UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
LanguageWare.net (Company) Ltd.
(Name of Issuer)
Ordinary Shares, NIS .01 nominal value per share
(Title of Class of Securities)
MO1575105
(CUSIP Number)
January 14, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 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).
Page 1 of 9 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. MO1575105 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Technology Fund Pte Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 6,420,249
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 8 SHARED DISPOSITIVE POWER
WITH 6,420,249
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,420,249
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
12 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. MO1575105 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Technology Fund II Pte Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 4,577,881
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
PERSON 8 SHARED DISPOSITIVE POWER
WITH 4,577,881
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,577,881
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
12 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. MO1575105 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Venture TDF Pte Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,526,678
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 10,998,130
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,526,678
PERSON 8 SHARED DISPOSITIVE POWER
WITH 10,998,130
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,524,808
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.4%
12 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(A). NAME OF ISSUER
LanguageWare.net (Company) Ltd. ("Issuer")
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
28 Pierre Koenig Street
Jerusalem 91530 Israel
ITEM 2(A). NAME OF PERSONS FILING
Technology Fund Pte Ltd. ("Tech Fund")
Technology Fund II Pte Ltd. ("Tech Fund II")
Venture TDF Pte Ltd. ("Venture TDF")
Venture TDF, Tech Fund and Tech Fund II are filing this
Statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1).
Attached to this Statement as Exhibit A is the Joint Filing
Agreement of Venture TDF, Tech Fund and Tech Fund II pursuant to
Rule 13d-1(k)(1)(iii).
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE
The principal business office of each of Tech Fund,
Tech Fund II and Venture TDF is located at:
9 Scotts Road
#06-01 Pacific Plaza
Singapore 228210
ITEM 2(C). CITIZENSHIP
Tech Fund - Singapore
Tech Fund II - Singapore
Venture TDF - Singapore
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Ordinary Shares, NIS .01 nominal value per share (the "Shares").
ITEM 2(E). CUSIP NUMBER
MO1575105
Page 5 of 9 Pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15
of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [ ] Insurance company defined in Section 3(a)(19)
of the Exchange Act;
(d) [ ] Investment company registered under Section 8
of the Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. [X]
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
Venture TDF, as the investment manager of Tech Fund and
Tech Fund II, may be deemed to share with Tech Fund and Tech Fund
II the power to vote or direct the vote and to dispose or to
direct the disposition of the 10,998,130 Ordinary Shares of
Issuer of which Tech Fund and Tech Fund II are direct beneficial
owners as of January 14, 2000. Included in such number of Shares
are 860,146 Shares which Tech Fund II and Venture TDF, as the
investment manager of Tech Fund II, have the right to acquire
beneficial ownership of within 60 days of January 14, 2000. In
addition, Venture TDF has the right to acquire 2,526,678 Shares
within 60 days of January 14, 2000.
(b) Percent of Class
As determined pursuant to Rule 13d-3 of the Act:
(i) Tech Fund may be deemed to be the beneficial owner of an
aggregate of 6,420,249 Shares, which constitute approximately
9.7% of the outstanding Shares; (ii) Tech Fund II may be deemed
to be the beneficial owner of an aggregate of 4,577,881 Shares,
which constitute approximately 6.8% of the outstanding Shares;
(iii) Venture TDF may be deemed to be the beneficial owner of an
aggregate of 13,524,808 Shares, which constitute approximately
19.4% of the outstanding Shares.
(c) Number of shares as to which such person has:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
Tech Fund-None
Page 6 of 9 Pages
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Tech Fund II-None
Venture TDF-2,526,678
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
Tech Fund-6,420,249
Tech Fund II-4,577,881
Venture TDF-10,998,130
(iii)SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
Tech Fund-None
Tech Fund II-None
Venture TDF-2,526,678
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
Tech Fund-6,420,249
Tech Fund II-4,577,881
Venture TDF-10,998,130
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATIONS
By signing below each of the undersigned certifies
that, to the best of his or its knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Page 7 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's respective knowledge and belief, each of the
undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 24, 2000
Venture TDF Pte Ltd.
By: /s/ Thomas Ng
Name: Thomas Ng
Title: Director
Technology Fund Pte Ltd.
By: /s/ Thomas Ng
Name: Thomas Ng
Title: Director
Technology Fund II Pte Ltd.
By: /s/ Thomas Ng
Name: Thomas Ng
Title: Director
Page 8 of 9 Pages
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned hereby agree to jointly prepare and
file with regulatory authorities a Schedule 13G and any future
amendments thereto reporting each of the undersigned's ownership
of securities of LanguageWare.net (Company) Ltd. and hereby
affirm that such Schedule 13G is being filed on behalf of each of
the undersigned.
Date: January 24, 2000
Venture TDF Pte Ltd.
By: /s/ Thomas Ng
Name: Thomas Ng
Title: Director
Technology Fund Pte Ltd.
By: /s/ Thomas Ng
Name: Thomas Ng
Title: Director
Technology Fund II Pte Ltd.
By: /s/ Thomas Ng
Name: Thomas Ng
Title: Director
Page 9 of 9 Pages
