UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Michael Gray
Chief Financial Officer
Mellanox Technologies, Ltd.
c/o Mellanox Technologies, Inc.
350 Oakmead Parkway, Suite 100
Sunnyvale, CA 94085
Telephone: (408) 970-3400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box:
o
Note:
Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
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1
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NAME OF REPORTING PERSON:
MELLANOX TECHNOLOGIES, LTD.
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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)
o
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(b)
o
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO
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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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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ISRAEL
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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11,523,088
1
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,523,088
1
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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50.1%
1
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14
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TYPE OF REPORTING PERSON
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CO
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1
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Based on 23,018,907 ordinary shares of Voltaire Ltd. outstanding as of November 29, 2010, as
represented by Voltaire Ltd. in the Merger Agreement (as defined below). Percentage calculations include
in the outstanding share number an aggregate of 1,706,320 ordinary shares of Voltaire Ltd. issuable pursuant
to outstanding equity awards held by the shareholders party to the Voting Agreements (as defined below) within
60 days of November 29, 2010. Pursuant to the Voting Agreements, Mellanox Technologies, Ltd. may be deemed to
have beneficial ownership of ordinary shares of Voltaire Ltd. outstanding on the record date of any vote at a
shareholder meeting or through written consent for certain events as set forth in the Voting Agreements.
Mellanox may be deemed to have beneficial ownership of 11,523,088 ordinary shares of Voltaire Ltd. if the
record date were November 29, 2010. Neither the filing of this Statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Mellanox Technologies, Ltd. that it is the beneficial owner of any
of the ordinary shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
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TABLE OF CONTENTS
Item 1. Security and Issuer.
This statement relates to the ordinary shares, nominal value of NIS 0.01 (the “Ordinary
Shares”), issued by Voltaire Ltd., a company formed under the laws of Israel (“Voltaire”). The
address of the principal executive offices of Voltaire is 13 Zarchin Street, Ra’anana 43662,
Israel.
Item 2. Identity and Background.
(a) This statement is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), by Mellanox Technologies, Ltd., a public company formed
under the laws of Israel (“Mellanox”).
(b) The address of the principal business and the principal office of Mellanox is Hermon
Building, Yokneam 20692, Israel.
(c) Mellanox is a leading supplier of semiconductor-based, high-performance connectivity
products that facilitate efficient data transmission between servers, communications infrastructure
equipment and storage systems.
The name, business address, present principal occupation or employment and citizenship of each
director and executive officer (including a director and officer who may be a controlling person)
of Mellanox is set forth on Schedule A.
(d) — (e) During the last five years, none of Mellanox or, to the knowledge of Mellanox, any
of the persons listed on Schedule A has 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.
Item 3. Source and Amount of Funds or Other Consideration.
As described in response to Item 4, the Covered Shares (as defined below) to which this
Statement relates have not been purchased by Mellanox, and thus no funds were used for such
purpose. As an inducement for Mellanox to enter into the Merger Agreement (as described and defined
in Item 4), the Chairman of Voltaire’s board and Voltaire’s Chief Executive Officer, each of the
other directors and certain key shareholders of Voltaire (each a “Voltaire Shareholder,” and
collectively, the “Voltaire Shareholders”) entered into Voting and Support Agreements, each dated
as of November 29, 2010 (the “Voting Agreements”) with Mellanox with respect to the issued and
outstanding Ordinary Shares beneficially owned by such Voltaire Shareholder (together with any
other Ordinary Shares acquired by the Voltaire Shareholders after the date of the Voting
Agreements, the “Covered Shares”). Mellanox did not pay additional consideration to the Voltaire
Shareholders in connection with the execution and delivery of the Voting Agreements. For a
description of the Voting Agreements, see Item 4 below, which description is incorporated herein by
reference in response to this Item 3.
Item 4. Purpose of Transaction.
(a) — (b) As an inducement for Mellanox to enter into the Merger Agreement, the Voltaire
Shareholders entered into the Voting Agreements. The purpose of the Voting Agreements is to
facilitate the transactions contemplated by the Merger Agreement.
Merger Agreement
On November 29, 2010, Mellanox entered into an Agreement of Merger (the “Merger Agreement”)
with Voltaire and Mondial Acquisition Corporation Ltd., a company formed under the laws of Israel
and a wholly owned subsidiary of Mellanox (“Merger Sub”). Pursuant to the Merger Agreement, Merger
Sub will be merged with and into Voltaire (the “Merger”), with Voltaire continuing after the Merger
as the surviving corporation and a wholly owned subsidiary of Mellanox. At the effective time of
the Merger (the “Effective Time”), each Ordinary Share will be converted into the right to receive
$8.75 in cash, without interest (the “Merger Consideration”). As of November 29, 2010, the
aggregate estimated purchase price is approximately $218 million, which amount is subject to change
based on the number of outstanding Ordinary Shares at the Effective Time.
Each outstanding option and restricted stock unit of Voltaire (each, a “Voltaire Equity
Award”) shall be assumed by Mellanox and converted into an option or restricted stock unit, as the
case may be, of Mellanox (each a “Mellanox Equity Award”), with the
number of ordinary shares of Mellanox issuable upon the exercise or conversion of each such
Mellanox Equity Award determined by reference to the Merger Consideration and the trading price of
Mellanox’s ordinary shares for the five trading days immediately preceding the Effective Time,
except that any Voltaire Equity Award that is held by a person other than an employee or consultant of
Voltaire shall be cancelled and the portions of such Voltaire Equity Awards vested at closing
shall be converted into the right to receive a per share cash payment equal to the Merger
Consideration, less any per share exercise price or purchase price.
Voltaire and Mellanox have made customary representations and warranties and agreed to
customary covenants in the Merger Agreement, including covenants by Voltaire not to, among other
things, (i) solicit proposals for alternative acquisition transactions or (ii) subject to the
fiduciary duties of Voltaire’s board of directors, enter into discussions concerning alternative
acquisition transactions.
The completion of the Merger is subject to approval of the Merger Agreement by the holders of
a majority of Voltaire’s shares represented and voted (excluding abstentions) in person or by proxy
at a general meeting of shareholders, and other customary conditions, including the continued
employment through the closing of at least two-thirds of certain designated employees of Voltaire
who receive offer letters after the date of the Merger Agreement. The transaction is not subject to
any financing condition.
The Merger Agreement contains certain termination rights for both Mellanox and Voltaire.
Subject to certain exceptions, both Mellanox and Voltaire have the right to terminate the Merger
Agreement if the Merger has not been consummated by April 21, 2011. Voltaire may terminate the
Merger Agreement if it accepts an unsolicited superior proposal prior to shareholder approval of
the Merger, provided specified conditions are met. The Merger Agreement provides for other
customary termination events including mutual consent, the non-approval at a general meeting of the
shareholders of Voltaire, final injunction, material breach of a representation, warranty or
covenant of either party that is not subject to cure through the exercise of all commercially
reasonable efforts, and the occurrence of certain material adverse events regarding Voltaire. Upon
the termination of the Merger Agreement under specified circumstances, Voltaire may be required to
pay Mellanox a termination fee equal to $8.7 million.
Voting Agreements
In connection with the Merger Agreement, Mellanox has entered into Voting Agreements with each
of the Voltaire Shareholders pursuant to which, among other things, each Voltaire Shareholder has
agreed to vote all Covered Shares in favor of the adoption of the Merger Agreement and the approval
of the Merger and the other transactions contemplated thereby and against any action that is
intended or could reasonably be expected to prevent, impede, interfere with, delay or postpone the
consummation of the Merger or the other transactions contemplated by the Merger Agreement. In
addition, pursuant to the terms of the Voting Agreements, each Voltaire Shareholder has granted HFN
Trust Company 2010 Ltd. an irrevocable proxy to vote the Covered Shares with respect to the matters
set forth in the Voting Agreement. In addition to Voltaire’s Chairman of the board and Chief
Executive Officer and each other member of the Voltaire board of directors, the Voltaire
Shareholders include BCF II Belgium Holding SPRL, Benhamou Global Ventures, LLC, Eric Benhamou 2009
Trust, Pitango Venture Capital Fund III and affiliated funds, Platinum Venture Capital L.P. and an
affiliated fund, and Vertex Israel II (C.I.) Fund L.P. and affiliated funds. The obligations of the
Voltaire Shareholders terminate if the Merger Agreement is terminated. The Voltaire Shareholders
collectively hold approximately 54% of the outstanding shares of Voltaire at the date of the Merger
Agreement. Including shares issuable pursuant to the exercise or conversion of Voltaire Equity
Awards held by the Voltaire Shareholders within 60 days of November 29, 2010 in the outstanding
share number, the Voltaire Shareholders collectively hold approximately 42.6% of the outstanding
shares of Voltaire, and Voltaire Equity Awards exercisable or convertible for approximately 7.4% of
the outstanding shares of Voltaire, as of November 29, 2010.
The foregoing descriptions of the Merger Agreement and the Voting Agreements do not purport to
be complete and are qualified in their entirety by reference to the full text of the agreements,
which are filed respectively as Exhibits 1 and 2 hereto and incorporated herein by reference. The
Merger Agreement has been included to provide investors with information regarding its terms and is
not intended to provide any other factual information about Mellanox or Voltaire. The Merger
Agreement contains representations and warranties by Mellanox and Voltaire. These representations
and warranties have been made solely for the benefit of the other parties to the Merger Agreement
and (i) may be intended not as statements of fact, but rather as a way of allocating the risk to
Mellanox or Voltaire if those statements prove to be inaccurate, (ii) have been qualified by
disclosures that were made to the other party in connection with the negotiation of the Merger
Agreement, (iii) may apply materiality standards different from what may be viewed as material to
investors, and (iv) were made only as of the date of the Merger Agreement or such other date(s) as
may be specified in the Merger Agreement and are subject to more recent developments. Accordingly,
these representations and warranties may not describe the actual state of affairs at the date they
were made or at any other time.
The Voting Agreements will terminate upon the earliest to occur of (i) in respect to each
Voltaire Shareholder, the mutual written agreement of Mellanox, Merger Sub and each Voltaire
Shareholder as to such Voltaire Shareholder, (ii) the termination of the Merger Agreement in
accordance with its terms, (iii) the Effective Time, and (iv) in respect to each Voltaire
Shareholder, any
amendment, supplement or waiver to the Merger Agreement that would reduce the per
share Merger Consideration or change the form of the Merger Consideration payable unless consented
to in writing by such Voltaire Shareholder.
(c) Not applicable.
(d) Pursuant to the Merger Agreement, all executive officers and directors of Voltaire will no
longer hold such executive officer and director positions as of the Effective Time.
(e) — (f) Not applicable.
(g) Pursuant to the Merger Agreement, the Articles of Association of Merger Sub as in effect
immediately prior to the Effective Time shall be the Articles of Association of Voltaire
immediately after the Effective Time.
(h) — (i) If the Merger is consummated as planned, the Ordinary Shares will cease to be
quoted on the NASDAQ Stock Market, Inc.’s Global Market and will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act.
(j) Except as set forth in this Statement, the Merger Agreement and the Voting Agreements,
neither Mellanox nor, to Mellanox’s knowledge, any person named on Schedule A has any present plans
which relate to or would result in any of the actions specified in clauses (a) through (i) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Voting Agreements, Mellanox may be deemed to have beneficial ownership of
11,523,088 Ordinary Shares outstanding on the record date of any vote at a shareholder meeting or
through written consent for certain events as set forth in the Voting Agreements. Based on
23,018,907 Ordinary Shares outstanding as of November 29, 2010, as represented by Voltaire in the
Merger Agreement, and including shares issuable pursuant to the exercise or conversion of Voltaire
Equity Awards held by the Voltaire Shareholders within 60 days of November 29, 2010 in the
outstanding share number, Mellanox may be deemed to have beneficial ownership of approximately
50.1% of the Ordinary Shares if the record date were November 29, 2010. Neither the filing of this
Statement nor any of its contents shall be deemed to constitute an admission by Mellanox that it is
the beneficial owner of any of the Ordinary Shares referenced herein for purposes of the Exchange
Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
To Mellanox’s knowledge, no Ordinary Shares are beneficially owned by any of the persons
listed on Schedule A.
(b) Pursuant to the Voting Agreements, Mellanox may be deemed to have shared power to vote or
direct the voting of 11,523,088 Ordinary Shares held by the Voltaire Shareholders.
The information required by Item 2 relating to the Voltaire Shareholders is set forth in
Schedule B and consists of information filed by the Voltaire Shareholders under Section 13 of the
Exchange Act or otherwise supplied by Voltaire to Mellanox. While Mellanox has no reason to believe
that such information was not reliable as of its date, Mellanox makes no representation or warranty
with respect to the accuracy or completeness of such information, and the filing of this Statement
shall not create any implication under any circumstances that there have been no events, or that
there is no other information, including events or information not yet publicly disclosed by any of
the Voltaire Shareholders, which may affect the accuracy or completeness of such information.
(c) Except for the Merger Agreement and the Voting Agreements, and the transactions
contemplated by those agreements, neither Mellanox nor, to Mellanox’s knowledge, any person named
on Schedule A, has effected any transaction in the Ordinary Shares during the past 60 days.
(d) Except for the Merger Agreement and the Voting Agreements, and the transactions
contemplated by those agreements, neither Mellanox nor, to Mellanox’s knowledge, any person other
than the Voltaire Shareholders identified on Schedule B, has the right to receive or power to
direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The terms of the Voting Agreements are described under Item 4 above. The Voting Agreements
also apply to any Voltaire Equity Awards held by Voltaire Shareholders. The number of shares that
Mellanox may be deemed to beneficially own as of the date
of filing of this Schedule 13D, as
reported herein, includes the shares issuable upon the exercise or conversion of Voltaire Equity
Awards held by the Voltaire Shareholders within 60 days of November 29, 2010, and Mellanox
disclaims beneficial ownership of all such shares.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1:
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Agreement of Merger,
dated as of November 29,
2010, among Mellanox
Technologies, Ltd., Mondial
Acquisition Corporation Ltd.
and Voltaire Ltd.
(incorporated by reference
to Exhibit 2.1 to the
Current Report on Form 8-K
filed by Mellanox
Technologies, Ltd. on
November 29, 2010).
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Exhibit 2:
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Form of Voting and
Support Agreement, executed
by Mellanox Technologies,
Ltd., Mondial Acquisition
Corporation Ltd. and the
other signatories thereto on
November 29, 2010
(incorporated by reference
to Exhibit 2.2 to the
Current Report on Form 8-K
filed by Mellanox
Technologies, Ltd. on
November 29, 2010).
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SIGNATURE
After reasonable 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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Dated: December 8, 2010
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Mellanox Technologies, Ltd.
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By:
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/s/ Michael Gray
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Name:
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Michael Gray
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Title:
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Chief Financial Officer
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF MELLANOX TECHNOLOGIES, LTD.
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of Mellanox are set forth below. If no business address is given,
the director’s or executive officer’s business address is Hermon Bldg., Yokneam 20692, Israel.
Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to
Mellanox. Unless otherwise indicated below, all of the persons listed below are citizens of the
United States of America.
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Name
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Position(s) / Address
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Eyal Waldman
1
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Chief Executive Officer, President and Chairman of the Board
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Roni Ashuri
1
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Vice President of Engineering
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Shai Cohen
1
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Vice President of Operations and Engineering
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Michael Gray
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Chief Financial Officer
350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085
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Michael Kagan
1
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Chief Technology Officer and Vice President of Architecture
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Marc Sultzbaugh
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Vice President of Worldwide Sales
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350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085
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Glenda Dorchak
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CEO and Vice Chairman, VirtualLogix, Inc.
292 Gibraltar Dr., Sunnyvale, CA 94089
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Irwin Federman
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General Partner, U.S. Venture Partners
2735 Sand Hill Rd., Menlo Park, CA 94025
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Thomas Riordan
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President and CEO, Exclara, Inc.
3920 Freedom Circle #102, Santa Clara, CA 95054
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Amal M. Johnson
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Chair, MarketTools, Inc.
150 Spear St., San Francisco, CA 94105
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Thomas Weatherford
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Director
350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085
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Dov Baharav
1
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Director
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SCHEDULE B
Certain Information Regarding the Voltaire Shareholders
The information set forth on this Schedule B sets forth the name and principal occupation or
employment, if applicable, of each Voltaire Shareholder and the aggregate number of Ordinary Shares
held by each Voltaire Shareholder as of November 29, 2010.* Except as set forth below, the
business address of each Voltaire Shareholder set forth on this Schedule B is: c/o Voltaire Ltd.,
13 Zarchin Street, Ra’anana 43662 Israel. While Mellanox has no reason to believe that such
information was not reliable as of its date, Mellanox makes no representation or warranty with
respect to the accuracy or completeness of such information. The numbered footnotes referenced in
this Schedule B of this filing relate to this Schedule B only and do not relate to any other
footnotes set forth in this filing.
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Ordinary Shares
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Issuable Pursuant
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Total Beneficial
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to Voltaire Equity
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Ownership of
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Ordinary Shares
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Awards within 60
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Ordinary Shares as
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held as of November
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days of November
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of November
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Name
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29, 2010
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29, 2010
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29, 2010
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John Baker
, Founder, Baker Capital Corp.
540 Madison Ave., New York, NY 10022
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0
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BCF II Belgium Holding SPRL
1
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4,270,522
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4,270,522
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Eric Benhamou
, CEO and Chairman, Benhamou Global Ventures LLC
540 Cowper St., Suite 200, Palo Alto, CA 94301-1806 USA
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83,088
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83,088
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Benhamou Global Ventures, LLC
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162,183
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162,183
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Eric Benhamou 2009 Trust
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120,000
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120,000
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Thomas J. Gill
., Managing Partner, SALTT Development Co. LLC
211 Creek Drive, Sewickley, Pennsylvania 15143
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83,088
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83,088
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Miron (Ronnie) Kenneth
,
2
CEO and Chairman, Voltaire Ltd.
15 Ha’Oren St., Even Yehuda 40500, Israel
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41,085
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1,390,144
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1,431,229
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Yoram Oron
,
2
Founder and Managing Partner, Vertex Venture
Capital
1 Hashikma St., Savyon 56530, Israel
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31,250
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31,250
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Vertex Israel II (A) Fund L.P.
2
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166,229
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166,229
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Vertex Israel II (B) Fund L.P.
2
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25,484
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25,484
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Vertex Israel II (C.I.) Fund L.P.
3
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921,298
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921,298
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Vertex Israel II (C.I.) Executive Fund L.P.
3
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11,463
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11,463
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Vertex Israel II Discount Fund L.P.
2
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117,608
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117,608
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Rafi Maor
,
2
President and CEO, ECI Telecom
13 Hess St., Ra’anana 43362, Israel
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34,375
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34,375
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Nechemia (Chemi) J. Peres
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2
Co-Founder and Managing
General Partner, Pitango Venture Capital
11 HaMenofim Street, Eastern Tower, Herzliya 46725, Israel
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86,000
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31,250
|
|
|
|
117,250
|
|
|
Pitango II Holdings LLC
|
|
|
98,963
|
|
|
|
|
|
|
|
98,963
|
|
|
Pitango Fund II LP
2
|
|
|
20,807
|
|
|
|
|
|
|
|
20,807
|
|
|
Pitango Fund II LLC
|
|
|
54,933
|
|
|
|
|
|
|
|
54,933
|
|
|
Pitango Fund II Opportunity Annex Fund L.P.
|
|
|
274,245
|
|
|
|
|
|
|
|
274,245
|
|
|
Pitango Fund II Opportunity Annex Fund (ICA) L.P.
|
|
|
9,192
|
|
|
|
|
|
|
|
9,192
|
|
|
Pitango Fund II (Tax Exempt Investors) LLC
|
|
|
83,232
|
|
|
|
|
|
|
|
83,232
|
|
|
Pitango Principals Fund III (Israel) LP
2
|
|
|
64,664
|
|
|
|
|
|
|
|
64,664
|
|
|
Pitango Venture Capital Fund III (Israeli Investors) L.P.
2
|
|
|
496,740
|
|
|
|
|
|
|
|
496,740
|
|
|
Pitango Venture Capital Fund III (Israeli Sub) L.P.
|
|
|
1,837,061
|
|
|
|
|
|
|
|
1,837,061
|
|
|
Pitango Venture Capital Fund III (Israeli Sub) Non Q L.P.
|
|
|
169,827
|
|
|
|
|
|
|
|
169,827
|
|
|
Pitango Venture Capital Fund III Trusts 2000 Ltd.
2
|
|
|
129,328
|
|
|
|
|
|
|
|
129,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
Issuable Pursuant
|
|
Total Beneficial
|
|
|
|
|
|
|
|
to Voltaire Equity
|
|
Ownership of
|
|
|
|
Ordinary Shares
|
|
Awards within 60
|
|
Ordinary Shares as
|
|
|
|
held as of November
|
|
days of November
|
|
of November
|
|
Name
|
|
29, 2010
|
|
29, 2010
|
|
29, 2010
|
|
DS Polaris Ltd.
2
|
|
|
3,166
|
|
|
|
|
|
|
|
3,166
|
|
|
DS Polaris Trust Company (Foreign Residents) (1997) Ltd.
2
|
|
|
48,962
|
|
|
|
|
|
|
|
48,962
|
|
|
GPN Holdings Ltd.
2
|
|
|
14,000
|
|
|
|
|
|
|
|
14,000
|
|
|
Yehoshua (Shuki) Gleitman
,
2
Managing Partner, Platinum
Venture Capital
21 Ha’Arba’ah Street, Tel Aviv 64739, Israel
|
|
|
|
|
|
|
18,750
|
|
|
|
18,750
|
|
|
Platinum Venture Capital L.P.
2
|
|
|
398,630
|
|
|
|
|
|
|
|
398,630
|
|
|
Platinum Venture Capital (Israel) L.P.
2
|
|
|
191,146
|
|
|
|
|
|
|
|
191,146
|
|
|
Yaffa Krindel
,
2
General Partner, Tamarix Ventures
1/28 Hamoraim St., Tel Aviv 69207 Israel
|
|
|
|
|
|
|
34,375
|
|
|
|
34,375
|
|
|
|
|
|
|
*
|
|
As noted in Item 6 above, the Voting Agreements also apply to Ordinary Shares held by Voltaire
Shareholders by means of exercise or conversion of Voltaire Equity Awards. As noted in the
applicable column, the above table includes both the total Ordinary Shares held as of November 29,
2010 and the number of Ordinary Shares issuable upon exercise or conversion of Voltaire Equity
Awards within sixty (60) days of November 29, 2010.
|
|
|
|
1
|
|
Place of organization: Belgium.
|
|
|
|
2
|
|
Citizenship or place of organization: Israel.
|
|
|
|
3
|
|
Place of organization: Cayman Islands.
|
To Mellanox’s knowledge, none of the Voltaire Shareholders has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii)
been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person 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. Except as otherwise indicated
above, to Mellanox’s knowledge, each Voltaire Shareholder is a citizen of or organized in the
United States.
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