- Post-Effective Amendment to an S-8 filing (S-8 POS)
March 12 2009 - 9:30AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 12, 2009
Registration No. 333-133995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NUMBER 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Scopus Video Networks
Ltd.
(Exact name of registrant as specified in its charter)
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Israel
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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10 Ha'amal St., Park Afek,
Rosh Ha'ayin 48092, Israel
(972-3) 900-7777
(Address of principal
executive offices)
2000 Employee Incentive Share Option Plan
Executive Option Plan
2001 Amended and Restated Share Option Plan
(Full title of the
Plan(s))
Scopus Video Networks Inc.
100 Overlook Center Drive
Princeton, NJ 08540
(609) 987-8090
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Itay Frishman, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
One Azrieli Center
Tel Aviv 67021, Israel
DE-REGISTRATION OF
UNSOLD SHARES AND WITHDRAWAL OF REGISTRATION STATEMENT
This
Post-Effective Amendment No. 2 to Scopus Video Networks Ltd. (the
Registrant
) Registration Statement on Form S-8,
No. 333-133995, filed May 11, 2006 (the
Registration Statement
),
is filed to withdraw from registration all securities of the Registrant covered by the
Registration Statement identified on the cover page of this Amendment which remain
unsold as of the date hereof.
On
December 22, 2008, the Registrant entered into an Agreement and Plan of Merger by and
among the Registrant, Harmonic Inc., (
Harmonic
) and Sunrise Acquisition
Ltd., wholly-owned subsidiary of Harmonic (
Subsidiary
), pursuant to
which the entire equity interest of the Registrant will be acquired by Harmonic through
the merger of the Subsidiary with and into the Registrant (the
Merger
). As a result of the Merger, every
ordinary share of the Registrant outstanding prior to the Merger will be converted into
the right to receive an amount of cash equal to $5.62. Accordingly, there will no longer
be any outstanding equity securities of the Registrant other than those which will be
owned by Harmonic.
The
Registrant intends to file a Form 15 on the date hereof to terminate its duty to file
reports under Section 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934, as
amended.
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SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosh Haayin, Israel on the 12 day of
March, 2009.
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SCOPUS VIDEO NETWORKS LTD.
By: /s/ Yaron Simler
Yaron Simler
Chief Executive Officer
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SIGNATURE OF
AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly
authorized representative in the United States of Scopus Video Networks Ltd. has signed
this Registration Statement on this 12 day of March, 2009.
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SCOPUS VIDEO NETWORKS INC.
By: /s/
Yaron Simler
Yaron Simler
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Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by
the following persons in the capacities indicated as of the 12 day of March, 2009.
/s/
Yaron Simler
Yaron Simler
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Chief Executive Officer and Director
(principal executive officer)
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/s/
Moshe Eisenberg
Moshe Eisenberg
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Chief Financial Officer
(principal financial Moshe Eisenberg officer)
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/s/
David Mahlab
David Mahlab
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Chairman of the Board of Directors
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/s/
Orit Leitman
Orit Leitman
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Director
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/s/
Jackie Goren
Jackie Goren
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Director
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/s/
Tali Yaron Eldar
Tali Yaron Eldar
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Director
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/s/
Moshe Ran
Moshe Ran
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Director
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/s/
Alex Hilman
Alex Hilman
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Directors
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