UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ceragon Networks Ltd.
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(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
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(Title of Class of Securities)
M22013 10 2
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(CUSIP Number)
Allan H. Cohen, Esq.
Nixon Peabody LLP
990 Stewart Avenue
Garden City, New York 11530
Phone: (516) 832-7500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 5, 2003
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
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).
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CUSIP No. M22013 10 2 Page 2 of 6
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Zohar Zisapel
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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 (See Instructions)
PF (see Item 3)
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5 CHECK 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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7 SOLE VOTING POWER
NUMBER OF 3,084,020 (see Item 5)
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON
WITH
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9 SOLE DISPOSITIVE POWER
3,084,020 (see Item 5)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,084,020 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. M22013 10 2 Page 3 of 6
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Item 1. Security and Issuer
This Schedule 13D is filed with the Securities and Exchange Commission
with respect to Ordinary Shares (the "Shares") of Ceragon Networks Ltd., an
Israeli corporation (the "Company"). The principal office of the Company is 24
Raoul Wallenberg Street, Tel Aviv 69719, Israel.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of Zohar Zisapel.
(b) Mr. Zisapel has a business address at 24 Raoul Wallenberg Street,
Tel Aviv 69719, Israel.
(c) Mr. Zisapel's principal occupation or employment is as Chairman of
RAD Data Communications Ltd., a telecommunications equipment manufacturer having
an address at 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel, and as a
member of the board of directors of several other companies.
(d) During the last five years, Mr. Zisapel has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Zisapel has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violations with respect to such laws.
(f) Mr. Zisapel is a citizen of Israel.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Zisapel obtained his Shares for cash in purchases on the Nasdaq
National Market.
Item 4. Purpose of Transaction
Mr. Zisapel has acquired his Shares for investment purposes. Mr.
Zisapel does not have any present plans or proposals which relate to or would
result in (a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company, provided that Mr.
Zisapel may from time to time acquire additional Shares by purchase on the
Nasdaq National Market, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the present capitalization or dividend policy
of the Company, (f) any other material change in the Company's business or
corporate structure, (g) changes in the
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CUSIP No. M22013 10 2 Page 4 of 6
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Company's charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person, (h)
causing a class of securities of the Company to be delisted from a national
securities exchange or cease being authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, (i) a class of
equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934
or (j) any action similar to any of those enumerated above.
Item 5. Interest and Securities of the Issuer
(a) Mr. Zisapel beneficially owns 3,084,020 Shares, representing
13.6% of such Shares.
(b) Mr. Zisapel has the sole power to vote and sole power to
dispose of 3,084,020 Shares.
(c) During the last 60 days, Mr. Zisapel purchased: (i) 14,200 Shares
on March 17, 2003 for a price of $1.40 per Share; (ii) 75,000 Shares on May 5,
2003 for a price of $2.63 per Share; (iii) 43,470 Shares on May 5, 2003 for a
price of $2.57 per Share; (iv) 800 Shares on May 6, 2003 for a price of $2.52
per Share; and (v) 1,000 Shares on May 8, 2003 for a price of $2.43 per Share.
All purchases were made on the Nasdaq National Market.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
Mr. Zisapel has been granted options to purchase Shares pursuant to the
Company's stock option plan. The terms and conditions of such options are set
forth in letters of grant dated as of January 4, 2001 and December 17, 2001,
from the Company to Mr. Zisapel.
Item 7 Material to be Filed as Exhibits
(a) Grant Letter dated January 4, 2001, from the Company to Mr.
Zisapel.
(b) Grant Letter dated December 17, 2001, from the Company to Mr.
Zisapel.
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CUSIP No. M22013 10 2 Page 5 of 6
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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.
Dated: May 15, 2003
/s/Zohar Zisapel
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Zohar Zisapel
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
pointed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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CUSIP No. M22013 10 2 Page 6 of 6
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EXHIBIT INDEX
Exhibit Number Exhibit Name Location
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99.1 Grant Letter dated January 4, 2001, Filed herewith
from the Company to Mr. Zisapel
99.2 Grant Letter dated December 17, 2001, Filed herewith
from the Company to Mr. Zisapel