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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Scopus Video Networks Ltd Ord (MM) | NASDAQ:SCOP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.50 | 0 | 01:00:00 |
Report of Foreign
Private Issuer
Pursuant to Rule 13a-16
or 15d-16 of
The Securities Exchange Act
of 1934
For the month of March, 2009
Scopus Video Networks
Ltd.
(Translation of
registrants name into English)
10 Haamal St.,
Park Afek, Rosh Haayin 48092
(Address of principal
executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A
Attached hereto and incorporated by reference herein is a copy of Scopus press release, dated March 12, 2009, announcing that it has completed its sale to Harmonic Inc.
This Form 6-K is hereby incorporated by reference into Scopus Video Networks Ltd.s, Registration Statement on Form S-8 (Registration No. 333-133995) and into Scopus Video Networks Ltd.s registration statement on Form F-3, filed with the Securities and Exchange Commission on October 16, 2007 (File No. 146745).
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SCOPUS VIDEO NETWORKS LTD.
(Registrant) By: /s/ Moshe Eisenberg Moshe Eisenberg Chief Financial Officer |
Date: March 12, 2009
3
OBTAINED WITHHOLDING TAX RULING FROM THE ISRAELI TAX AUTHORITY
TEL AVIV, March 12, 2009 Scopus Video Networks Ltd. (NASDAQ: SCOP) , a provider of digital video networking products, today announced that it has completed its previously announced sale pursuant to the Agreement and Plan of Merger, dated as of December 22, 2008, by and among Harmonic Inc., a Delaware corporation (NASDAQ: HLIT), Sunrise Acquisition Ltd., an Israeli company and a wholly owned subsidiary of Harmonic, and Scopus, under which Scopus has been acquired by Harmonic through a merger of Sunrise Acquisition Ltd. with and into Scopus.
Under the terms of the merger agreement, which was approved by approximately 90% of the outstanding shares of Scopus voting at a special meeting held on February 6, 2009, each ordinary share of Scopus issued and outstanding as of today has been automatically converted into the right to receive US$5.62 in cash (subject to applicable withholding taxes).
In connection with the merger, Scopus has obtained a pre-ruling from the Israeli Tax Authority with respect to the withholding obligations relating to the merger consideration. According to the pre-ruling, subject to certain exceptions, Scopus shareholders will be subject to withholding tax at the rate of 25%, except that Scopus shareholders that are (1) non-Israeli residents, who hold less than 5% of Scopus share capital and purchased their shares following Scopus IPO, will be fully exempt from Israeli withholding tax and (2) individuals will be subject to withholding tax at the rate of 20%. More detailed information about the tax ruling, the Israeli withholding tax rates and a declaration form to be signed by each of the applicable shareholders, will be included with the transmittal letter which will be sent to Scopus shareholders in the coming days.
In connection with the closing, trading of Scopus shares on the NASDAQ will cease today and Scopus will de-list its shares from the NASDAQ.
Shareholders who possess Scopus share certificates will receive a letter of transmittal with detailed instructions, along with a tax declaration form, from the appointed paying agent, BNY Mellon Shareowner Services, regarding the surrender of their certificates for the merger consideration. For shares held in street name by a broker, bank or other nominee, the broker, bank or other nominee will handle the exchange of shares for the shareholders and will provide them with any relevant instructions for effecting the exchange.
4
Scopus Video Networks (NASDAQ:SCOP) develops, markets and supports digital video networking solutions that enable network operators to offer advanced video services to their subscribers. Scopus solutions support digital television, HDTV, live event coverage and content distribution.
Scopus comprehensive digital video networking solution offer intelligent video gateways, encoders, decoders and network management products. Scopus solutions are designed to allow network operators to increase service revenues, improve customer retention and minimize capital and operating expenses.
Scopus customers include satellite, cable and terrestrial operators, broadcasters and telecom service providers. Scopus products are used by hundreds of network operators worldwide.
Forward-Looking
Statements
Certain statements in this press release,
including but not limited to those relating to the proposed merger transaction, constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results, performance or
achievements of Scopus to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Statements preceded
by, followed by or that otherwise include the words believes,
expects, anticipates, intends, projects,
estimates, plans, may increase, may
fluctuate and similar expressions or future or conditional verbs such as
will, should, would, may and
could are generally forward-looking in nature and not historical facts. Any
statements that refer to expectations or other characterizations of future events,
circumstances or results are forward-looking statements. Various factors that could cause
actual results to differ materially from those expressed in such forward-looking
statements include but are not limited to risk factors discussed from time to time by
Scopus in reports filed or furnished with the Securities and Exchange Commission.
In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Except for Scopuss ongoing obligations to disclose material information under the federal securities laws, Scopus undertakes no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.
Company Contact: | |
|
|
Moshe Eisenberg | Chief Financial Officer |
Tel: +972-3-900 7100 | Moshee@scopus.net |
For more information visit: www.scopus.net |
|
|
Corporate Office | Americas |
Scopus Video Networks Ltd. | Scopus Video Networks Inc. |
10 Ha'amal St, Park-Afek, Rosh-Ha'ayin 48092, Israel | 3 Independence Way, Princeton, New-Jersey 08540 |
Tel: + 972-3-9007777, Fax: + 972-3-9007888 | Tel: (609) 987-8090, Fax: (609) 987-8095 |
E-mail: info@scopus.net www.scopus.net | E-mail: info@scopususa.com www.scopususa.com |
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1 Year Scopus Video Networks Ltd Ord (MM) Chart |
1 Month Scopus Video Networks Ltd Ord (MM) Chart |
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