| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ........... |
| 13. |
Percent
of Class Represented by Amount in Row (11) : 13.74% of outstanding shares |
| 14. |
Type
of Reporting Person (See Instructions) : BK |
Item 1. Security and
Issuer
The securities to which this
statement relates are the Ordinary Shares, par value NIS 0.01 per share, of Gilat
Satellite Networks Ltd. (the “Company”).
The Company principal executive offices
are at 21 Yegia Kapayim St., Petach-Tikva, Israel.
The Company is a provider of products
and services for satellite-based communications networks based on very-small aperture
terminals (VSATs). These small units, which attach to personal computers (PCs), enable the
transmission of data, voice and images to and from certain satellites.
Item 2. Identity and
Background
This Statement is being filed by Bank
Hapoalim B.M.
Bank Hapoalim B.M. (the Bank) is a
commercial bank and a public company, incorporated under the laws of Israel and maintains
its principal executive office at 50 Rotshild Blvd, Tel-Aviv, Israel.
(d)
— (e) During the last five years, nither the Bank, nor, to the
best of its knowledge, any of its directors or executive
officers, has been (i) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) 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
Item 3. Source and
Amount of Funds or Other Consideration
The Bank obtained its holdings in the
Company as a result of a Debt Restructuring plan (creditors arrangement)
approved by the Israeli District Court in Tel Aviv, all as set forth in the Proxy Solicitation for a meeting of the holders of the Company’s 4.25%
Convertible Subordinated Notes due 2005 to approve a plan of arrangement with certain of the
Company’s creditors pursuant to Section 350 of the Israeli Companies Law - 1999.
As part of the arrangement the Bank
obtained the following holdings in the Company.
| 1) |
The Bank received 18,488,590 Ordinary shares of the Company in exchange for a
reduction of $25.5 million of the Company’s debt to the Bank (25% of the
Debt). |
| 2) |
The Bank received 5,100,000$ principal amount of the Company’s Convertible
Notes in exchange for a reduction of $5.1 million of the Company’s debt to
the Bank (5% of the Debt). |
| 3) |
In exchange for a principal amount of
$29,700,000 of 4.25% Subordinated Convertible Notes due 2005 of the Company held by the
Bank, the Bank received additional 17,148,263 Ordinary Shares of the Company and principal
amount of $7,064,739 of the Convertible Notes. |
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Item 4. Purpose of Transaction - creditors arrangement (debt restructuring)
Item 5. Interest in
Securities of the Issuer
| |
(a) |
The
Bank holds 35,636,853 Ordinary Shares, which, represents approximately 13.74%
of the outstanding Ordinary Shares, and $12,164,739 principal amount of
the 4.00% Convertible Notes due 2012. |
| |
(b) |
The
Bank has sole power to vote and dispose of the 35,636,853 Ordinary Shares.
To the best knowledge of the Bank, none of its
executive officers and directors presently has the power to vote or to
direct the vote or to dispose or direct the disposition of any of the
Ordinary Shares held by the Bank. |
| |
(d) |
No
person is known to have the power to direct the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
the Ordinary Shares held by the Bank except for Bank. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Bank Obtained its Holdings in the
Company as a result of a Debt Restructuring plan approved by the Israeli District Court in
Tel Aviv.
As part of the arrangement the Bank Obtained the following holdings in the
company.
| |
1) |
The
Bank Received 18,488,590 Ordinary shares of the Company in exchange for a reduction of
$25.5 million ofCompany’s debt to the Bank (25% of the Debt). |
| |
2) |
The
Bank Received $5,100,000 of the company’s new Convertible Notes in
exchange for a reduction of $5.1 million of the Company’s debt to the Bank
(5% of the Debt). |
| |
3) |
In
exchange for 29,700,000 4.25% Subordinated Convertible Notes due 2005 of the Company, held by the Bank,
the Bank received additional 17,148,263 Ordinary Shares of the Company and
$7,064,739 principal amount of the Company’s 4.00% Convertible Notes due 2012. |
| |
4) |
The
Company owes to the Bank an additional sum of $71.4 million to be repaid over a
period of 10 years. |
| |
5) |
The bank is expected to appoint a member to the board of directors of the company.
|
Item 7. Material to Be Filed as Exhibits
4
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
Signature
Name/Title
The original statement shall be
signed by each person on whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of the filing person),
evidence of the representative’s authority to sign on behalf of such person shall be
filed with the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his
signature.
Attention: Intentional
misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C.
1001)
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