The undersigned, InterGamma International Trade Founded by InterGamma Investments Co. (“
InterGamma Sub
”), Del-Ta Engineering Equipment Ltd. (“
Del-Ta Engineering
”), Rapac Communication & Infrastructure Ltd. (“
Rapac
”), Inter-Gamma Investment Company Ltd. (“
Inter-Gamma
”) and Tanhum Oren (collectively, the “
Reporting Persons
”), hereby file this Amendment No. 1 to Schedule 13D (the "Amendment"), which amends the Schedule 13D filed by the Reporting Persons on April 29, 2013, with respect to the Ordinary Shares, par value NIS 0.01 per share (the “
Ordinary Shares
”), of RRsat Global Communications Network Ltd., an Israeli company (“
RRsat
”). The Amendment amends and supplements Items 4, 5(a), 5(b) and 6 of the Schedule 13D.
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Item 4.
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Purpose of Transaction
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On May 7, 2013, Viola P.E. GP Ltd. (“
Viola
”) consummated the acquisition of 1,214,259 Ordinary Shares from David Rivel (the “
Rivel Closing
”). As a result, effective upon the Rivel Closing, the shareholders agreement between Del-Ta and David Rivel, dated as of October 5, 2006, as amended on October 26, 2006 and August 14, 2007 (as amended, the “
Del-Ta-Rivel Shareholders Agreement
”), has no more force and effect, and the irrevocable proxy granted by David Rivel to Del-Ta pursuant to the Del-Ta-Rivel Shareholders Agreement terminated.
The information set forth in Items 5 and 6 of the Schedule 13D, as amended, is incorporated herein by reference.
Each of the Reporting Persons intends to continuously review its investment in RRsat, and may in the future determine, either alone or as part of a group (i) to acquire additional securities of RRsat, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of RRsat owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) – (j) of Item 4 of Schedule 13D. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, RRsat’s business and prospects, other developments concerning RRsat and its businesses generally, other business opportunities available to the Reporting Persons, developments with respect to the business of the Reporting Persons, changes in law and government regulations, general economic conditions and money and stock market conditions, including the market price of the securities of RRsat.
Except as described in this Item 4 and in Items 3, 5 and 6 of the Schedule 13D, as amended, which are incorporated herein by reference, the Reporting Persons have no plans or proposals with respect to RRsat or its securities that relate to, or would result in, any of the transactions described in paragraphs (a) – (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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(a) The calculations included herein are based on a total of 17,346,561 Ordinary Shares outstanding.
InterGamma Sub directly beneficially owns 671,067 Ordinary Shares, representing approximately 3.87% of the outstanding Ordinary Shares. InterGamma Sub disclaims beneficial ownership of the Ordinary Shares owned by the other Reporting Persons.
Del-Ta Engineering directly beneficially owns 6,139,300 Ordinary Shares, representing approximately 35.39% of the outstanding Ordinary Shares. In addition, Del-Ta Engineering beneficially owns 100% of the outstanding shares of InterGamma Sub. By reason of Del-Ta Engineering’s control over InterGamma Sub it may be deemed to beneficially own, and share the power to vote and dispose of, the 671,067 Ordinary Shares directly beneficially owned by InterGamma Sub, representing 3.87% of the outstanding Ordinary Shares.
Rapac does not directly beneficially own any Ordinary Shares. Rapac beneficially owns 100% of the outstanding shares of Del-Ta Engineering. By reason of Rapac’s control over Del-Ta Engineering it may be deemed to beneficially own, and share the power to vote and dispose of, (A) the 6,139,300 Ordinary Shares directly beneficially owned by Del-Ta Engineering, representing approximately 35.39% of the outstanding Ordinary Shares, (B) the 671,067 Ordinary Shares directly beneficially owned by InterGamma Sub, representing 3.87% of the outstanding Ordinary Shares.
Inter-Gamma does not directly beneficially own any Ordinary Shares. Inter-Gamma beneficially owns 56.38% of the voting power of Rapac. By reason of Inter-Gamma’s control over Rapac it may be deemed to beneficially own, and share the power to vote and dispose of, (A) the 6,139,300 Ordinary Shares directly beneficially owned by Del-Ta Engineering, representing approximately 35.39% of the outstanding Ordinary Shares, (B) the 671,067 Ordinary Shares directly beneficially owned by InterGamma Sub, representing 3.87% of the outstanding Ordinary Shares.
Tanhum Oren does not directly beneficially own any Ordinary Shares. Mr. Oren beneficially owns 87.15% of the voting power of Inter-Gamma. By reason of Mr. Oren’s control over Inter-Gamma it may be deemed to beneficially own, and share the power to vote and dispose of, (A) the 6,139,300 Ordinary Shares directly beneficially owned by Del-Ta Engineering, representing approximately 35.39% of the outstanding Ordinary Shares, (B) the 671,067 Ordinary Shares directly beneficially owned by InterGamma Sub, representing 3.87% of the outstanding Ordinary Shares,.
Alex Milner, the Chairman of the board of directors of Rapac and a director of InterGamma Sub and Del-Ta Engineering, directly beneficially owns 4,300 Ordinary Shares.
Orly Felner-Hayardeny, a director of Rapac, directly beneficially owns 8,000 Ordinary Shares.
Except as set forth herein, the filing of this Schedule 13D shall not be construed as an admission by any of the Reporting Persons that they are, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of Ordinary Shares beneficially owned by any of the other Reporting Persons or by Viola, Kardan Communications Ltd. or David Rivel, and, except as set forth herein, each Reporting Person disclaims such beneficial ownership.
(b) InterGamma Sub, Del-Ta Engineering, Rapac, Inter-Gamma and Tanhum Oren share the power to vote and dispose of, 671,067 Ordinary Shares directly beneficially owned by InterGamma Sub.
Del-Ta Engineering, Rapac, Inter-Gamma and Tanhum Oren share the power to vote and dispose of, 6,139,300 Ordinary Shares directly beneficially owned by Del-Ta Engineering.
Each of the Reporting Persons disclaims beneficial of any Ordinary Shares beneficially owned by Viola, Kardan Communications Ltd. or David Rivel.
Alex Milner, the Chairman of the board of directors of Rapac and a director of InterGamma Sub and Del-Ta Engineering, has the sole power to vote and dispose of the 4,300 Ordinary Shares directly beneficially owned by him.
Orly Felner-Hayardeny, a director of Rapac, has the sole power to vote and dispose of the 8,000 Ordinary Shares directly beneficially owned by her.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The foregoing summaries set forth in Item 4 of the Del-Ta-Viola Shareholders Agreement, the Del-Ta-Rivel Shareholders Agreement, the Del-Ta-Kardan-Rivel Shareholders Agreement (each such term as defined in the Schedule 13D), and the full texts of such agreements included as Exhibits 6, 7, 8 and 9 of the Schedule 13D, as amended, are incorporated herein by reference.
Except as described in Items 4 and 5 above, none of the Reporting Persons has any contracts, arrangements, understandings, or relationship (legal or otherwise) with respect to any securities of RRsat.