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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
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GALILEO TECHNOLOGY LTD.
(Name of Issuer)
ORDINARY SHARES, PAR VALUE 0.01 NEW ISRAELI SHEKELS M47298100
(Title of class of securities) (CUSIP number)
YAAKOV SHIMONI
26 BEN ZAKKAI STREET
BNEI BRAK, 51482, ISRAEL
011-972-3-619-3455
(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 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-(g), check the
following box.[ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "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 6 Pages)
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NY2:\974873\03\47312.0006
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CUSIP No. M47298100 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON Yaakov Shimoni
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
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NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 10,191,978
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 10,191,978
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.7%
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14 TYPE OF REPORTING PERSON: IN
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to
Ordinary Shares, par value 0.01 New Israeli Shekels per share (the "Issuer
Shares"), of Galileo Technology Ltd., a corporation formed under the laws of the
State of Israel (the "Company"). The principal executive offices of the Company
are located at Moshav Manof, D.N. Misgaf 20184, Israel.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement is being filed by Yaakov
Shimoni (the "Reporting Person"). The residential address of the Reporting
Person is 26 Ben Zakkai Street, Bnei Brak, 51482, Israel. The Reporting Person
is an independent arbitrator and a citizen of Israel.
(d) and (e). During the last five years, the Reporting Person
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in greater detail in Item 4 below, pursuant to
the Proxies (as defined below) the Reporting Person was granted proxies to vote
10,191,978 Issuer Shares (the "Proxy Shares") in connection with the Merger
Agreement (as defined below). The Reporting Person did not pay any consideration
in respect of the Proxies or the Proxy Shares.
ITEM 4. PURPOSE OF THE TRANSACTION.
On October 16, 2000 the Company, Marvell Technology Group
Ltd., a Bermuda corporation ("Marvell"), and Toshack Acquisitions Ltd., an
Israeli corporation and wholly-owned subsidiary of Marvell ("Acquisition"),
entered into an Agreement of Merger (the "Merger Agreement") which provides for
the merger of Acquisition with and into the Company, with the Company becoming a
wholly-owned subsidiary of Marvell, upon the terms and subject to the conditions
contained in the Merger Agreement (the "Merger"). Concurrently with the
execution and delivery of the Merger Agreement, and as an inducement for Marvell
to enter into the Merger Agreement, Avigdor Willenz (the Chairman and Chief
Executive Officer of the Company) and Manuel Alba (a director of the Company and
President of the Company's U.S. subsidiary) each executed and delivered an
Irrevocable Proxy in the form attached as an exhibit to this Statement (the
"Proxies"). Pursuant to the Proxies, each of Messrs. Willenz and Alba severally
irrevocably appointed the Reporting Person as his attorney and proxy, with full
power of substitution and resubstitution, to, at any time during the Proxy
Period (as defined below), vote all of his Subject Securities (as defined below)
(i) in favor of the Merger and the other related transactions, the adoption and
approval of the terms of the Merger Agreement and in favor of the transactions
and each of the other actions contemplated by the Merger Agreement and the
Merger, and (ii) against any Acquisition Proposal (as defined below) and any
related transaction or agreement.
Messrs. Willenz and Alba remain entitled to vote the Subject
Securities on all other matters.
Except as set forth above, the Reporting Person has no plans
or proposals that would result in or relate to any of the matters set forth in
subparagraphs (a) though (j) of Item 4 of Schedule 13D.
As used herein, the following capitalized terms have the
meanings respectively ascribed to them below:
"Acquisition Proposal" means, other than the Merger, any
proposal or inquiry that constitutes, or may reasonably be expected to lead to
an Acquisition Transaction. The term "Acquisition Transaction" means any
acquisition or purchase of a substantial amount of assets of, or any equity
interest in, the Company, or any merger, consolidation, business combination,
amalgamation, arrangement, recapitalization, liquidation, dissolution, or
similar transaction involving the Company or any of its subsidiaries or any
other material corporate transactions the consummation of which would, or could
reasonably be expected to, impede, interfere with, prevent or materially delay
the Merger.
"Proxy Period" means the period beginning on October 16, 2000
and ending on the earlier of (i) the date upon which the Merger Agreement is
validly terminated and (ii) the date upon which the Merger becomes effective.
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"Subject Securities" means, with respect to each of Messrs.
Willenz and Alba, (i) all issued and outstanding Issuer Shares owned of record
by such person on October 16, 2000 and (ii) any and all other Issuer Shares
which such person may acquire beneficially or of record after October 16, 2000.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, by virtue of the Proxies
the Reporting Person may be deemed to beneficially own 10,191,978 Issuer Shares,
representing approximately 23.7% of the issued and outstanding Issuer Shares.
The Reporting Person disclaims beneficial ownership of such Issuer Shares for
all purposes other than as provided pursuant to the Proxies.
(b) See the information set forth in Item 4 above. By virtue
of the Proxies, the Reporting Person has shared power to vote or direct the vote
of 10,191,978 Issuer Shares. The Reporting Person's power to vote or to direct
the vote is shared with Avigdor Willenz with respect to 8,806,478 of such Issuer
Shares and with Manuel Alba with respect to 1,385,500 of such Issuer Shares.
(c) Except as set forth in this Statement, no transactions in
Issuer Shares were effected by the Reporting Person during the past 60 days.
(d) Avigdor Willenz (as to 8,806,478 of the Proxy Shares) and
Manuel Alba (as to 1,385,500 of the Proxy Shares) have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Proxy Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except for the Proxies, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Person and any other person with respect to any Issuer Shares, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit is filed herewith:
1. Form of Irrevocable Proxy
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: October 25, 2000
/s/ Yaakov Shimoni
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1. Form of Irrevocable Proxy
