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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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Galileo Technology Ltd.
(NAME OF ISSUER)
Ordinary Shares, 0.01 New Israeli Shekels par value
(TITLE OF CLASS OF SECURITIES)
M47298100
(CUSIP NUMBER)
Matthew Gloss,
Marvell Semiconductor, Inc.
645 Almanor Ave.,
Sunnyvale, CA 94086
(408) 222-2500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
October 16, 2000
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-l(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, should be filed with the
Commission. See Section 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.)
(Continued on following pages)
(Page 1 of 8 Pages)
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CUSIP No. M47298100 13D Page 2 of 8 Pages
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(1) Name of Reporting Persons: Marvell Technology Group Ltd.
I.R.S. Identification Nos. of above persons (entities only): 77-0481679.
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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):
WC and/or OO
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(5) Check Box 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:
Bermuda
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(7) Sole Voting
NUMBER OF SHARES Power 5,371,720*
BENEFICIALLY OWNED -----------------------------------------------
BY EACH REPORTING (8) Shared Voting
PERSON WITH Power N/A
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(9) Sole Dispositive
Power 5,371,720*
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(10) Shared Dispositive
Power N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,371,720*
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ]
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(13) Percent of Class Represented by Amount in Row (11):
12.5%
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(14) Type of Reporting Person (See Instructions):
CO
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* Or such other number of ordinary shares of the Issuer as equals 12.5% of
the outstanding Issuer ordinary shares immediately prior to the time of
exercise.
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CUSIP No. M47298100 13D Page 3 of 8 Pages
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This Amendment No. 1 amends and supplements the statement on
Schedule 13D (the "Statement"), filed on October 25, 2000 by
Marvell Technology Group Ltd. ("Marvell" or the "Reporting
Person"), with respect to its beneficial ownership of ordinary
shares pursuant to an option issued by Galileo Technology Ltd.,
an Israeli corporation (the "Issuer").
ITEM 1. SECURITY AND ISSUER
This Statement relates to ordinary shares, par value 0.01 New
Israeli Shekels per share ("Issuer Shares"), of the Issuer.
The address of the Issuer's principal executive offices is
Moshav Manof, D.N. Misgaf 20184, Israel.
Responses to each item of this Statement are qualified in their
entirety by the provisions of the Exhibits hereto.
ITEM 2. IDENTITY AND BACKGROUND
Name of Reporting Person: Marvell Technology Group Ltd.
Place of Organization: Bermuda
Principal Business: Design of integrated circuits for
mixed-signal and digital-signal processing for the high-speed,
high-density, digital data storage and broadband digital data
networking markets.
Address of Principal Business and Office: Address in Bermuda: at
Richmond House, 3rd Floor, #12 Par la Ville Road, Hamilton, HM
DX Bermuda. The address of Marvell's wholly-owned United States
subsidiary is Marvell Semiconductor, Inc., 645 Alamanor Avenue,
Sunnyvale, California 94086.
(d) and (e). During the last five years, Marvell has not (i)
been convicted in a criminal proceeding or (ii) been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation
with respect to such laws.
Attached hereto as Appendix A is information required by this
Item 2 with respect to the executive officers and directors of
Marvell. All such individuals are U.S. citizens, except as
otherwise indicated on Appendix A.
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CUSIP No. M47298100 13D Page 4 of 8 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information contained in Item 4 is incorporated herein by
this reference.
(a) Marvell has an option to purchase 5,371,720 Issuer
Shares (or such other number of Issuer Shares as equals
12.5% of the outstanding Issuer Shares immediately prior
to the time of exercise.)
Except as set forth in this Statement and Appendix A, to
the knowledge of Marvell, none of the persons listed in
Appendix A beneficially owns any of the Issuer Shares.
(b) Assuming exercise of the option, subject to the Issuer's
right, under certain conditions, to purchase the Option
Shares, Marvell will have sole dispositive and voting
power over all of the shares it elects to purchase under
the Option Agreement.
(c) There have been no transactions in the Issuer Shares by
Marvell during the past 60 days. Except as set forth in
this Statement and Appendix A, to the knowledge of
Marvell, none of the persons listed in Appendix A has
affected any transactions in the Issuer Shares in the
past 60 days.
(d) Subject to the Issuer's right, under certain conditions,
to purchase the Option Shares, and subject to the
limitation on Marvell's Total Profit (as defined in the
Option Agreement), no other person, including the
persons listed in Appendix A, has the right to receive
or the power to direct the receipt of dividends from, or
the proceeds of sale of, securities covered by this
Statement.
(e) Not applicable.
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CUSIP No. M47298100 13D Page 5 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of her knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated as of October 30, 2000
MARVELL TECHNOLOGY GROUP LTD.
By: /s/ Weili Dai
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Name: Weili Dai
Title: Executive Vice President
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CUSIP No. M47298100 13D Page 6 of 8 Pages
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Appendix A
DIRECTORS AND EXECUTIVE OFFICERS OF MARVELL
The following is a list of all directors and executive officers of Marvell and
certain other information with respect to each such person. All such persons,
with the exception of Herbert Chang, are United States citizens. To the
knowledge of Marvell, no such person, during the last five years, has (i) been
convicted in a criminal proceeding or (ii) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
Name: Dr. Sehat Sutardja
Mr. Sehat Sutardja is President, Chief Executive Officer and
Co-Chairman of the Board of Marvell. In addition, he is
President, Chief Executive Officer and a director of Marvell
Semiconductor, Inc. Mr. Sutardja's business address is Marvell
Semiconductor, Inc., 645 Almanor Ave., Sunnyvale, CA 94086.
Name: Weili Dai
Ms. Dai is Executive Vice President, and a director of Marvell.
In addition, she is Executive Vice President and a director of
Marvell Semiconductor, Inc. Ms. Dai's business address is
Marvell Semiconductor, Inc., 645 Almanor Ave., Sunnyvale, CA
94086.
Name: Dr. Pantas Sutardja
Mr. Pantas Sutardja is Vice President and a director of Marvell.
In addition, he is Chief Technology Officer and a director of
Marvell Semiconductor, Inc. Mr. Sutardja's business address is
Marvell Semiconductor, Inc., 645 Almanor Ave., Sunnyvale, CA
94086.
Name: George Hervey
Mr. Hervey is Vice President of Finance and Chief Financial
Officer of Marvell. Mr. Hervey's business address is Marvell
Semiconductor, Inc., 645 Almanor Ave., Sunnyvale, CA 94086. To
the knowledge of Marvell, a description of all transactions
effected by Mr. Hervey in the past 60 days and his beneficial
ownership of shares of the Issuer are set forth on Attachment 1
to this Appendix.
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CUSIP No. M47298100 13D Page 7 of 8 Pages
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Name: Diosdado P. Banatao
Mr. Banatao is Co-Chairman of the Board of Marvell and a partner
in Mayfield Fund, a venture capital fund. Mr. Banatao's business
address is 635 Waverley Street, Palo Alto, CA 94301.
Name: Herbert Chang
Mr. Chang is a director of Marvell and President of InveStar
Capital, Inc., a technology venture capital management firm
based in Taiwan. Mr. Chang's business address is 3600 Pruneridge
Avenue, Santa Clara, CA 95051. Mr. Chang is a citizen of Taiwan
(ROC).
Name: John M . Cioffi
Mr. Cioffi is a director of Marvell and a professor of
Electrical Engineering at Stanford University. Mr. Cioffi's
business address is 1540 Oak Space Creek #304, Palo Alto,
CA 94304.
Name: Paul R. Gray
Mr. Gray is a director of Marvell and Dean of the College of
Engineering at the University of California at Berkeley and
Executive Vice Chancellor and Provost. Mr. Gray's residential
address is 63 La Cruesta, Orinda, CA 94536.
Name: Ron Verdoorn
Mr. Verdoorn is a director of Marvell and Executive Vice
President of Manufacturing for Affymetrix, Inc., a company
specializing in the development of technology for acquiring and
managing complex genetic information for use in biomedical
research, genomics and clinical diagnostics. Mr. Verdoorn's
residential address is 18850 Bella Vina, Saratoga, CA 95070.
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CUSIP No. M47298100 13D Page 8 of 8 Pages
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Attachment 1
to
Appendix A
Set forth below are exercises of options of the Issuer effected by Mr. George
Hervey in the past 60 days. The options were granted to Mr. Hervey during the
period Mr. Hervey was an officer of the Issuer from March 1997 to April 2000 and
would have terminated 6 months after Mr. Hervey left his employment at the
Issuer had they not been exercised. Where indicated below, the shares of the
Issuer purchased upon exercise of the options were sold on the date of exercise
in broker transactions at market prices.
<TABLE>
<CAPTION>
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DATE OF SALE NO. SHARES EXERCISE PRICE SALE PRICE
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<S> <C> <C> <C>
8/28/00 400 $16.6875 $27.2500
8/28/00 3,498 $16.6875 $26.8750
8/28/00 4,000 $ 5.6250 $26.8750
9/7/00 3,000 $ 5.6250 $28.3125
9/7/00 2,000 $16.6875 $28.3125
9/11/00 24,330 $ 3.5000
9/13/00 3,500 $ 3.5000 $26.0000
9/13/00 6,000 $16.6875 $26.0000
9/13/00 18,670 $16.6875
9/18/00 12,000 $ 5.6250
</TABLE>
No. of shares acquired: 77,398
No. of shares sold: 22,398
Mr. Hervey owns 112,000 shares of the Issuer. He no longer holds any options to
purchase shares of the Issuer.
