Lanoptics Ltd - Statement of Ownership (SC 13G)
January 08 2008 - 2:28PM
Edgar (US Regulatory)
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UNITED
STATES
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OMB APPROVAL
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SECURITIES
AND EXCHANGE COMMISSION
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OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden hours per response.
10.7
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Washington,
D.C. 20549
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Ordinary Shares, nominal value NIS
0.02 per share
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this
cover page shall be filled out for a reporting persons 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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
CUSIP No. M6706C103
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1.
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Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only)
JK&B Shalom II, L.L.C.
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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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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,563,715
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,563,715
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9.
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Aggregate Amount Beneficially Owned
by Each Reporting Person
2,563,715
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares *(See Instructions)
o
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11.
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Percent of Class Represented by
Amount in Row (9)
12.3%
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12.
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Type of Reporting Person (See
Instructions)
OO
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*SEE INSTRUCTIONS BEFORE FILLING
OUT.
2
CUSIP No. M6706C103
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1.
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Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only)
JK&B Capital III, Civil Law Partnership
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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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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Germany
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
25,896
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
25,896
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9.
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Aggregate Amount Beneficially Owned
by Each Reporting Person
25,896
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares *(See Instructions)
o
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11.
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Percent of Class Represented by
Amount in Row (9)
0.1%
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12.
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Type of Reporting Person (See
Instructions)
PN
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*SEE INSTRUCTIONS BEFORE FILLING
OUT.
3
CUSIP No. M6706C103
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1.
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Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only)
JK&B Capital, L.L.C.
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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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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,589,611
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,589,611
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9.
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Aggregate Amount Beneficially Owned
by Each Reporting Person
2,589,611
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares *(See Instructions)
o
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11.
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Percent of Class Represented by
Amount in Row (9)
12.4%
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12.
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Type of Reporting Person (See
Instructions)
OO
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*SEE INSTRUCTIONS BEFORE FILLING
OUT.
4
CUSIP No. M6706C103
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1.
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Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only)
David Kronfeld
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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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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S. Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,589,611
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,589,611
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9.
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Aggregate Amount Beneficially Owned
by Each Reporting Person
2,589,611
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares *(See Instructions)
o
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11.
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Percent of Class Represented by
Amount in Row (9)
12.4%
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12.
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Type of Reporting Person (See
Instructions)
IN
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*SEE INSTRUCTIONS BEFORE FILLING
OUT.
5
Item 1.
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(a)
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Name of Issuer
Lanoptics Ltd.
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(b)
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Address
of Issuers Principal Executive Offices
1 Hatamar Street
P.O. Box 527
Yokneam 20692, Israel
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Item 2.
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(a)
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Name
of Person Filing
This statement is filed
by JK&B Shalom II, L.L.C., a Delaware limited liability company
(JK&B Shalom II), JK&B Capital III, Civil Law Partnership, a German
civil law partnership (JK&B III, CLP), JK&B Capital, L.L.C., a
Delaware limited liability company (JK&B) and David Kronfeld
(Kronfeld). The foregoing entities
and individual are collectively referred to as the Reporting Persons.
JK&B, the general
partner of JK&B Shalom II and managing partner of JK&B III, CLP, may
be deemed to have shared power to vote and dispose of shares of the issuer
directly owned by JK&B Shalom II and JK&B III, CLP. Kronfeld is the manager of JK&B and may
be deemed to have shared power to vote and dispose of shares of the issuer
directly owned by JK&B Shalom II and JK&B III, CLP. Each of the Reporting Persons disclaims
beneficial ownership of the shares of the issuer except to the extent of its
or his pecuniary interest therein.
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(b)
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Address of Principal Business
Office or, if none, Residence
The address for each of
the Reporting Persons is:
JK&B Capital
Two Prudential Plaza
180 N. Stetson Avenue, Suite 4500
Chicago, Illinois 60601
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(c)
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Citizenship
JK&B Shalom II and
JK&B are Delaware limited liability companies. JK&B III, CLP is a
German civil law partnership. Kronfeld
is a United States citizen.
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(d)
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Title of Class of Securities
Ordinary shares
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(e)
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CUSIP Number
M6706C103
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6
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Item 3.
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If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a
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Not applicable
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Item 4.
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Ownership
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Provide the following information
regarding the aggregate number and percentages of the class of securities of
the issuer identified in Item 1.
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(a)
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Amount beneficially owned
See Row 9 of cover page for each Reporting
Person.
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(b)
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Percent of class
See Row 11 of cover page for each Reporting
Person.
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(c)
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Number of shares as to which the
person has
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(i)
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Sole power to vote or to direct the
vote
See Row 5 of cover page for each Reporting
Person.
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(ii)
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Shared power to vote or to direct
the vote
See Row 6 of cover page for each Reporting
Person.
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(iii)
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Sole power to dispose or to direct
the disposition of
See Row 7 of cover page of each Reporting
Person.
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(iv)
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Shared power to dispose or to
direct the disposition of
See Row 8 of cover page of each Reporting
Person.
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Percentages are based on 18,312,245 shares currently outstanding plus an
aggregate of 2,589,611 shares issuable to the Reporting Persons upon exchange
of shares of EZchip Technologies Ltd. for shares of the Issuer.
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Item 5.
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Ownership of Five Percent or Less
of a Class
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Not applicable.
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company
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Not applicable
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7
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Item 8.
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Identification and Classification
of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Not applicable.
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8
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.
Date: January 8,
2008
JK&B Shalom II, L.L.C.
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/s/ David Kronfeld
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By: JK&B
Capital, L.L.C., its General Partner
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David Kronfeld
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By: David
Kronfeld, Manager
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JK&B Capital III, Civil Law Partnership
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/s/ David Kronfeld
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By: JK&B
Capital, L.L.C., its Managing Partner
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David Kronfeld
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By: David
Kronfeld, Manager
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JK&B Capital, L.L.C.
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/s/ David Kronfeld
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By: David
Kronfeld, Manager
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David Kronfeld
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By: David
Kronfeld
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/s/ David Kronfeld
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David Kronfeld
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9
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The
undersigned hereby agree that a single Schedule 13G (or any amendment thereto)
relating to the Ordinary Shares of Lanoptics Ltd. has be filed on behalf of
each of the undersigned and that this Agreement shall be filed as an exhibit to
such Schedule 13G.
Date: January 8,
2008
JK&B Shalom II, L.L.C.
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/s/ David Kronfeld
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By: JK&B
Capital, L.L.C., its General Partner
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David Kronfeld
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By: David
Kronfeld, Manager
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JK&B Capital III, Civil Law Partnership
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/s/ David Kronfeld
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By: JK&B
Capital, L.L.C., its Managing Partner
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David Kronfeld
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By: David
Kronfeld, Manager
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JK&B Capital, L.L.C.
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/s/ David Kronfeld
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By: David
Kronfeld, Manager
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David Kronfeld
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By: David
Kronfeld
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/s/ David Kronfeld
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David Kronfeld
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