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
(Amendment
No. 2)
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:
|
Michael
Orion, Adv.
|
Andrea
I. Weinstein, Esq.
|
|
72
Weizman Street
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Schonfeld
& Weinstein, L.L.P.
|
|
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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|
|
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CALCULATION OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$631,308
|
$24.81
|
*
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.
x
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.
|
Amount
Previously Paid: $24.86
|
Form
or Registration No.: Schedule TO-T
|
|
Filing
Party: Stins Coman Incorporated
|
Date
Filed: May 5, 2008
|
|
o
|
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:
|
|
x
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third-party tender offer
subject to Rule 14d-1
|
|
o
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issuer tender offer subject to
Rule 13e-4
|
|
o
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going-private transaction
subject to Rule 13e-3
|
|
o
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amendment to Schedule 13D under
Rule 13d-2
|
|
Check the following box if the
filing is a final amendment reporting the results of the tender offer:
o
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-------------------------------------------------------------
This Amendment No. 2 (this "Amendment")
to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer
Statement on Schedule TO originally filed with the United States Securities and
Exchange Commission (the "Commission") by Stins Coman Incorporated (the
"Purchaser") on May 2, 2008, (the "Schedule TO") and amended and supplemented by
Amendment No. 1 thereto filed with the Commission on June 3, 2008. This
Amendment relates to the offer by the Purchaser to purchase 734,079 ordinary
shares, par value NIS 0.1 per share, or such greater number of shares that will
represent 5% of the total voting rights of RiT Technologies Ltd., a company
organized under the laws of the State of Israel ("RiT"), outstanding as of the
expiration of the offer, at $0.86 per share, net to the seller in cash, 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 the related Letter of
Transmittal, copies of which have been filed with the original Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any
amendments or supplements thereto, collectively constitute the "offer").
Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Offer to Purchase.
ITEMS 1
THROUGH 11.
Items 1 through 11 of the Schedule TO,
which incorporate by reference the information contained in the Offer to
Purchase, are hereby amended and supplemented as follows:
The offer expired at 5:00 New York time
on Friday June 6, 2008 (the “Final Expiration Date”) and all of the conditions
to the offer were satisfied.
The Purchaser has been informed by RiT
that, as of the Final Expiration Date, there were 14,683,073 issued and
outstanding ordinary shares of RiT representing an equal number of voting
rights. Accordingly, the Purchaser will purchase 734,153 shares in the offer,
which represents 5% of the total common stock of RiT outstanding as of the Final
Expiration Date, plus an additional 293,662, which represents 2% of the total
common stock of RiT outstanding as of the Final Expiration Date. In total, the
Purchaser will purchase a total of 1,027,815 common stock, which represents 7%
of RiT common stock outstanding as of the Final Expiration Date.
Based on the final count by American
Stock Transfer & Trust Company, the Depositary for the offer, as of the
Final Expiration Date, 5,851,305 shares of RiT had been validly tendered and not
withdrawn, resulting in an estimated proration factor of approximately 17.5% of
the shares tendered. Based on the estimated proration factor, after consummation
of all the transactions contemplated in the Offer to Purchase relating to the
offer, the purchaser is expected to beneficially own approximately 6,150,336
shares, or approximately 41.9% of the outstanding shares of RiT. The proration
factor is preliminary and subject to verification.
On June 7, 2008, the Purchaser issued a
press release announcing the expiration and preliminary results of the offer, a
copy of which is filed as Exhibit (a)(5)(1) hereto and is incorporated herein by
reference.
ITEM 12.
EXHIBITS.
Item 12 of the Schedule TO is hereby
amended and restated as follows:
EXHIBIT
INDEX
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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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(a)(5)
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Text
of Press Release issued by Purchaser on June 2,
2008.***
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(a)(5)(1)
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Text
of Press Release issued by Purchaser on June 7,
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 with the Tender Offer Statement on Schedule TO on May 2,
2008.
**
Previously filed as Exhibit 1 to Schedule 13D/A, filed by the Purchaser on March
31, 2008, and incorporated herein by reference.
***Previously
filed with Amendment No. 1 to Tender Offer Statement on Schedule TO on June 3,
2008.
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
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BY:
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/S/
Boris Granovsky
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Boris
Granovsky
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Chief
Executive Officer
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STINS
COMAN Incorporated
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Dated:
June 7, 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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(a)(5)
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Text
of Press Release issued by Purchaser on June 2,
2008.***
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(a)(5)(1)
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Text
of Press Release issued by Purchaser on June 7,
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 with the Tender Offer Statement on Schedule TO on May 2,
2008.
**
Previously filed as Exhibit 1 to Schedule 13D/A, filed by the Purchaser on March
31, 2008, and incorporated herein by reference.
***Previously
filed with Amendment No. 1 to Tender Offer Statement on Schedule TO on June 3,
2008.
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
