UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
SimPlayer.com Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 0.01 Par Value
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(Title of Class of Securities)
M8411K107
---------------------------------------
(CUSIP Number)
Howard S. Rosenblum, Esq., Testa, Hurwitz & Thibeault, LLP
125 High Street, Boston, MA 02110 (617) 248-7000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 28, 2000
---------------------------------------
(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. Seess.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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. M8411K107 PAGE 2 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Yoel Givol
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, AF, SC
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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
289,173 Shares
NUMBER OF ----- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,287,348 Shares
EACH ----- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 289,173 Shares
----- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,287,348 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,576,521 Shares
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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)
37.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. M8411K107 PAGE 3 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Sharona Givol
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, 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
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7 SOLE VOTING POWER
10,000 Shares
NUMBER OF ----- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,566,521 Shares
EACH ----- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10,000 Shares
----- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,566,521 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,576,521 Shares
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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)
37.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. M8411K107 PAGE 4 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Gal Givol
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, 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
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7 SOLE VOTING POWER
9,429 Shares
NUMBER OF ----- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,567,092 Shares
EACH ----- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 9,429 Shares
----- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,567,092 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,576,521 Shares
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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)
37.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. M8411K107 PAGE 5 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Yotam Givol
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, 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
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7 SOLE VOTING POWER
0 Shares
NUMBER OF ----- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,576,521 Shares
EACH ----- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0 Shares
----- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,576,521 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,576,521 Shares
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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)
37.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. M8411K107 PAGE 6 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Givol and Associates L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
- ------- ------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, AF
- ------- ------------------------------------------------------------------------
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
Delaware
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7 SOLE VOTING POWER
880,000 Shares
NUMBER OF ----- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,696,521 Shares
EACH ----- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 880,000 Shares
----- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,696,521 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,576,521 Shares
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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)
37.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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<PAGE>
ITEM 1. SECURITY AND ISSUER:
--------------------
This statement relates to the Ordinary Shares, NIS 0.01 Par Value
("Ordinary Shares"), of SimPlayer.com, a company organized under the laws of
Israel (the "Issuer"). The address of the Issuer's principal executive offices
is 2 Mohaliver Street, Yehood, Israel, 56207.
ITEM 2. IDENTITY AND BACKGROUND:
------------------------
(a) This statement is being filed by Yoel Givol ("Yoel"), Sharona
Givol ("Sharona"), Gal Givol ("Gal"), Yotam Givol ("Yotam")
and Givol and Associates L.P. ("Associates") (individually, a
"Reporting Person" and collectively the "Reporting Persons").
(b) The principal business address of Yoel and Associates is 91
Montvale Avenue, Stoneham, MA, 02180. The principal residence
of Sharona and Yotam is 85 Somerset Road, Brookline, MA 02445.
The principal residence of Gal is Ein Zivan Golan Heights
Israel 12426.
(c) The principal business of Yoel is the President and Chief
Executive Officer of the Issuer. The principal business of
Sharona is teacher, Temple Sinai, 50 Sewall Avenue, Brookline
MA 02446. The principal businesses of Yotam and Gal are as
students. The principal business address of Associates is
make, hold and manage investments.
(d) Each reporting Person represents, severally and not jointly,
that such Reporting Person has not, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Each Reporting Person represents, severally and not jointly
that such Report Person has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body or competent jurisdiction and as a result
of such proceeding was or is subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State Securities
laws or finding any violations with respect to such laws.
(f) Yoel, Sharona, Gal and Yotam are citizens of Israel.
Associates is a Delaware Limited Partnership.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
--------------------------------------------------
Each of the Reporting Persons has accumulated his, her or its shares
through the Issuer's issuance of options and other securities, as well as
through purchases in the open market. Except with respect to Ordinary Shares
held by EVISIONLLC.COM, LLC ("E-Vision"), no part of the purchase price was
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION:
-----------------------
The Reporting Persons acquired the Issuer's securities for investment
purposes. Depending on market conditions, their continuing evaluation of the
business and prospects of the Issuer and other factors, the Reporting Persons
may dispose of or acquire additional securities of the Issuer.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER:
-----------------------------------------
(a) Yoel is the record owner of 289,173 Ordinary Shares. Sharona,
Yoel's wife, is the record owner of 10,000 Ordinary Shares.
Gal, Yoel's daughter, is the record owner of 9,429 Ordinary
Shares. Yotam, Yoel's son, is the record owner of no Ordinary
Shares. Associates is the record owner of 880,000 Ordinary
Shares. E-Vision is the record owner of 2,387,919 Ordinary
Shares. Each of the Reporting Persons may be deemed to
beneficially own 3,576,521 Ordinary Shares, which consist
entirely of shares held by all of the Reporting Persons and
shares held by E-Vision. As a result, each Reporting Person
may be deemed to beneficially own 37.0% of the outstanding
Ordinary Shares, which percentage is calculated based upon
9,676,824 shares outstanding as of April 10, 2000. Each
Reporting Person disclaims beneficial ownership of shares not
registered in his, her or its name.
<PAGE>
(b) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: See Item 7 on
the cover page of this Schedule 13D for each of the
Reporting Persons.
(ii) Shared power to vote or direct the vote: See Item 8
on the cover page of this Schedule 13D for each of
the Reporting Persons.
(iii) Sole power to dispose or to direct the disposition:
See Item 9 on the cover page of this Schedule 13D for
each of the Reporting Persons.
(iv) Shared power to dispose or to direct the disposition:
See Item 10 on the cover page of this Schedule 13D
for each of the Reporting Persons.
(c) Pursuant to a share purchase agreement dated September 21,
1999 (the "Purchase Agreement") among E-Vision, as purchaser,
and Advent International Group, Discount Investment Lt.,
Gemini Israel Fund, the Unicycle Trading Company, Atid Limited
Partnership, Trinet Venture Capital Ltd, Manakin Investments
B.V., Charles Banov, Yadin Kaufmann and Compton Ltd., as
sellers, E-Vision sold an aggregate of 838,999 shares to
certain persons pursuant to the exercise by such persons of
options to purchase such shares.
(d) Except as disclosed herein, no other person is known to have
the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, the Ordinary
Shares beneficially owned by each of the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
---------------------------------------------------------------------
A share purchase agreement was signed on September 21, 1999 among
E-Vision, as purchaser, and Advent International Group, Discount Investment Lt.,
Gemini Israel Fund, the Unicycle Trading Company, Atid Limited Partnership,
Trinet Venture Capital Ltd, Manakin Investments B.V., Charles Banov, Yadin
Kaufmann and Compton Ltd., as sellers, in which the sellers agreed to sell to
purchaser an aggregate of 3,226,918 Ordinary Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
---------------------------------
EXHIBIT 1: Agreement Pursuant to Rule 13d-1(k).
EXHIBIT 2: Purchase Agreement Dated September 21, 1999.
<PAGE>
SCHEDULE 13D
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 10, 2000
/s/ Yoel Givol
------------------
Yoel Givol
/s/ Sharona Givol
------------------
Sharona Givol
/s/ Gal Givol
------------------
Gal Givol
/s/ Yotam Givol
------------------
Yotam Givol
/s/ Givol and Associates L.P.
-----------------------------
Givol and Associates L.P.
By: /s/ Yoel Givol
------------------
Its: General Partner
------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears above hereby constitutes and appoints Yoel Givol with full power to act
without the other, his true and lawful attorney-in-fact, with full power of
substitution, to sign any and all amendments to this Schedule 13D, and generally
to do all things in each such person's name and on each such person's behalf in
such capacities to enable each such person to comply with the provisions of the
Securities and Exchange Act of 1934 and all requirements of the Securities and
Exchange Commission.
EXHIBIT 1
---------
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13D need to be filed with respect to the ownership by each
of the undersigned of shares of Common Stock of SimPlayer.com Ltd.
Dated: April 10, 2000
/s/ Yoel Givol
- ------------------
Yoel Givol
/s/ Sharona Givol
- ------------------
Sharona Givol
/s/ Yotam Givol
- ------------------
Yotam Givol
/s/ Gal Givol
- ------------------
Gal Givol
/s/ Givol and Associates L.P.
- -----------------------------
Givol and Associates L.P.
By: /s/ Yoel Givol
------------------
Its: General Partner
-----------------
EXHIBIT 2
---------
PURCHASE AGREEMENT DATED SEPTEMBER 21, 1999
AGREEMENT
AGREEMENT, dated as of September 21, 1999, by and between E-VisionLLC.com LLC
("Purchaser"), Yoel Givol ("Givol"), and those entities and persons listed on
Schedule A hereto (each, a "Seller", and collectively, "Sellers").
WHEREAS the Sellers own in the aggregate 3,226,918 Ordinary Shares of Logal
Educational Software & Systems Ltd. (the "Company") as set forth on Schedule A
hereto (all of said Ordinary Shares owned by the Sellers, as set forth on
Schedule A, are referred to collectively as the "Shares"); and
WHEREAS the Sellers desire to sell all of the Shares to the Purchaser and the
Purchaser desires to purchase all of the Shares from the Sellers, pursuant to,
and subject to, the provisions set forth below;
IT IS HEREBY AGREED AS FOLLOWS:
1. Representations and Warranties.
-------------------------------
1.1 Each Seller hereby represents and warrants to the Purchaser that:
1.1.1 As to any Seller which is an entity, such Seller is duly organized,
validly existing, and in good standing under the laws of the country or state in
which such Seller is incorporated.
1.1.2 Such Seller holds of record and owns beneficially all of the Shares
set forth opposite such Seller's name on Schedule A hereto, and such Shares will
be sold and transferred to the Purchaser free and clear of any restriction on
transfer, tax liens, security interests, options, warrants, purchase rights,
contracts, commitments, equities, claims, and/or demands, except that such
Shares are "restricted shares" for purposes of the United States Securities Act
of 1933, as amended.
1.1.3 Such Seller is not a party to any option, warrant, purchase right,
or other contract or commitment that could require such Seller to sell,
transfer, or otherwise dispose of any of the Shares set forth opposite such
Seller's name on Schedule A hereto.
1.1.4 Such Seller is not a party to any voting, trust, proxy, or other
agreement or understanding with respect to the voting of any shares of the
Company, except an agreement between Discount Investment Corporation Ltd. and
PEC Israel Economic Corporation ("PEC/DIC Agreement") in which they agreed to
cooperate regarding the voting of all of their shares with matters relating to
any companies in which they both hold shares (including the Company).
1.1.5 This Agreement has been duly executed by such Seller and this
Agreement constitutes a legal, valid and binding obligation of such Seller
enforceable against such Seller in accordance with its applicable terms except
as such enforcement may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or similar laws relating to or limiting
creditor's rights generally or by general equity principles. The execution of
this Agreement by such Seller does not, and the consummation by it of the
transactions contemplated hereby and compliance by such Seller with the
provisions hereof, will not (i) result in any conflict with, breach of, or
default (or give rise to any right of termination, cancellation or acceleration
or the loss of any benefit) under, any of the terms, conditions or provisions of
any material agreement, permit or other instrument or obligation to which such
Seller is a party (including but not limited to the PEC/DIC Agreement), and/or
(ii) violate any law or order applicable to such Seller. No consent or approval
by any governmental authority is required in connection with the execution by
such Seller of this Agreement or the consummation by such Seller of the
transactions contemplated hereby, except that the approval of the Office of the
Chief Scientist of the Ministry of Industry and Trade (the "OCS") may be
required of the Company to consummate the transactions contemplated hereby
between the Purchaser and the Sellers (and if required, such approval will be
sought by Givol as the CEO of the Company).
1.2 Givol hereby represents and warrants to the Sellers that:
1.2.1 He is the President, CEO and a Director of the Company, and has
been a shareholder of the Company since the time of the purchase of the Shares
by the Sellers.
1.2.2 It is his current intention to continue to lead the Company in the
development of its SimPlayer products.
1.2.3 He is not a party to any option, warrant, purchase right, or other
contract or commitment that could require him or the Purchaser to sell,
transfer, or otherwise dispose of any of the Shares purchased according to this
Agreement, except as set forth in this Agreement. He is not aware of any
transaction which is currently being contemplated, which involves the sale or
purchase of shares of the Company by a shareholder who currently holds 5% or
more of the Company's issued and outstanding share capital, other than possible
sales by the Sellers.
1.2.4 Other than the transactions contemplated herein, he is not aware of
(i) any material transactions of the Company which are currently pending, or
which the Company or he himself is currently negotiating, or (ii) any material
fact or information directly related to the business operation of the Company
which would have a material effect on the business, prospects, condition
(financial or otherwise), affairs, operations or assets of the Company, other
than transactions, facts, and information which have been disclosed in the
Company's filings with the Securities and Exchange Commission or reported to the
Company's Board of Directors.
1.3 The Purchaser hereby represents and warrants to the Sellers that:
1.3.1 The Purchaser is duly organized, validly existing, and in good
standing under the laws of the state of Delaware.
1.3.2 This Agreement has been duly executed by the Purchaser and this
Agreement constitutes a legal, valid and binding obligation of the Purchaser
enforceable against it in accordance with its applicable terms , except as such
enforcement may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization or similar laws relating to or limiting creditor's
rights generally or by general equity principles. The execution of this
Agreement by the Purchaser does not, and the consummation by the Purchaser of
the transactions contemplated hereby and compliance by the Purchaser with the
provisions hereof, will not (i) result in any conflict with, breach of, or
default (or give rise to any right of termination, cancellation or acceleration
or the loss of any benefit) under, any of the terms, conditions or provisions of
any material agreement, permit or other instrument or obligation to which the
Purchaser or the Company is a party, and/or (ii) violate any law or order
applicable to the Purchaser and/or the Company. No consent or approval by any
governmental authority is required in connection with the execution of this
Agreement or the consummation by the Purchaser of the transactions contemplated
hereby, except that the approval of the OCS may be required of the Company to
consummate the transactions contemplated hereby between the Purchaser and the
Sellers (and if required, such approval will be sought by Givol as the CEO of
the Company).
1.3.3 Fifty percent of the issued and outstanding shares of the Purchaser
are indirectly beneficially owned by Yoel Givol. Barry O'Callaghan is the
managing director of the Purchaser Yoel Givol and Barry O'Callaghan are the sole
directors of the Purchaser, and they have been duly authorized by the Purchaser,
together, to execute this Agreement on behalf of the Purchaser.
1.3.4 The Purchaser is not a party to any option, warrant, purchase
right, or other contract or commitment that could require it to sell, transfer,
or otherwise dispose of any of the Shares purchased according to this Agreement,
except as set forth in this Agreement.
2. Purchase and Sale Undertakings
------------------------------
The Purchaser hereby agrees to purchase all of the Shares from the Sellers and
the Sellers hereby agree to sell all of the Shares to the Purchaser, provided
that the condition to closing set forth in Section 6 is satisfied.
3. Purchase Price
--------------
The per-Share consideration to be paid by the Purchaser to the Sellers in
exchange for the Shares is US$0.50 (fifty U.S. cents), representing an aggregate
purchase price equaling US$ 1,613,459 (one million six hundred and thirteen
thousand four hundred and fifty nine US dollars) for all of the 3,226,918 Shares
("Purchase Price"). The bank account details of each Seller for purposes of the
Purchaser effecting such payment are set forth on Schedule A hereto.
4. The Closing
-----------
On the third business day after the condition set forth in Section 6 hereof will
be satisfied (or any other day agreed upon by the parties, if any) but not
earlier than the tenth business day following the date of this Agreement (as the
case may be, the "Closing Date"), the following acts shall be taken (the
"Closing") simultaneously:
At the Closing, each Seller shall execute two deeds of transfer of shares (i.e.
stock power transfers): one for the transfer of 26% of such Seller's Shares, to
K. H. Trustees Ltd. (the "Trustee"), and the other - for the transfer of 74% of
such Seller's Shares to the Purchaser. Said signed deeds, as well as all share
certificates representing all of the Shares, will be delivered by the Sellers to
the Trustee, to be held by the Trustee in escrow under the terms set forth in
the Escrow Agreement attached hereto as Exhibit F, and under the terms set forth
herein.
At the Closing, Givol shall deliver a written confirmation, signed by him and
addressed to all of the Sellers, confirming that nothing has occurred since the
date hereof which renders his representations & warranties as set forth in
Section 1.2 hereof incorrect and/or incomplete as of the Closing Date, other
than occurrences after the date hereof reported in writing to the Sellers prior
to the Closing Date and accepted by Sellers holding a majority of the Shares
being sold hereunder by the Sellers (the "Majority Group"). In the event that
material occurrences which are reported as aforesaid are not acceptable to the
Majority Group, then the Majority Group will have the right to terminate this
Agreement prior to the Closing date by furnishing written notification of such
termination to all parties hereto prior to the Closing Date. In such event, no
party hereto will have any liability towards any other party hereto with respect
to this Agreement and the termination hereof.
At the Closing, the Purchaser shall deliver a legal opinion, addressed to all of
the Sellers, substantially in the form attached hereto as Exhibit D, regarding
the execution of this Agreement by the Purchaser, and the binding effect
thereof.
At the Closing, each Seller which is an entity shall deliver a legal opinion,
addressed to the Purchaser, substantially in the form attached hereto as Exhibit
E, regarding the execution of this Agreement by such Seller, and the binding
effect thereof.
At the Closing, the Purchaser shall effect payment to the Trustee of the
Purchase Price, as set forth in Section 5 below.
5. Consummation of Purchase
------------------------
On the Closing Date, the Purchaser will transfer the Purchase Price to the
following bank account of the Trustee, and such transfer shall consummate the
sale of the Shares from the Sellers to the Purchaser: Account No. 247462 in the
name of K. H. Trustees Ltd. (for LOGAL Shareholders) at Bank Hapoalim, Branch
No. 781 (Montefiore Branch), 39 Montefiore St., Tel-Aviv, Israel. As soon as
practicable following the Closing (including receipt by the Trustee of the full
payment of the Purchase Price), the Trustee shall (i) transfer to each Seller
its portion of the Purchase Price, and (ii) deliver the deeds of transfer of
shares covering all of each Seller's Shares and the certificates representing
said Shares to the Company for cancellation and replacement, so that 74% of the
Shares will be registered and evidenced by a share certificate in the name of
the Purchaser and delivered to the Purchaser and 26% of the Shares will be
registered and evidenced by a share certificate in the name of the Trustee and
delivered to the Trustee (the "Escrow Shares"). In the event that the Closing
does not occur with respect to any Seller's Shares, all deeds of transfer of
shares and certificates shall be returned by the Trustee to each Seller
respectively, and no Seller shall receive any portion of the Purchase Price for
any of the Shares, unless all Sellers and the Purchaser shall jointly instruct
the Trustee otherwise.
6. Conditions to the Closing
-------------------------
The Closing shall be subject to the following condition. In the event that such
condition is not satisfied within 30 days after the date hereof, or any longer
period agreed upon by Purchaser and the Majority Group, this Agreement may be
terminated by the Sellers (acting through Sellers now holding a majority of the
Shares) or the Purchaser, by written notice to the other party at any time
thereafter.
Receipt of the approval of the OCS to the transaction detailed in this
Agreement, or receipt of a written confirmation of the OCS that no such approval
is required.
Givol, as the President and CEO of the Company, will take all necessary actions
to apply for such approval or confirmation of the OCS, and each party shall act
as necessary on its part in order to obtain such approval, if required.
7. Exit-Triggered Payment
----------------------
7.1 In the event that within six (6) months following the Closing Date,
the Company or any of its shareholders (provided such shareholders include the
Purchaser) (the "Disposing Shareholders") will enter into an agreement for a
merger, sale of all or substantially all of the Company's shares held by the
Disposing Shareholders, or a sale of all or substantially all of the Company's
assets, or any offer made within such six-month period to purchase all or
substantially all of the Company's shares held by the public is accepted (each,
a "Triggering Transaction"), in which cash funds in an amount in excess of
US$0.50 per share but less than $6.00 per share will be paid or distributed to
the Disposing Shareholders, then, as soon as practicable following such payment
or distribution, the Purchaser will pay to each Seller, for each Share sold by
such Seller hereunder, 16% of the difference between (i) the amounts paid or
distributed on account of said Share, minus the projected pro rata tax per Share
payable by the Purchaser (as will be set forth in a letter to be issued by a
certified public accountant associated with one of the "Big Five" international
accounting firms, and presented to the Sellers) and investment banking/brokerage
fees per Share paid by the Purchaser per Share, all in respect of such
Triggering Transaction (and subject to submission to each Seller of the
appropriate proof of the payment of such banking/brokerage fees) and (ii) fifty
cents ($0.50). Such payment to each Seller shall be effected by the Trustee out
of the monies in respect of the Escrow Shares being paid or distributed to the
Trustee pursuant to the Triggering Transaction, who shall then transfer such
monies to each Seller. In the event of a Triggering Transaction, the Trustee may
release the Escrow Shares to the Purchaser or to its order, but only after, or
against, the transfer of funds to all Sellers, as stated above in this Section
7, has been effected.
7.2 In the event that within six (6) months following the Closing Date,
the Company or any Disposing Shareholders (provided such shareholders include
the Purchaser) will enter into a Triggering Transaction in which the Disposing
Shareholders receive securities of another company ("New Shares") valued (at
their value for purposes of the Triggering Transaction) in excess of $0.50 but
less than $6.00 in exchange for each Company share held by them, then the New
Shares received by the Purchaser on account of each Share purchased by the
Purchaser hereunder shall be distributed among the Purchaser and the Seller of
such Share as follows: (i) for each Share sold by such Seller hereunder, the
Seller shall receive 16% of the number of New Shares receivable in respect of
such Share, provided that the Seller shall repay the Purchaser (or to the
Trustee as recipient for the Purchaser) against delivery of such New Shares to
the Seller, the sum of eight cents ($0.08), plus 16% of the projected pro rata
tax per Share payable by the Purchaser (as will be set forth in a letter to be
issued by a certified public accountant associated with one of the "Big Five"
international accounting firms, and presented to the Sellers) and 16% of the
investment banking/brokerage fees per Share paid by the Purchaser, all in
respect of such Triggering Transaction (and subject to submission to each Seller
of the appropriate proof of the payment of such banking/brokerage fees); (ii)
the balance of the New Shares will be owned by the Purchaser. For the purpose of
this section, fractions of New Shares receivable by any Seller, shall be
aggregated and the total sum of all such fractions due to such Seller shall be
rounded up or down to the nearest one whole New Share. In such event, the Escrow
Shares then being held by the Trustee as set forth above will be released to the
Purchaser or to its order, but only after the Trustee has verified that New
Shares owing to the Sellers have been distributed to the Sellers.
7.3 It is hereby clarified that, in the event that the terms of the
Triggering Transaction under Sections 7.1 or 7.2 provides for the deposit of a
portion of the consideration into escrow, the Trustee may release the Shares to
the Purchaser or to its order at the Closing of the Triggering Transaction
(notwithstanding that the relevant portion payable to the Sellers has been
deposited into such escrow), provided that such relevant portion is to be held
by the escrow for the benefit of the Trustee (on behalf of the Sellers), subject
to the terms and conditions of such escrow.
7.4 In the event of a Triggering Transaction that is consummated partly
for cash and partly for New Shares, Sections 7.1 or 7.2 shall apply on a
combined basis accordingly.
8. Buy-Back Option
---------------
At any time within 60 months of the Closing Date ("Option Period"), but only in
the event that (i) the Company's shares are then traded on any Stock Exchange or
in any over the counter market transaction and have traded during the last five
trading days in the Company's shares at an average closing per-share price equal
to $5.00 (five dollars) or more, or (ii) any Triggering Transaction will be
effected in which the per-share proceeds (i.e. cash, if applicable, and/or
securities (valued at their value for purposes of the Triggering Transaction))
will equal $5.00 (five dollars) or more, each Seller shall be entitled to cause
the Purchaser to sell to such Seller a portion of the Shares being sold by such
Seller hereunder ("Buy-Back Option") at a per-share price equal to $0.50 (fifty
cents). In the event that the Buy-Back Option is being exercised by any Seller
(the "Exercising Seller") in connection with the event set forth in clause (i)
above, then the portion which may be purchased by each Exercising Seller shall
be in accordance with the average closing share price at which the Company's
shares are traded during the last five trading days in the Company's shares
immediately prior to the day that such Exercising Seller notifies the Purchaser
in writing (with a copy to the Trustee) of Seller's irrevocable election to
exercise the Buy-Back Option (the "Five-Day Period"), all as set forth on
Schedule B. Schedule C sets forth the number of Shares which may be purchased by
the Exercising Seller at the various average prices at which the Company's
shares could be traded during the Five-Day Period, as aforesaid. In the event
that the Buy-Back Option is being exercised in connection with an event set
forth in clause (ii) above, then the Buy-Back Option may be exercised only
simultaneously with the Closing of the Triggering Transaction, and the portion
which may be purchased by each Exercising Seller shall be in accordance with the
per-share proceeds of the Triggering Transaction, all as set forth on Schedule
B. Schedule C sets forth the number of Shares which may be purchased by the
Exercising Seller at the various per-share proceeds amounts, as aforesaid. Each
Seller may exercise its Buy-Back Option (A) once, with respect to all or part of
the entire number of shares he is entitled to purchase or alternatively, (B)
twice, provided that each exercise shall relate to no more than half of the
number of Shares which could then be purchased under the Buy-Back Option on such
date. (With respect to alternative (B) only, for example, if on the notification
date of the first exercise, the maximum percentage of shares which could be
purchased is 20% (as per clause (i) or (ii) above, as the case may be), then the
Exercising Seller could elect to purchase up to 10% (not up to the entire 20%);
If the Exercising Seller elects to purchase not more than 10% , then thereafter,
if (for example) on the date of the second exercise, the maximum percentage of
shares which could be purchased is 26% (as per clause (i) or (ii) above, as the
case may be), the Exercising Seller could then purchase up to 13% (half of
26%).) In the event that such a notification is furnished as aforesaid during
the Option Period, then within five business days thereafter, a closing shall be
held at which the Escrow Shares subject to such Seller's Buy-Back Option (or up
to half of such Shares, as the case may be) will be transferred from the Trustee
to the Seller against payment to the Purchaser (or to the Trustee for the
Purchaser) of $0.50 (fifty cents) per Share. In the event of such a transfer,
the Escrow Shares being transferred to the Exercising Seller will be transferred
to the Seller, free and clear of any restriction on transfer, tax liens,
security, interests, options, warrants, purchase rights, contracts, commitments,
equities, claims, and/or demands, against receipt of the purchase price
therefor.
8A. Cancellation of Exit-Triggered Payment or Buy-Back Option
---------------------------------------------------------
8A.1 Notwithstanding the provisions of Section 8, in the event that a
Seller receives (i) a payment in accordance with the provisions of Section 7.1
above, or (ii) shares in accordance with the provisions of Section 7.2, or (iii)
in the event that after 6 months following the Closing Date, the Purchaser sells
all or substantially all of its holdings in the Company's shares (including the
Escrow Shares) to a bona fide non affiliated buyer during the Option Period at a
price-per-share less than $5.00 (five dollars), then in each such case, to the
extent not yet exercised at such time, the Buy-Back Option with respect to all
of the Sellers shall automatically be deemed void and terminated, ipso facto,
subject to the condition that if provision 8A.1 (iii) occurs during the
three-year period following the Closing Date, and in such sale, the Purchaser
will receives a price-per-Share equal to $4.00 (four dollars) or more but less
than $5.00 (five dollars), the Purchaser will transfer to the Trustee for such
Seller a sum equal to $1.00 (one dollar), multiplied by 61.5% of the number of
Escrow Shares of such Seller then held by the Trustee, and the Escrow Shares
will be released to the Purchaser or to its order only after the Trustee has
verified that the sums owing to the Sellers have been paid to them.
8A.2 Notwithstanding the provisions of Section 7, in the event that a
Seller exercises his Buy-Back Option (including exercise with respect to a
portion of the number of Shares which could then be purchased under the Buy-Back
Option by such Seller on such date), then the provisions of Sections 7.1 and 7.2
shall no longer apply with respect to such Seller.
9. Co-Sale Rights
--------------
In the event of exercise of the Buy-Back Option by any Seller, then during the
remainder of the Option Period:
(a) such Seller shall be entitled to join and participate in any Major
Sale (as defined below) effected by the Purchaser, so that such
Seller shall be entitled to sell such number of his shares of the
Company which bears the same ratio to the number of the Company's
shares then held by such Seller as the ratio between the number of
shares of the Company agreed by the Purchaser to be sold in the
Major Sale and the number of the Company's shares then held by the
Purchaser. The sale by such Seller shall be made together with,
and at the same time, and on the same terms and conditions as, the
sale by the Purchaser of its Shares under the Major Sale. A Major
Sale shall be a transaction entered into by the Purchaser for the
sale of more than fifty percent (50%) of the shares in the Company
then held by the Purchaser, at a price-per-share equal to $5.00
(five dollars) or more. For the avoidance of doubt, a Major Sale
includes the Triggering Transaction in respect of which the
Buy-Back Option is being exercised by such Seller. No later than
ten (10) business days prior to effecting a Major Sale, the
Purchaser shall deliver to each Seller who has exercised its
Buy-Back Option (in whole or in part, as aforesaid), a written
notice detailing the then-known particulars of the Major Sale, and
thereafter shall promptly notify such Seller of any update of such
particulars. Only Sellers who have notified the Purchaser in
writing of their decision to participate in the Major Sale within
five (5) business days after delivery to all Exercising Sellers of
the Purchaser's written notice referred to above, will be
permitted to exercise their rights under this Section 9(i).
(ii) if requested in writing by the Purchaser, such Seller shall be
required to join and participate in any Major Sale effected by the
Purchaser at a price-per-share equal to $5 (five dollars) or more,
so that such Seller shall be required to sell such number of his
shares of the Company which bears the same ratio to the number of
the Company's shares then held by such Seller as the ratio between
the number of shares of the Company agreed by the Purchaser to be
sold in the Major Sale and the number of the Company's shares then
held by the Purchaser. The sale by such Seller shall be made
together with, and at the same time, and on the same terms and
conditions as, the sale by the Purchaser of its Shares under the
Major Sale. However such Seller shall not be bound to give any
representations and/or warranties and/or any indemnification
(other than in respect of such Seller's title the shares to be
sold by such Seller, that the sale agreement is binding on such
Seller, there is not an agreement to which such Seller is a party
which is violated by such sale, upon the transfer of such shares
by such Seller they will be free of restrictions and liens, and
that the Seller has not canceled or waived any registration rights
associated with the shares being sold by such Seller). No later
than ten (10) business days prior to effecting a Major Sale in
which the Purchaser intends to exercise its rights under this
clause 9 (ii), the Purchaser shall deliver to each Seller who has
exercised its Buy-Back Option (in whole or in part, as aforesaid),
a written notice detailing the then-known particulars of the Major
Sale, and thereafter shall promptly notify such Seller of any
update of such particulars.
10. Remedies for Breach
-------------------
In the event of any breach by any party of its obligation under this Agreement,
each aggrieved party shall be entitled to all remedies for breach of rights or
obligations or contract available under law. For purposes of this section, each
Seller shall be a separate party, and the Purchaser and Givol shall also be
considered separate parties. Notwithstanding the aforesaid, no party shall be
entitled to cancel or rescind this Agreement and/or the sale of the Shares to
the Purchaser hereunder due to the fact that one or more of the representations
and warranties of Givol are found to be incorrect, incomplete or misleading.
11. Resignation from Board of Directors
-----------------------------------
At the Closing, the Sellers shall cause A. I. Mlavsky, Yossi Sela, Yadin
Kaufmann and Taly Oren to resign from the Company's Board of Directors.
12. Registration Rights
-------------------
The Sellers hereby represent and warrant that they have not waived or canceled
the registration rights granted to them by the Company with respect to the
Shares under the Second Round Share Purchase Agreement dated August 23, 1994
between the Company and certain other parties, and they assign whatever rights
they have under such agreement.
It is hereby agreed that all registration rights attached to Shares purchased by
the Purchaser pursuant to this Agreement or re-purchased by any Seller pursuant
to the Buy-Back Option will be deemed assigned ipso facto to the Purchaser or to
the Exercising Seller, as the case may be, upon consummation of such purchase or
re-purchase, respectively.
13. Governing Law
-------------
This Agreement shall be governed by the laws of the State of Israel, without
regard to its principles of conflicts of laws, and the parties hereto
irrevocably submit to the exclusive jurisdiction of the courts in Tel-Aviv,
Israel in respect of any dispute or matter arising out of or connected with this
Agreement.
14. Escrow Agreement
----------------
Upon the execution of this Agreement the parties and K.H. Trustees Ltd. will
execute an escrow agreement in the form attached hereto as Exhibit F.
15. Further Assurances
------------------
Each of the parties hereto shall perform such further acts and execute such
further documents as may reasonably be necessary to carry out and give full
effect to the provisions of this Agreement and the intentions of the parties as
reflected thereby.
16. Heading, Preamble, and Schedules.
---------------------------------
The titles and subtitles used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement. The
Preamble and Schedules are an integral and inseparable part of this Agreement.
17. Adjustments.
------------
For purposes of this Agreement, all prices and numbers of Shares (including
Escrow Shares) referred to herein shall be appropriately adjusted as required to
fully reflect the effect of any stock splits, consolidation of share capital,
any distribution in cash or in kind by the Companyin respect of its outstanding
shares (including bonus shares {stock dividends}) and any other similar events
which may occur with respect to the Company's share capital at any time after
the date hereof (It is being understood, that such distribution in itself will
belong to the Purchaser only, and is brought into account for adjustment
purposes only). Any distribution other then in cash shall be valued for such
purposes at the fair market value thereof. Any disagreement between the
Purchaser and the Majority Group as to the fair market value of such
distribution or the necessary adjustments pursuant to the above shall be
resolved and determined by the firm of Prof. Itzhak Swary and his determination
in such matters shall be final and binding on all parties. Any time period
elapsed from the time such matter is referred to the above firm and until
resolved and determined by such firm shall be added to the six (6) and the sixty
(60) months periods referred to in sections 7 and 8 respectively.
[ End of page]
18. The Purchaser shall promptly notify each Seller of any Triggering Event
during the Option Period, and will provide a copy of the agreement thereof and
any additional information as may be reasonably requested by any Seller in
connection therewith, including without limitation any updates relating to such
transaction and details of any valuation of the Company or of the New Shares on
which such transaction was based. Each Seller hereby undertakes: (i) to use any
copies or information provided hereunder solely for purposes of monitoring
Purchaser's compliance with the provisions of this Agreement, and (ii) not to
disclose any copies or information provided hereunder to any third party
whatsoever, other than to financial, business or other advisors of such Seller
who have executed customary confidentiality undertakings applicable to such
copies or information.
19. All notices and other communications required or permitted hereunder to be
given to a party to this Agreement shall be in writing and shall be telecopied
or mailed by registered mail, postage prepaid, or otherwise delivered by hand or
by messenger, addressed to such party's address as set forth on Schedule A
hereto or such other address with respect to a party as such party shall notify
each other party in writing as above provided. The address of the Purchaser and
Givol for purposes hereof shall be _Farrow Grant Sparks, Molyneux House, Bride
Street Dublin 8 Ireland Fax: 353-1- 475-2044, Att: Martin Scully or such other
address with respect to the Purchaser and/or Givol as the Purchaser and Givol
shall notify the other parties hereto in writing as above provided.
Any notice sent in accordance with this Section shall be effective (i) if
mailed, five (5) business days after mailing by registered mail, (ii) if
delivered by messenger, or transmitted by fax, on the first business day
following such delivery or transmission and telephonic confirmation of receipt.
20. The Sellers will reasonably cooperate with the Purchaser with respect to all
filing requirements with the Securities and Exchange Commission and other
governmental agencies as required under law in connection with the execution of
this Agreement, and the implementation of the transactions contemplated herein.
21. All representations and warranties given herein will survive the Closing of
the transactions contemplated herein.
[End of page]
22. Any information reported to the Sellers pursuant to Section 4 above will
remain strictly confidential, and will not be disclosed by the Sellers. This
Section 22 shall survive any termination of the Agreement for any reason. The
Sellers obligations under this section shall terminate when such information
becomes public knowledge through no fault of the Sellers.
23. (a) This Agreement may be executed in any number of counterparts and by
facsimile, each of which shall be an original but all of which together shall
constitute one and the same agreement; (b) This Agreement, together with the
Escrow Agreement, constitutes the entire agreement and understanding among the
parties with respect to the matter thereof and may not be modified or terminated
orally or without the consent of the parties; and (c) All provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by and against the respective heirs, executors, administrators, personal
representatives, successors and assigns of the parties.
IT WITNESS WHEREOF, the parties have executed this Agreement as of the last date
written below.
- ------------------------------------- ------------------------------------
Yoel Givol E-VisionLLC.com LLC
- ------------------------------------- ------------------------------------
Advent Israel Limited Partnership Advent Israel (Bermude) LP
- ------------------------------------- ------------------------------------
Advent International Investors SI LP Eventech LTD.
- ------------------------------------- ------------------------------------
Elron Electronic Industries Ltd. Discount Investment Corporation Ltd.
- ------------------------------------- ------------------------------------
Trinet Venture Capital Ltd. PEC Israel Economic Corporation
- ------------------------------------- ------------------------------------
Gemini Israel Fund LP The Unicycle Trading Company
- ------------------------------------- ------------------------------------
Atid Limited Partnership Yadin Kaufmann
- ------------------------------------- ------------------------------------
Charles Banov Manakin Investments B.V.
- ------------------------------------- ------------------------------------
Hugo Kaufmann Crompton Ltd.
- -------------------------------------
Dan Tolkowsky
