Rit Technologies Ltd - Amended Statement of Beneficial Ownership (SC 13D/A)
04 8월 2008 - 7:02PM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D/A
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(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)
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(Amendment
No. 1)*
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RiT
Technologies, Ltd.
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(Name
of Issuer)
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Ordinary
Shares, NIS 0.1 par value per share
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(Title
of Class of Securities)
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M8215N
109
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(CUSIP
Number)
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Michael
Orion, Adv.
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72
Weizman Street
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Tel-Aviv
62308, Israel
+972-3-544-1937
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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June
6, 2008
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(Date
of Event Which Requires Filing of this Statement)
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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. [ ]
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Note
:
Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 13d-7 for other
parties to whom copies are to be sent.
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(Page
1 of 16 Pages)
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*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 ("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).
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Schedule
13D
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CUSIP
No. M8215N 109
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1.
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Names
of Reporting Persons.
Stins
Coman Incorporated
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds
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WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[ ]
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6.
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Citizenship
or Place of Organization
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Russia
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Number
of
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7.
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Sole
Voting Power: 0
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Shares
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Beneficially
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8.
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Shared
Voting Power: 6,150,336*
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Owned
by
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Each
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9.
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Sole
Dispositive Power: -0
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Reporting
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Person
With
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10.
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Shared
Dispositive Power: 6,150,336*
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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6,150,336
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13.
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Percent
of Class Represented by Amount in Row (11)
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41.9%
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14.
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Type
of Reporting Person (See Instructions)
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CO
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Schedule
13D
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CUSIP
No. M8215N 109
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1.
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Names
of Reporting Persons.
Sergey
Nikolayevich Anisimov
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds
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WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[ ]
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6.
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Citizenship
or Place of Organization
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Russia
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Number
of
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7.
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Sole
Voting Power: 0
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Shares
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Beneficially
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8.
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Shared
Voting Power: 6,150,336*
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Owned
by
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Each
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9.
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Sole
Dispositive Power: -0
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Reporting
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Person
With
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10.
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Shared
Dispositive Power: 6,150,336*
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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6,150,336
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13.
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Percent
of Class Represented by Amount in Row (11)
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41.9%
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14.
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Type
of Reporting Person (See Instructions)
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IN
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Schedule
13D
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CUSIP
No. M8215N 109
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1.
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Names
of Reporting Persons.
Boris
Vitalievich Granovskiy
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds
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WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[ ]
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6.
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Citizenship
or Place of Organization
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Russia
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Number
of
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7.
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Sole
Voting Power: 0
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Shares
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Beneficially
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8.
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Shared
Voting Power: 6,150,336*
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Owned
by
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Each
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9.
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Sole
Dispositive Power: 0
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Reporting
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Person
With
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10.
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Shared
Dispositive Power: 6,150,336*
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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6,150,336
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13.
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Percent
of Class Represented by Amount in Row (11)
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41.9%
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14.
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Type
of Reporting Person (See Instructions)
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IN
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SCHEDULE
13D
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CUSIP
No. M8215N 109
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Item
1.
Security
and Issuer
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This Statement of Beneficial Ownership on Schedule
13D (this "Statement"), relates to ordinary shares NIS 0.1 par value (the
"Ordinary Shares"), of RiT Technologies, Ltd. (the "Issuer"). The address
of the Issuer's principal executive office is 24 Raoul Wallenberg Street,
Tel Aviv 69719, Israel.
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Item
2.
Identity
and Background
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(a), (d) and (e). This Statement is filed on
behalf of Stins Coman Incorporated (“Stins Coman” or the "Reporting
Person").
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Stins Coman, a Russian corporation, with
headquarters located at Pervomayskaya Street, 126, Moscow 105203 Russia,
is a holding company for fifteen technology companies. Stins Coman is one
of the leading Russian suppliers of hi-tech equipment and solutions in the
field of information systems and technologies.
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Sergey Nikolayevich Anisimov, Chairman of the
Board of Directors of Stins Coman owns 50.6% of the shares of Stins Coman,
and as such has indirect voting and dispositive power over the shares held
by Stins Coman. Boris Vitalievich Granovskiy is Stins Coman's Chief
Executive Officer and owns 10.5% of its shares, and as such, Mr.
Granovskiy has indirect voting and dispositive power over the shares held
by Stins Coman.
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Executive Officers and
Directors:
In
accordance with the provisions of General Instruction C to Schedule 13D,
information concerning executive officers and directors of Stins Coman is
included in Schedule A hereto and is incorporated by reference
herein.
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(d)
and (e) Neither Stins Coman, Mr. Anisimov, Mr. Granovskiy
nor any of the persons set forth on Schedule A have during the
last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
and as a result of such proceeding was or is subject to a 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. All of the persons set forth on
Schedule A, including Messrs. Anisimov and Granovskiy, are Russian
citizens.
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Item
3.
Source
and Amount of Funds or Other Consideration
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The
aggregate purchase price of the 6,150,336 shares of the ordinary shares
held by Stins Coman is $5,289,289 All of the ordinary shares beneficially
held by Stins Coman were paid for using working capital of its
corporation.
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Item
4.
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Purpose
of Transaction
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(a)-(j). The Common Stock has been acquired by the
Reporting Person for investment purposes and to gain a position to
exercise sufficient influence or control over the Issuer. The Reporting
Person reserves the right to change its plan and intentions at any time as
it deems appropriate.
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The
Reporting Person may acquire additional shares of the issuers ordinary
shares, dispose all or some of these shares from time to time, in each
case in the open market or private transactions, block sales or purchases
or otherwise, or may continue to hold the ordinary shares, depending on
business and market conditions, its continuing evaluation of the business
and prospects of the Issuer and other factors. In addition, the Reporting
Person intends to communicate with other shareholders and management of
the Issuer about maximizing the value of its shares of Common
Stock.
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SCHEDULE
13D
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CUSIP
No. M8215N 109
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Item
5.
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Interest
in Securities of the Issuer
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Depending on factors deemed relevant by the
Reporting Person, including but not limited to change in the Issuer's
business, governance or financial situation, the Reporting Person reserves
the right to formulate other plans and/or make proposals, and take such
actions set forth in this response to Item 4 and any other actions as the
Reporting Person may determine.
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Presently the Reporting Person has no plans or
proposals which would relate or results in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth
herein.
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(a)(b)
As of the filing date of this amendment to Schedule 13D, the aggregate
number of Ordinary Shares and percentage of the outstanding Ordinary
Shares of RiT Technologies, Ltd. beneficially owned by Stins Coman
Incorporated is 6,150,336, representing 41.9% of RiT Technologies Ltd.
Stins Coman shares voting and dispositive power with regard to these
shares with Sergey Nikolayevich Anisimov and Boris Vitalievich Granovskiy.
All other officers and directors of Stins Coman disclaim beneficial
ownership of the shares of RiT Technologies Ltd. held by Stins
Coman.
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(c)
The shares held by Stins Coman were acquired through a private purchase of
5,122,521 shares from three RiT shareholders, and 1,027,815
through a tender offer as disclosed on Schedule TO filed with
the Securities and Exchange Commission on May 2, 2008, Amendment No. 1 to
Schedule TO filed on June 3, 2008, Amendment No. 2 to Schedule TO filed on
June 9, 2008, and Amendment No. 3 to Schedule TO filed on June 13,
2008.
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Transactions
in Shares Within The Past Sixty Days
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Party
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Date
of Purchase/ Sale
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Number
of Shares of the Common Stock
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Buy/Sell
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Price
Per Share
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Stins
Coman Incorporated
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06/06/2008
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6,150,336
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BUY
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$0.86
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Item
6.
Contracts,
Arrangement, Understandings or Relationships with Respect to Securities of
the Issuer.
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There are no contracts, arrangements,
understandings or relationships (legal or otherwise) pursuant to this
Item.
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Item
7.
Materials
To Be Filed As Exhibits
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Exhibit
No.
Description of
Exhibit
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99 Joint
Filing Agreement Dated July 29, 2008
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(The
remainder of this page was intentionally left blank)
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SCHEDULE
13D
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CUSIP
No. M8215N 109
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SIGNATURE
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After
reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
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Date:
July
31, 2008
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STINS
COMAN INCORPORATED
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By:
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/
s/ Boris
Vitalievich Granovskiy
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Name:
Boris Vitalievich Granovskiy
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Title:
Chief Executive Officer, Director
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By:
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/s/
Sergey Nikolayevich Anisimov
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Name:
Sergey Nikolayevich Anisimov
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By:
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/s/
Boris Vitalievich Granovskiy
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Name:
Boris Vitalievich Granovskiy
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SCHEDULE
13D
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CUSIP
No. M8215N 109
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Schedule
A
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The
following table sets forth certain information concerning each of the
directors and executive officers of Stins Coman Incorporated named below
as of the date hereof. The business address of each person
is:
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Name:
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Sergey
Nikolayevich Anisimov
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Title:
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Chairman
of Board of Directors
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Citizenship:
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Russia
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Principal
Occupation:
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Chairman
of Board of Directors, Stins Coman
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Address:
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Serova
Street, 6, app. 59, Zhukovsky, Moscow area 140180
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Name:
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Irina
Georgievna Shibayeva
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Title:
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Director
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Citizenship:
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Russia
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Principal
Occupation:
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Director,
Stins Coman
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Address:
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Molodezhnaya
Street, 22, app. 170, Zhukovsky, Moscow area 140180
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Name:
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Boris
Vitalievich Granovskiy
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Title:
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Chief
Executive Officer, Director
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Citizenship:
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Russia
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Principal
Occupation:
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Chief
Executive Officer, Director, Stins coman
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Address:
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Chelyabinskaya
Street, 19, bldg. 4, app. 401, Moscow 105586
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Name:
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Inna
Vladimirovna Belkovich
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Title:
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Chief
Financial Officer, Director
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Citizenship:
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Russia
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Principal
Occupation:
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Chief
Financial Officer, Director, Stins Coman
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Address:
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Stroginsky
Boulevard, 17, bldg. 1, app. 194, Moscow 123592
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Name:
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Gennadiy
Agubecherovich Karatsev
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Title:
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Director
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Citizenship:
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Russia
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Principal
Occupation:
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Director,
Stins Coman
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Address:
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Dzerzhinskogo
Street, 6, bldg. 1, app. 52, Zhukovsky, Moscow area
140180
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(The
remainder of this page was intentionally left blank)
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