UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
January 7, 2008
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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
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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 1,225,539 (1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,225,539 (1)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,539 (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)
5.2% (1)
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14 TYPE OF REPORTING PERSON*
IN
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(1) See Item 5.
SCHEDULE 13D
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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 1,225,539 (1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,225,539 (1)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
------------ -----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,539 (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)
5.2% (1)
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14 TYPE OF REPORTING PERSON*
IN
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(1) See Item 5.
SCHEDULE 13D
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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 1,298,454 (1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,298,454 (1)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
------------ -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,298,454 (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)
5.4% (1)
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14 TYPE OF REPORTING PERSON*
IN
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(1) See Item 5.
This Amendment No. 6 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
and March 1, 2007, 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 3. Source of Funds
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The Reporting Persons financed the short term loan described in Item
4 below by using their own respective personal funds.
Item 4. Purpose of the Transaction
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Item 4 of the Schedule 13D is hereby amended to add the following:
Short term Loan. On November 25, 2008, Shimon Alon, Ron Zuckerman
(through a family trust) and Aki Ratner entered into a loan agreement with the
Issuer (the "Loan Agreement"), whereby the Reporting Persons extended a
convertible bridge loan to the Issuer for an aggregate principal amount of
$393,168 (Mr. Alon - $200,000, Mr. Zuckerman - $134,632, and Mr. Ratner -
$58,536).
According to the Loan Agreement, the outstanding principal amount
will be automatically converted into equity securities of the Issuer upon the
closing of an equity financing yielding at least $1 million (which $1 million
are deemed to include the $393,168 from the conversion of the bridge loan) of
gross proceeds to the Issuer (the "Qualified Financing"), on the same terms and
conditions (including price) of such financing. At the Reporting Persons'
election, the interest may be converted together with the principal amount upon
the closing of the Qualified Financing or repaid following the Qualified
Financing. Since the loan is not convertible into Ordinary Shares until the
completion of the Qualified Financing, the Reporting Persons did not, and will
not, acquire beneficial ownership of additional Ordinary Shares in connection
with the Loan Agreement until such time.
In connection with the Loan Agreement, the Issuer also entered into a
Fixed Charge Agreement and a Floating Charge Agreement with the Reporting
Persons, whereby the bridge loan is secured by a second priority fixed charge on
all of the Issuer's intellectual property and a second priority floating charge
on all of our other assets. The Issuer, the Reporting Persons, and entities
affiliated with Plenus Technologies Ltd. ("Plenus"), entered into an
Intercreditor Agreement, whereby the bridge loan was subordinated to an existing
$2 million loan of the Issuer to Plenus (the "Plenus Loan"). The bridge loan
will be repaid to the Reporting Persons on the later of (1) May 2009 and (2) the
full discharge of the senior Plenus Loan.
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 Fixed
Charge Agreement, the Floating Charge Agreement and the Inter-creditor
Agreement, which are filed as exhibits hereto.
Extension Agreement. In May 2004, the Issuer issued convertible
promissory notes (the "Notes") and in September 2006 the Issuer issued warrants
(the "Warrants") to a group of investors which included, among others, the
Reporting Persons. On January 7, 2009, the Issuer entered into an agreement with
the holders of the Notes (the "Extension Agreement"), whereby the maturity date
of the Notes will be extended by 18 months to November 4, 2010. In consideration
of extending the repayment date, the holders of the Notes, including the
Reporting Persons, will receive the following:
o the interest rate of the Notes will increase from an annual
rate of 5% to a floating annual rate of the LIBOR rate plus 5%;
o the Issuer will not be able to obtain new loans which are
ranked senior to, or parri passu with, the Notes; and
o the Warrants will be amended so that (1) the expiration date will be
extended to April 9, 2011 and (2) Section 11(b) thereof will provide
for an adjustment of the exercise price (currently, $1.25) 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.
The Extension Agreement will become effective subject to (i) the
approval of the Company's shareholders, which was obtained on December 31, 2008,
and (ii) the conversion into equity securities of all of the outstanding
principal amount (currently, $393,168) pursuant to the Loan Agreement.
The foregoing description is only a summary and is subject to, and
qualified in its entirety by the full text of the Notes, the Warrants and the
Extension Agreement, which are filed as exhibits hereto.
Item 5. Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
The information given herein below is based on 23,196,236 Ordinary
Shares outstanding as of January 7, 2009.
(a) and (b)
Mr. Alon beneficially owns, and has the sole power to vote and
dispose of, a total of 1,225,539 Ordinary Shares consisting of (i) 780,739
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 $1.25 per
share and (iv) options, exercisable within 60 days, to purchase 40,000 Ordinary
Shares at exercise prices ranging from $0.49 to $2.42 per share. The 1,225,539
Ordinary Shares beneficially owned by Mr. Alon represent approximately 5.18% 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 1,225,539 Ordinary Shares consisting of (i) 780,739
Ordinary Shares, (ii) Convertible Promissory Notesto 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 $1.25 per
share and (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. The
1,225,539 Ordinary Shares beneficially owned by Mr. Zuckerman represent
approximately 5.18% of the issued and outstanding Ordinary Shares of the Issuer.
Mr. Ratner beneficially owns, and has the sole power to vote and
dispose of, a total of 1,298,454 Ordinary Shares consisting of (i) 372,452
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 $1.25
per share and (iv) options, exercisable within 60 days, to purchase 750,000
Ordinary Shares at an exercise price per share equal to $2.30 per share. The
1,298,454 Ordinary Shares beneficially owned by Mr. Ratner represent
approximately 5.38% 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 ending on
January 7, 2009.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer
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Item 4 is incorporated by reference herein.
Item 7. Materials to be Filed as Exhibits
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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
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 26, 2009
By:/s/ Shimon Alon
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Shimon Alon
By:/s/ Ron Zuckerman
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Ron Zuckerman
By:/s/ Aki Ratner
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Aki Ratner