SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )
OPTIBASE LTD.
(Name of Issuer)
Ordinary Shares
---------------
(Title of Class of Securities)
M7524R108
(CUSIP Number)
Linda C. Williams, Esq.
Pillsbury Madison & Sutro LLP
50 Fremont Street
San Francisco, CA 94105
Telephone: (415) 983-7334
-------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 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 which 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. See Rule
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 the
disclosures provided in a prior cover page. The information required in 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 (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).
Page 1 of 7 Pages
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<TABLE>
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<S> <C> <C>
1. NAMES OF REPORTING PERSONS: JOHN KROOSS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): Not applicable
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
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OO
4. SOURCE OF FUNDS:
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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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U.S. CITIZEN
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
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944,723
7. SOLE VOTING POWER:
NUMBER OF
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SHARES 8. SHARED VOTING POWER:
BENEFICIALLY
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OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 944,723
REPORTING
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PERSON WITH 10. SHARED DISPOSITIVE POWER:
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 944,723
REPORTING PERSON:
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
John Krooss disclaims beneficial ownership of 104,968 Ordinary Shares
which are beneficially owned by a Trust for the benefit of his
children
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7.78%
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
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14. TYPE OF REPORTING PERSON: IN
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</TABLE>
Page 2 of 7 Pages
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ITEM 1. Security and Issuer.
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This Statement relates to ordinary shares, par value NIS 0.13 per
share ("Ordinary Shares"), of Optibase Ltd. (the "Issuer"). The
address of the Issuer's principal executive offices is 7 Shenkar St.,
P.O. Box 2170, Herzliya, 46210 Israel.
ITEM 2. Identity and Background.
-----------------------
This Statement is being filed by John Krooss, an
individual, whose principal occupation or employment is as
Chief Technology Officer of the Issuer. His principal
office address is 1750 Space Park Way, Mountain View, CA
94043. Mr. Krooss is a citizen of the United States of
America.
During the past five years, Mr. Krooss has not been (i)
convicted in any criminal proceeding; or (ii) been party to
any civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which Mr. Krooss
was or is subject to any 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.
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Pursuant to the Agreement and Plan of Reorganization, dated
as of December 1, 2000 (the "Merger Agreement"), filed as
Exhibit 1 to this Statement, by and among Issuer, Vodka
Acquisition Corp. ("Sub"), a Delaware corporation and a
wholly-owned subsidiary of Optibase Inc., which in turn is
a wholly-owned subsidiary of Issuer, Viewgraphics
Incorporated, a California S corporation (the "Company"),
John Krooss, an individual ("John Krooss"), and the Krooss
2000 Children's Trust, a California trust for the benefit
of the John Krooss's children, of which Anne Libbin is
trustee (the "Trust"), the Sub was merged with and into the
Company, the separate corporate existence of Sub ceased and
the Company continues as the surviving corporation and as a
wholly-owned subsidiary of Optibase Inc. (the "Merger"). On
December 4, 2000, as a result of the Merger John Krooss
received a total of 944,723 Ordinary Shares, of which
747,323 Ordinary Shares were placed in escrow pursuant to
the Escrow Agreement, dated as of December 4, 2000 (the
"Escrow Agreement"), filed as Exhibit 2 to this Statement,
by and among Issuer, John Krooss, the Company and American
Stock Transfer & Trust Company, as escrow agent and
transfer agent. The Trust received an aggregate of 104,968
Ordinary Shares, all of which were placed in escrow
pursuant to the provisions set forth in the Escrow
Agreement. Mr. Krooss disclaims beneficial ownership of the
Ordinary Shares received by the Trust.
Mr. Krooss entered into an Employment and Non-Competition Agreement,
Page 3 of 7 Pages
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dated as of December 4, 2000, which also contains transfer
restrictions on the Ordinary Shares to be distributed to Mr. Krooss.
The Merger Agreement provides that Mr. Krooss shall be a Director of
the Issuer. While Mr. Koss does not believe that he has acquired
the Ordinary Shares with any purpose, or with the effect of,
changing or influencing the control of the issuer, or in connection
with or as a participant in any transaction having that purpose or
effect, he is filing this report on Schedule 13D rather than
Schedule 13G because of his position as Director of the Issuer.
ITEM 4. Purpose of the Transaction.
--------------------------
Mr. Krooss will hold the Ordinary Shares as an investment.
In addition to the provisions of the Escrow Agreement, the
Ordinary Shares were issued pursuant to an exemption under
the Securities Act of 1933, and therefore are subject to
restrictions on public resale absent registration.
Depending on Mr. Krooss's evaluation of market conditions,
market price, alternative investment opportunities,
liquidity needs and other factors, Mr. Krooss will from
time to time explore opportunities for liquidating all or a
portion of the Ordinary Shares, subject to the limitations
described above, through one or more sales pursuant to
public or private offerings or otherwise. In such event,
Mr. Krooss may determine to retain some portion of the
Ordinary Shares as an investment.
ITEM 5. Interest in Securities of the Issuer.
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The information contained in Item 4 is incorporated herein
by this reference.
(a) Number of Shares Beneficially Owned: See Item 4
Right to Acquire:
Percent of Class:
(b) Sole Power to Vote, Direct the Vote of, or See Item 4
Dispose of Shares:
(c) Recent Transactions: Not applicable
(d) Rights with Respect to Dividends or Sales Not applicable
Proceeds:
(e) Date of Cessation of Five Percent Beneficial Not applicable
Ownership:
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
-----------------------------------
The information contained in Item 4 is incorporated herein
by reference. Exhibits 1 and 2 set forth the Merger
Agreement and the Escrow Agreement.
Page 4 of 7 Pages
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ITEM 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 Agreement and Plan of Reorganization
Exhibit 2 Escrow Agreement
Page 5 of 7 Pages
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SIGNATURE
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 as of December 13, 2000
--------------------------------------------
JOHN KROOSS
Page 6 of 7 Pages
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EXHIBIT INDEX
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Exhibit No. Document
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Exhibit 1 Agreement and Plan of Reorganization, dated as of December 1, 2000
Exhibit 2 Escrow Agreement, dated as of December 4, 2000
Page 7 of 7 Pages
