SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
LANOPTICS LTD.
--------------
(Name of Issuer)
Ordinary Shares, nominal value, NIS 0.02 per share
(Title of Class of Securities)
M6706C
------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 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 Rule 13d-1(e), 13d-1(f) or 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 13d-7(b) 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 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 page(s)
Page 1 of 23 Pages
Exhibit Index: Page 20
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 2 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
COMSOR VENTURE FUND (f/k/a COMSOR TRADING FUND LDC)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
0
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 1,200,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
17.02%
14 Type of Reporting Person*
OO
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 3 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
CTI CAPITAL CORP.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
44,000
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 44,000
With
10 Shared Dispositive Power
1,200,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,244,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
17.64%
14 Type of Reporting Person*
CO
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 4 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
COMVERSE TECHNOLOGY, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
257,000
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 257,000
With
10 Shared Dispositive Power
1,200,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,457,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
20.66%
14 Type of Reporting Person*
CO
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 5 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
c. [_]
d. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
0
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,200,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
17.02%
14 Type of Reporting Person*
OO; IV
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 6 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
e. [_]
f. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
0
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,200,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
17.02%
14 Type of Reporting Person*
PN; IA
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 7 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
g. [_]
h. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
0
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,200,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
17.02%
14 Type of Reporting Person*
CO
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 8 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,200,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
17.02%
14 Type of Reporting Person*
IA
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 9 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,200,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
17.02%
14 Type of Reporting Person*
OO; IA
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 10 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
STANLEY F. DRUCKENMILLER
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 11 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
ZVI ALEXANDER
2 Check the Appropriate Box If a Member of a Group*
i. [_]
j. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Israel
7 Sole Voting Power
0
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
241,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
241,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
3.69%
14 Type of Reporting Person*
IN
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. M6706C Page 12 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
RACHEL ALEXANDER
2 Check the Appropriate Box If a Member of a Group*
k. [_]
l. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Israel
7 Sole Voting Power
0
Number of Shares
Beneficially 8 Shared Voting Power
Owned By 3,714,758 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
241,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
241,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
3.69%
14 Type of Reporting Person*
IN
----
/1/ See Items 3 and 4 of the Initial Statement and Item 5 hereof.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 23 Pages
This Amendment No. 1 to Schedule 13D relates to the Ordinary
Shares, nominal value NIS 0.02 per share (the "Shares"), of LanOptics Ltd. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D, dated June 1, 1999 (the "Initial Statement"), filed by the
Reporting Persons. This Amendment No. 1 is being filed by the Reporting Persons
to report that, as of July 1, 2000, Mr. Druckenmiller ceased to be the Lead
Portfolio Manager of, and is no longer employed by, SFM LLC, and accordingly no
longer may be deemed the beneficial owner of the securities reported herein.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Initial Statement. The Initial Statement is supplementally
amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Comsor Venture Fund (f/k/a Comsor Trading Fund LDC)
("Purchaser");
ii) CTI Capital Corp. ("CTI");
iii) Comverse Technology, Inc. ("Comverse");
iv) Quantum Industrial Partners LDC ("QIP");
v) QIH Management Investor, L.P. ("QIHMI");
vi) QIH Management, Inc. ("QIH Management");
vii) Soros Fund Management LLC ("SFM LLC");
viii) Mr. George Soros ("Mr. Soros");
ix) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
x) Mr. Zvi Alexander ("Mr. Alexander"); and
xi) Ms. Rachel Alexander ("Ms. Alexander").
This Statement relates to the Shares held for the accounts of the
Purchaser, CTI, Comverse and Mr. Alexander and Ms. Alexander.
<PAGE>
Page 14 of 23 Pages
The Reporting Persons
Effective as of July 1, 2000, Mr. Druckenmiller ceased to be the
Lead Portfolio Manager of, and is no longer employed by, SFM LLC. Mr.
Druckenmiller no longer may be deemed to have investment discretion over the
securities held for the account of the Purchaser. As a result, Mr. Druckenmiller
no longer may be deemed the beneficial owner of securities held for the account
of the Purchaser, and, as of July 1, 2000, is no longer a Reporting Person.
Effective as of July 1, 2000, as a result of a reorganization of
SFM LLC, the Management Committee has been eliminated and there are no longer
any Managing Directors. The business of SFM LLC is managed by Mr. Soros, in his
capacity as Chairman and President.
Set forth in Annex A hereto, and incorporated herein by
reference, is updated information concerning the identity and background of the
current directors and officers of QIP and QIH Management.
Information contained herein concerning QIP, QIHMI, QIH
Management, SFM LLC, Mr. Soros and Mr. Druckenmiller has been provided by SFM
LLC. The Purchaser, CTI, Mr. Alexander and Ms. Alexander assume no
responsibility for such information. Information contained herein concerning
CTI, Mr. Alexander and Ms. Alexander has been provided by each such Reporting
Person. The Purchaser, QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr.
Druckenmiller disclaim any and all responsibility for such information.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of the number of Shares set forth in Item 11 of such Reporting Person's
Cover Page.
(b) (i) The Purchaser may be deemed to have sole power to direct
the disposition of the 1,200,000 Ordinary Shares and Warrants beneficially owned
by the Purchaser.
(ii) Each of CTI, Comverse, QIP, QIHMI, QIH Management, SFM
LLC and Mr. Soros may be deemed to have shared power to direct the disposition
of the 1,200,000 Ordinary Shares and Warrants beneficially owned by the
Purchaser.
(iii)CTI may be deemed to have the sole power to vote and
the sole power to direct the disposition of 44,000 Ordinary Shares directly held
for the account of and beneficially owned by CTI, and the shared power to direct
the disposition of the 600,000 Ordinary Shares and Warrants to acquire an
additional 600,000 Ordinary Shares beneficially owned by the Purchaser.
(iv) Comverse may be deemed to have the sole power to vote
and the sole power to direct the disposition of 257,000 Ordinary Shares directly
held for the accounts of and beneficially owned by Comverse and CTI, and the
shared power to direct the disposition of the 600,000 Ordinary Shares and
Warrants to acquire an additional 600,000 Ordinary Shares beneficially owned by
the Purchaser.
<PAGE>
Page 15 of 23 Pages
(v) Mr. and Mrs. Alexander may be deemed to have shared
power to direct the disposition of the 166,000 Ordinary Shares and Warrants to
acquire an additional 75,000 Ordinary Shares and Warrants beneficially owned by
Mr. and Ms. Alexander.
(vi) By virtue of the relationships between and among the
Reporting Persons described in Item 2 of the Initial Statement on Schedule 13D
and pursuant to the terms of the Voting Agreement, each of the Reporting Persons
may be deemed to share the power to direct the voting of 3,714,758 Ordinary
Shares and Warrants beneficially owned by the Reporting Persons, On Lake and the
Major Shareholders. This amount includes 91,000 Ordinary Shares currently held
by Mr. and Ms. Alexander and 2,173,758 Ordinary Shares believed to be held by
the Major Shareholders and does not include the Ordinary Shares held directly
for the accounts of CTI and Comverse.
Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros
expressly disclaims beneficially ownership of any Ordinary Shares or Warrants
held directly for the accounts of On Lake, Mr. and Ms. Alexander and the Major
Shareholders. Each of CTI and Comverse expressly disclaims beneficial ownership
of any Ordinary Shares or Warrants held directly for the accounts of On Lake,
Mr. and Ms. Alexander and the Major Shareholders. Mr. and Ms. Alexander
expressly disclaim beneficial ownership of any Ordinary Shares or Warrants held
directly for the accounts of On Lake, CTI, Comverse, the Purchaser and the Major
Shareholders.
(c) Except for the transactions listed on Annex B hereto,
all of which were effected in the over-the-counter market in routine brokerage
transactions, there have been no transactions effected with respect to the
Shares since May 14, 2000 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) CTI and QIP have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Securities held for
the account of the Purchaser in accordance with their ownership interests in the
Purchaser.
(e) As of July 1, 2000, Mr. Druckenmiller ceased to be the
beneficial owner of more than five percent of the Shares.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 16 of 23 Pages
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.
Date: July 13, 2000
COMSOR VENTURE FUND
By: /S/ J. ("KOBI") ALEXANDER
---------------------------------------
J. ("Kobi") Alexander
Director
CTI CAPITAL CORP.
By: /S/ J. ("KOBI") ALEXANDER
---------------------------------------
J. ("Kobi") Alexander
Chairman
COMVERSE TECHNOLOGY, INC.
By: /S/ J. ("KOBI") ALEXANDER
---------------------------------------
J. ("Kobi") Alexander
Chairman
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ RICHARD D. HOLAHAN, JR.
----------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ RICHARD D. HOLAHAN, JR.
---------------------------------------
Richard D. Holahan, Jr.
Secretary
<PAGE>
Page 17 of 23 Pages
QIH MANAGEMENT, INC.
By: /S/ RICHARD D. HOLAHAN, JR.
---------------------------------------
Richard D. Holahan, Jr.
Secretary
SOROS FUND MANAGEMENT LLC
By: /S/ RICHARD D. HOLAHAN, JR.
---------------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
---------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ RICHARD D. HOLAHAN, JR.
---------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
ZVI ALEXANDER
/S/ ZVI ALEXANDER
----------------------------------------------
RACHEL ALEXANDER
/S/ RACHEL ALEXANDER
----------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
Page 18 of 23 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curacao,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Limited Administrative services Citco Building
Secretary Wickhams Cay
(British Virgin Islands) Road Town
Tortola
British Virgin Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Frank V. Sica Managing Partner of Soros Private Equity 888 Seventh Avenue
Director and President Partners LLC 28th Floor
(United States) New York, NY 10106
Michael C. Neus Deputy General Counsel of SFM LLC and 888 Seventh Avenue
Director and Vice President General Counsel of Soros Private Funds 33rd Floor
(United States) Management LLC New York, NY 10106
Eve Mongiardo Chief Financial Officer of 888 Seventh Avenue
Director and Treasurer Soros Private Funds Management LLC 28th Floor
(United States) New York, NY 10106
Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue
Secretary SFM LLC 33rd Floor
(United States) New York, NY 10106
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements, understandings or relationships with respect
to the Shares.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page 19 of 23 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
LANOPTICS LTD.
Date of Nature of Number of
For the Account of Transaction Transaction Securities Price
------------------ ----------- ----------- ---------- -----
<S> <C> <C> <C> <C>
Mr. Alexander/Ms. Alexander 6/15/00 SALE 1,400 $16.500
Mr. Alexander/Ms. Alexander 6/15/00 SALE 900 $16.500
Mr. Alexander/Ms. Alexander 6/15/00 SALE 2,500 $16.250
Mr. Alexander/Ms. Alexander 6/15/00 SALE 2,500 $16.250
Mr. Alexander/Ms. Alexander 6/16/00 SALE 1,000 $15.500
Mr. Alexander/Ms. Alexander 6/16/00 SALE 1,500 $15.500
Mr. Alexander/Ms. Alexander 6/20/00 SALE 2,500 $15.937
</TABLE>
<PAGE>
Page 20 of 23 Pages
EXHIBIT INDEX
Page No.
--------
9. Power of Attorney, dated as of January 27, 2000, granted by
Mr. George Soros in favor of Mr. Michael C. Neus and Mr.
Richard D. Holahan, Jr...................................... 21
10. Power of Attorney, dated as of January 27, 2000, granted by
Mr. Stanley F. Druckenmiller in favor of Mr. Michael C. Neus
and Mr. Richard D. Holahan, Jr. ............................ 22
11. Power of Attorney, dated as of January 24, 2000, granted by
Quantum Industrial Partners LDC in favor of Mr. Michael C.
Neus and Mr. Richard D. Holahan, Jr......................... 23
