (including amendments thereto) with
respect to the Ordinary Shares, par value NIS 0.01 per share, of RRsat Global
Communications Network Ltd., and (ii) that this Joint Filing Agreement be included as an
Exhibit to such joint filing;
provided
,
however
, that as contemplated by
Rule 13d-1(k)(2) under the Exchange Act, no person shall be responsible for the
completeness and accuracy of the information concerning the other persons making the
filing unless such person knows or has reason to know such information is inaccurate.
This
Joint Filing Agreement may be executed in any number of counterparts all of which taken
together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned
hereby execute this Joint Filing Agreement this 28th day of January 2008.
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INTERGAMMA INTERNATIONAL TRADE FOUNDED
BY INTERGAMMA INVESTMENTS CO.
By: /s/ GILAD RAMOT
——————————————
Gilad Ramot
General Manager
|
|
|
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DEL-TA ENGINEERING EQUIPMENT LTD.
By: /s/ GILAD RAMOT
——————————————
Gilad Ramot
General Manager
|
|
|
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RAPAC COMMUNICATION & INFRASTRUCTURE LTD.
By: /s/ RON OREN
——————————————
Ron Oren
CEO and President
|
|
|
|
INTERGAMMA INVESTMENT LTD.
By: /s/ TANHUM OREN
——————————————
Tanhum Oren
CEO
|
|
|
|
By: /s/ YIGAL BERMAN
——————————————
Yigal Berman
CFO
|
|
|
|
/s/ TANHUM OREN
——————————————
TANHUM OREN
|
|
|
|
/s/ DAVID RIVEL
——————————————
DAVID RIVEL
|
Page 13 of 13
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