SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement under Section
14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
RiT
TECHNOLOGIES LTD.
(Name of
Subject Company (Issuer))
STINS
COMAN INCORPORATED
(Name of
Filing Person (Offeror))
ORDINARY SHARES, PAR VALUE NIS 0.1 PER
SHARE
(Title of
Class of Securities)
M8215N
10 9
(CUSIP
Number of Class of Securities)
STINS COMAN INCORPORATED
Pervomayskaya
Street, 126
Moscow 105203 Russia
Tel:
011-7-495-231-3040
Fax:
011-7-495-465-9034
(Name,
address and telephone numbers of person authorized to receive
notices
and communications on behalf of filing persons)
With
copies to:
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Michael
Orion, Adv.
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Andrea
I. Weinstein, Esq.
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72
Weizman Street
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Schonfeld
& Weinstein, L.L.P.
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Tel-Aviv
62308, Israel
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80
Wall Street, Suite 815
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(972)
3-544-1937
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New
York, New York 10005
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(212)
344-1600
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CALCULATION OF FILING FEE
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Transaction
Valuation*
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Amount
of Filing Fee**
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$631,308
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$24.81
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* Estimated
for purposes of calculating the amount of the filing fee only. This calculation
assumes the purchase of 734,079 ordinary shares, par value NIS 0.1 per share
(the “Shares”), of RiT Technologies Ltd. (“RiT”) at a purchase price
of $0.86 per share.
** The
amount of the filing fee, calculated in accordance with Regulation 240.0-11 of
the Securities Exchange Act of 1934, as amended, by multiplying the transaction
valuation by 0.0000393.
o
Check the box if any part of the fee
is offset as provided by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid: None
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Form
or Registration No.: Not Applicable.
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Filing
Party: Not Applicable
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Date
Filed: Not Applicable.
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o
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Check the box if the filing
relates solely to preliminary communications made before the commencement
of a tender offer.
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Check
the appropriate boxes below to designate any transaction to which the
statement relates:
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x
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third-party tender offer
subject to Rule 14d-1
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o
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issuer tender offer subject to
Rule 13e-4
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o
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going-private transaction
subject to Rule 13e-3
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o
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amendment to Schedule 13D under
Rule 13d-2
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Check the following box if the
filing is a final amendment reporting the results of the tender offer:
o
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This
Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by Stins
Coman Incorporated (the "Purchaser"), and relates to the offer by the Purchaser
to purchase 734,079 Shares, or such greater number of Shares that will represent
5% of the total voting rights of RiT outstanding as of the expiration of the
offer, at the price of $0.86 per Share, net to the seller in cash, less any
required withholding taxes and without interest, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated May 2,
2008 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and
(a)(1)(B), respectively (which, together with any amendments or supplements
thereto, collectively constitute the "Offer").
This
Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1
under the Securities Exchange Act of 1934, as amended. Pursuant to General
Instruction F to Schedule TO, the information contained in the Offer to Purchase
and the Letter of Transmittal is incorporated herein by reference in response to
all of the items of this Schedule TO as more particularly described below.
Capitalized terms used herein but not otherwise defined have the meaning
ascribed to such terms in the Offer to Purchase.
ITEM
1. SUMMARY TERM SHEET.
The
information set forth under "Summary Term Sheet" in the Offer to Purchase is
incorporated herein by reference.
ITEM
2. SUBJECT COMPANY INFORMATION.
(a) The
information set forth in Section 8 ("Information Concerning RiT") of the Offer
to Purchase under the heading "The Tender Offer" is incorporated herein by
reference.
(b) This
schedule TO relates to 5% of the outstanding ordinary shares par value NIS 0.1,
of RiT. Based on information presented by RiT, as of May 2, 2008, there were
14,681,574 ordinary shares outstanding. The information set forth under
"Introduction" in the Offer to Purchase is incorporated herein by
reference.
(c) The
shares are traded on the Nasdaq Capital Market under the symbol “RITT.” The
information set forth under "Introduction," Section 6 ("Price Range of the
Shares; Dividends on the Shares") under the heading "The Tender Offer" and
Section 8 ("Information Concerning RiT") under the heading "The Tender Offer" in
the Offer to Purchase is incorporated herein by reference.
ITEM
3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a), (b)
and (c) The information set forth in the Offer to Purchase under "Introduction"
and Section 9 ("Information Concerning Purchaser") under the heading "The Tender
Offer" and Schedule I “Directors, Executive Officers and Control Persons of
Stins Coman” is incorporated herein by reference.
ITEM
4. TERMS OF THE TRANSACTION.
(a) The
information set forth in the following sections of the Offer to Purchase is
incorporated herein by reference:
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•
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"Background
to the Offer";
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•
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Section
1 ("Terms of the Offer; Proration, Expiration
Date");
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•
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Section
2 ("Acceptance for Payment and
Payment");
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•
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Section
3 ("Procedures for Tendering Shares or Notifying Us of Your Objection to
this Offer");
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•
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Section
4 ("Withdrawal Rights");
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•
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Section
5 ("Material U.S. Federal Income Tax and Israeli Income Tax
Consequences");
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•
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Section
7 ("Effects of the Offer on the Market for Shares; Registration under the
Exchange Act");
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•
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Section
10 ("Sources and Amount of Funds");
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•
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Section
12 ("Conditions of the Offer"); and
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•
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Section
13 ("Legal Matters and Regulatory
Approvals").
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The information set forth in the Letter
of Transmittal and the Notice of Objection, copies of which are attached hereto
as Exhibits (a)(1)(B) and (a)(1)(G), is also incorporated herein by
reference.
ITEM
5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)(1)
Other than the transactions described in Item 5(b) below, during the past two
years neither Stins Coman nor any of its officers, directors or control persons
as listed in Schedule I of the Offer to Purchase has entered into any
transaction with RiT or its affiliates that are not natural persons except the
Stock Purchase Agreement dated March 27, 2008 by and between Stins Coman and
Yehuda Zisapel, Zohar Zisapel and Meir Barel.
(a)(2)
Other than the transaction described in Item 5(b) below, during the past two
years neither Stins Coman nor any of the persons listed on Schedule I of the
Offer to Purchase has entered into any transaction or similar transactions with
any executive officer, director or control person of RiT that is a natural
person that exceeds $60,000 except the Stock Purchase Agreement dated March 27,
2008 by and between Stins Coman and Yehuda Zisapel, Zohar Zisapel and Meir
Barel;
(b) The
information set forth in the Offer to Purchase under "Introduction," "Background
to the Offer" and Section 9 under the heading "The Tender Offer" ("Information
Concerning Purchaser") is incorporated herein by reference.
ITEM
6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The
information set forth in the Offer to Purchase under "Background to the Offer"
("Purpose of the Offer; Reasons for the Offer") and Section 9 ("Information
Concerning Purchaser") is incorporated herein by reference.
(c) (1)
through (7) The information set forth in the Offer to
Purchase under "Background to the Offer" ("Plans for RiT after the Offer;
Effects of the Offer") and Section 9 ("Information Concerning Purchaser") is
incorporated herein by reference.
ITEM
7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b)
and (d) The information set forth in the Offer to Purchase under Section 10
("Sources and Amount of Funds") is incorporated herein by
reference.
ITEM
8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and
(b) The information set forth in the Offer to Purchase under "Introduction,"
"Background to the Offer," Section 9 ("Information Concerning Purchaser") and
Schedule I is incorporated herein by reference.
ITEM
9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The
information set forth in the Offer to Purchase under Section 14 ("Fees and
Expenses") is incorporated herein by reference.
ITEM
10. FINANCIAL STATEMENTS.
Not
Applicable.
ITEM
11. ADDITIONAL INFORMATION.
(a) The
information set forth in the Offer to Purchase under "Background to the Offer"
("Purpose of the Offer; Reasons for the Offer," "Interest of Persons in the
Offer" and "Related Party Transactions"), Section 7 ("Effect of the Offer on the
Market for Shares; Registration Under the Exchange Act"), Section 9
("Information Concerning Purchaser"), Section 12 ("Certain Legal Matters;
Regulatory Approvals") and Section 13 ("Legal Matters and Regulatory Approvals")
is incorporated herein by reference. The Purchaser is not aware of any pending
material legal proceedings relating to the Offer.
(b) The
information set forth in the Offer to Purchase and the Letter of Transmittal is
incorporated herein by reference.
ITEM
12. EXHIBITS.
See
Exhibit Index following the signature page.
ITEM
13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not
Applicable.
SIGNATURE
After due
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.
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STINS
COMAN INCORPORATED
BY:
/S/ Boris Granovsky
——————————————
Boris
Granovsky
Chief
Executive Officer
STINS
COMAN Incorporated
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Dated:
May 2, 2008
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(a)(1)(A)
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Offer
to Purchase dated May 2, 2008.
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(a)(1)(B)
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Letter
of Transmittal.
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(a)(1)(C)
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Notice
of Guaranteed Delivery.
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(a)(1)(D)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(E)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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(a)(1)(F)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute
W-9.
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(a)(1)(G)
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Notice
of Objection.
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(a)(2)
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Text
of Press Release issued by the Subject Company on March 27, 2008 and filed
under cover of Schedule 14D-9C on March 27,
2008.
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(b) None.
(d) Share
Purchase Agreement between the Purchaser and Mr. Yehuda Zisapel, Mr. Zohar
Zisapel and Mr. Meir Barel, dated March 27, 2008.*
(g) Not
Applicable.
(h) Not
Applicable.
*
Previously filed as Exhibit 1 to Schedule 13D/A, filed by the Purchaser on March
31, 2008, and is incorporated herein by reference.
RIT Technologies (CE) (USOTC:RITT)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
RIT Technologies (CE) (USOTC:RITT)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024
