UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Attunity Ltd.
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(Name of Issuer)
Ordinary Shares (par value NIS 0.10 per share)
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(Title of Class of Securities)
M15332105
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(CUSIP Number)
Dror Elkayam
VP Finance & Secretary
Attunity Ltd.
Kfar Netter Industrial Park , Kfar Netter , 40593 , Israel
+972- 9-899-3010
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 2009
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(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 which 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 [ ]
* 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 disclosures provided in a prior cover page.
The information required on 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 (the "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).
SCHEDULE 13D
CUSIP No. M15332105
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shimon Alon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF 7 SOLE VOTING POWER 4,785,554 (1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,785,554 (1)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,785,554 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3% (1)
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14 TYPE OF REPORTING PERSON*
IN
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(1) See Item 5.
SCHEDULE 13D
CUSIP No. M15332105
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ron Zuckerman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF 7 SOLE VOTING POWER 2,711,980 (1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,711,980 (1)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,711,980 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* 1,682,899 [x] (2)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.19% (1)
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14 TYPE OF REPORTING PERSON*
IN
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(1) See Item 5.
(2) See Items 4 and 5.
SCHEDULE 13D
CUSIP No. M15332105
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aki Ratner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF 7 SOLE VOTING POWER 2,132,951 (1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,132,951 (1)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,951 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* []
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% (1)
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14 TYPE OF REPORTING PERSON*
IN
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(1) See Item 5.
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This Amendment No. 7 amends and supplements the Schedule 13D filed by
Shimon Alon, Ron Zuckerman and Aki Ratner (collectively, the "Reporting
Persons") with the Securities and Exchange Commission ("SEC") on January 9, 2004
(as amended on June 6, 2004, January 3, 2006, March 9, 2006, November 6, 2006,
March 1, 2007 and January 26, 2009, the "Schedule 13D") in respect of the
Ordinary Shares, par value NIS 0.10 each ("Ordinary Shares"), of Attunity Ltd.,
an Israeli company (the "Issuer").
Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed to such terms in the Schedule 13D.
Item 2.
Shimon Alon was appointed Chairman of our Board of Directors in May
2004 and as our Chief Executive Officer in June 2008. From September 1997 until
June 2003, Mr. Alon served as Chief Executive Officer of Precise Software
Solutions Ltd., or Precise, aleading provider of application performance
management. Since the acquisition of Precise by Veritas Software Corp., or
Veritas, in June 2003, Mr. Alon has served as an executive advisor to Veritas.
Prior to Precise, Mr. Alon held a number of positions at Scitex Corporation Ltd.
and its subsidiaries, including President and Chief Executive Officer of Scitex
America and Managing Director of Scitex Europe. Mr. Alon is a board member of
Dyna Trace Software, a privately held company. Mr. Alon holds a degree from the
Executive Management Program at the Harvard Business School.
Itzhak (Aki) Ratner has been a director since July 2004. He also served
as our Chief Executive Officer between September 2004 and May 2008. He was the
President of Precise from December 2000 to June 2003 and served as its Managing
Director and Vice President of Research and Development from May 1997 to
September 2000. After the acquisition of Precise by Veritas in June 2003, Mr.
Ratner served as Senior Vice President for Integration at Veritas. Mr. Ratner
served in the Israeli Air Force from 1981 to 1996, where he combined operational
responsibilities between flying and numerous software development management
positions. Mr. Ratner holds a B.Sc. degree in mathematics and computer science
from Bar-Ilan University.
Ron Zuckerman has been a director since May 2004. Mr. Zuckerman
co-founded Precise Software solutions and served as its Chairman until it was
acquired by Veritas in June 2003. Mr. Zuckerman co-founded Sapiens International
and served as its Chairman and Chief Executive Officer until March 2000. Mr.
Zuckerman is a director of GVT Holdings SA, a Brazilian telephone operator
traded on the Brazilian Stock Exchange and is an investor and a director in
several privately held companies. Mr. Zuckerman holds a B.Sc. degree in
economics from Brandeis University.
Item 3. Source of Funds
The Reporting Persons financed the short term loan and the exercise
of subscription rights described in Item 4 below by using their respective
personal funds.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended to add the following to the section
titled "Short term Loan":
On March 31, 2009, the Loan Agreement was amended such that the
outstanding principal amount will be automatically converted into equity
securities of the Issuer upon the closing of an equity financing yielding at
least $750,000 (which $750,000 are deemed to include the $393,168 principal
amount under the Loan Agreement).
In connection with the consummation of a rights offering described
below, the principal amount was automatically converted into 3,276,396 Ordinary
Shares and three-year warrants to purchase 1,638,197 Ordinary Shares at an
exercise price of $0.12 per share ("2009 Warrants"), of which (1) Mr. Alon
received 1,666,666 Ordinary Shares and 2009 Warrants to purchase 833,333
Ordinary Shares, (2) Mr. Ratner received 487,797 Ordinary Shares and 2009
Warrants to purchase 243,898 Ordinary Shares, and (3) Bonale Foundation, a trust
for the benefit of persons related to Mr. Zuckerman, received 1,121,933 Ordinary
Shares and 2009 Warrants to purchase 560,966 Ordinary Shares (the "Bonale
Shares"). Mr. Zuckerman does not direct the management of Bonale Foundation, its
investment or voting decisions and disclaims beneficial ownership of the Bonale
Shares.
The foregoing description is only a summary and is subject to, and qualified in
its entirety by the full text of the Loan Agreement, the Amendment to the Loan
Agreement, the Fixed Charge Agreement, the Floating Charge Agreement and the
Inter-creditor Agreement, which are filed as exhibits hereto.
Item 4 of the Schedule 13D is hereby amended to add the following to the section
titled "Extension Agreement":
Upon the conversion of the Bridge Loan described above, the Extension
Agreement became effective. Accordingly, (1) the maturity date of the Notes was
extended by 18 months to November 4, 2010, (2) the interest rate of the Notes
was increased from an annual rate of 5% to a floating annual rate of the LIBOR
rate plus 5%, and (3) the 2006 Warrants were amended so that (1) the expiration
date was extended to April 9, 2011 and Section 11(b) thereof provide for an
adjustment of the exercise price in the event of a transaction or a series of
related transactions offering ordinary shares or ordinary shares equivalents for
an aggregate offering price of more than $100,000.
Consequently, the exercise price of the 2006 Warrants was reduced to
$0.12 in connection with the conversion of the Bridge Loan and the holders of
the Notes received an adjustment in accordance with the terms of the Notes, such
that they received rights, substantially on the same terms of the subscription
rights, to purchase, until the maturity date of the Notes, up to an aggregate of
856,672 Ordinary Shares at a purchase price of $0.12 per share (and, for each
two Ordinary Shares so purchased, a 2009 Warrant to purchase one share, or up to
an aggregate of 428,336 Ordinary Shares) (collectively, the "Rights"), of which
(1) Mr. Alon received Rights that allow him to purchase up to 157,628 Ordinary
Shares and, if exercised in full, 2009 Warrants to purchase up to 78,814
Ordinary Shares, (2) Mr. Zuckerman received Rights that allow him to purchase up
to 157,628 Ordinary Shares and, if exercised in full, 2009 Warrants to purchase
up to 78,814 Ordinary Shares, and (3) Mr. Ratner received Rights that allow him
to purchase up to 68,535 Ordinary Shares and, if exercised in full, 2009
Warrants to purchase up to 34,267 Ordinary Shares.
The foregoing description is only a summary and is subject to, and
qualified in its entirety by the full text of the Notes, the 2006 Warrants and
the Extension Agreement, which are filed as exhibits hereto.
Rights Offering: The Issuer commenced a rights offering (the "Rights
Offering"), whereby it distributed subscription rights to its shareholders to
purchase an aggregate of up to 10,000,000 Ordinary Shares for a subscription
price of $0.12 per share. Each shareholder of record as of the close of business
on April 6, 2009 received, at no charge, 0.43 non-transferable subscription
rights for each share. Each whole subscription right entitled the record holder
to purchase one Ordinary Share at the subscription price of $0.12. Purchasers of
Ordinary Shares in the Rights Offering received, at no additional cost, a
three-year warrant exercisable at $0.12 per share to purchase Ordinary Shares at
a rate of one such warrant for each two shares purchased pursuant to the
exercise of subscription rights. The Issuer secured a standby commitment by Mr.
Alon to purchase unsubscribed securities in the Rights Offering to the extent
required by the Issuer to raise a minimum of $360,000 in the Rights Offering.
The Rights Offering expired on May 8, 2009.
In accordance with his standby commitment, Mr. Alon exercised
subscription rights in the amount of approximately $40,300 and was issued
335,716 Ordinary Shares and 2009 Warrants to purchase up to 167,858 Ordinary
Shares. In addition, Mr. Zuckerman exercised subscription rights in the amount
of $100,000 and was issued 833,333 Ordinary Shares and 2009 Warrants to purchase
up to 416,666 Ordinary Shares.
The foregoing description is only a summary and is subject to, and
qualified in its entirety by the full text of the Prospectus, which is filed as
an exhibit hereto.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
The information given herein below is based on 31,454,990 Ordinary
Shares outstanding as of June 3, 2009.
(a) and (b)
Mr. Alon beneficially owns, and has the sole power to vote and
dispose of, a total of 4,785,554 Ordinary Shares consisting of (i) 2,783,121
Ordinary Shares, (ii) Convertible Promissory Notes to purchase 294,400 Ordinary
Shares at a conversion price of $1.25 per share, (iii) a 2006 Warrant to
purchase 110,400 Ordinary Shares, exercisable at an exercise price of $0.12 per
share, (iv) options, exercisable within 60 days, to purchase 360,000 Ordinary
Shares at exercise prices ranging from $0.30 to $2.49 per share, (v) 2009
Warrants to purchase 1,001,191 Ordinary Shares, exercisable at an exercise price
of $0.12 per share, and (vi) Rights to purchase up to 157,628 Ordinary Shares
and 2009 Warrants to purchase up to 78,814 Ordinary Shares. The 4,785,554
Ordinary Shares beneficially owned by Mr. Alon represent approximately 14.30% of
the issued and outstanding Ordinary Shares of the Issuer.
Mr. Zuckerman beneficially owns, and has the sole power to vote and
dispose of, a total of 2,711,980 Ordinary Shares consisting of (i) 1,614,072
Ordinary Shares, (ii) Convertible Promissory Notes to purchase 294,400 Ordinary
Shares at a conversion price of $1.25 per share, (iii) a 2006 Warrant to
purchase 110,400 Ordinary Shares, exercisable at an exercise price of $0.12 per
share, (iv) options, exercisable within 60 days, to purchase 40,000 Ordinary
Shares at an exercise price per share ranging from $0.49 to $2.42 per share, and
(v) Rights to purchase up to 157,628 Ordinary Shares and 2009 Warrants to
purchase up to 78,814 Ordinary Shares. The 2,711,980 Ordinary Shares
beneficially owned by Mr. Zuckerman represent approximately 8.19_% of the issued
and outstanding Ordinary Shares of the Issuer. Mr. Zuckerman disclaims
beneficial ownership of the Bonale Shares.
Mr. Ratner beneficially owns, and has the sole power to vote and
dispose of, a total of 2,132,951 Ordinary Shares consisting of (i) 860,249
Ordinary Shares, (ii) Convertible Promissory Notes due 2009 to purchase 128,002
Ordinary Shares at a conversion price of $1.25 per share, (iii) a 2006 Warrant
to purchase 48,000 Ordinary Shares, exercisable at an exercise price of $0.12
per share, (iv) options, exercisable within 60 days, to purchase 750,000
Ordinary Shares at an exercise price per share equal to $2.30 per share, (v)
2009 warrants to purchase 243,898 Ordinary Shares, exercisable at an exercise
price of $0.12 per share, and (vi) Rights to purchase up to 68,535 Ordinary
Shares and 2009 Warrants to purchase up to 34,267 Ordinary Shares. The 2,132,951
Ordinary Shares beneficially owned by Mr. Ratner represent approximately 6.52%
of the issued and outstanding Ordinary Shares of the Issuer.
Each of the Reporting Persons disclaims beneficial ownership of all of
the Ordinary Shares of the other Reporting Persons and further disclaims the
existence of a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended.
(c) Other than as described in Item 4 above, the Reporting Persons have not
effected any transactions in the Ordinary Shares in the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer
Item 4 is incorporated by reference herein.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Statement is hereby amended and supplemented as follows:
Exhibit Number
Description of Exhibit
1 Agreement of Joint Filing among the Reporting Persons, dated
March 20, 2007 (incorporated by reference to Exhibit 1 to the
Reporting Persons' Schedule 13D/A filed with the SEC on March
20, 2007).
2 Loan Agreement, dated November 25, 2008 (incorporated by
reference to Exhibit 99.2 from the Registrant's Form 6-K filed
with the SEC on November 26, 2008).
3 Fixed Charge Agreement, dated November 25, 2008 (incorporated by
reference to Exhibit 99.3 from the Registrant's Form 6-K filed
with the SEC on November 26, 2008).
4 Floating Charge Agreement, dated November 25, 2008 (incorporated
by reference to Exhibit 99.4 from the Registrant's Form 6-K
filed with the SEC on November 26, 2008).
5 Inter-creditor Agreement, dated November 25, 2008 (incorporated
by reference to Exhibit 99.5 from the Registrant's Form 6-K
filed with the SEC on November 26, 2008).
6 Form of Convertible Promissory Note, dated April 2004
(incorporated by reference to Exhibit 4 to the Reporting
Persons' Schedule 13D/A filed with the SEC on June 16, 2004).
7 Form of Warrant, dated September 2006 (incorporated by reference
to Exhibit 11 to the Reporting Persons' Schedule 13D/A filed
with the SEC on November 6, 2006).
8 Extension Agreement, dated January 7, 2009 (incorporated by
reference to Exhibit 8 to the Reporting Persons' Schedule 13D/A
filed with the SEC on January 26, 2009).
9 Amendment to Loan Agreement, dated March 31, 2009 (incorporated
by reference to Exhibit 4.9 to the Issuer's Annual Report on
Form 20-F for the year ended December 31, 2008filed with the SEC
on April 6, 2009).
10 Prospectus, dated April 10, 2009 (incorporated by reference to
the Issuer's Form 424B3 filed with the SEC on April 10, 2009).
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: June 8, 2009
/s/ Shimon Alon
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Shimon Alon
/s/ Ron Zuckerman
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Ron Zuckerman
/s/ Aki Ratner
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Aki Ratner