UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment
No. 1)
Under the Securities Exchange Act of 1934
VOLTAIRE LTD.
(Name of Issuer)
Ordinary
Shares, nominal value NIS 0.01 per share
(Title of Class of Securities)
M97613109
(CUSIP Number)
Michael Gray
Chief Financial Officer
Mellanox Technologies, Ltd.
c/o Mellanox Technologies, Inc.
350 Oakmead Parkway, Suite 100
Sunnyvale, CA 94085
Telephone: (408) 970-3400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 7, 2011
(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
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
TABLE OF CONTENTS
Item 1. Security and Issuer.
This statement relates to the ordinary shares, nominal value NIS 0.01 (the “Ordinary
Shares”), issued by Voltaire Ltd., a company formed under the laws of Israel (“Voltaire”). The
address of the principal executive offices of Voltaire is 13 Zarchin Street, Ra’anana 43662,
Israel.
Item 2. Identity and Background.
(a) This statement is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), by Mellanox Technologies, Ltd., a public company formed
under the laws of Israel (“Mellanox”).
(b) The address of the principal business and the principal office of Mellanox is Hermon
Building, Yokneam 20692, Israel.
(c) Mellanox is a leading supplier of semiconductor-based, high-performance connectivity
products that facilitate efficient data transmission between servers, communications infrastructure
equipment and storage systems. The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Mellanox is set forth on
Schedule I.
(d) — (e) During the last five years, none of Mellanox or, to the knowledge of Mellanox, any
of the persons listed on Schedule I has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been 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 subject to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The total cash purchase price for Mellanox’s acquisition of Voltaire pursuant to the Merger
Agreement (as defined in Item 4) is approximately $208 million (approximately $175 million net of
cash). Mellanox also assumed Voltaire’s outstanding equity awards, which were converted into
equity awards to acquire an aggregate of 649,614 ordinary shares of Mellanox. Mellanox obtained
funding for the acquisition from its existing working capital.
Item 4. Purpose of Transaction.
On November 29, 2010, Mellanox entered into an Agreement of Merger (the “Merger Agreement”)
with Voltaire and Mondial Acquisition Corporation Ltd., a company formed under the laws of Israel
and a wholly owned subsidiary of Mellanox (“Merger Sub”). In accordance with the Merger Agreement,
Merger Sub merged with and into Voltaire (the “Merger”) on February 7, 2011. Voltaire was the
surviving corporation in the Merger, and, as a result of the Merger, has become a wholly owned
subsidiary of Mellanox. As a result of the Merger, the Ordinary Shares ceased to be traded on The
NASDAQ Global Select Market and the registration of the Ordinary Shares under the Exchange Act was
terminated. At the effective time of the Merger (the “Effective Time”), all outstanding ordinary
shares of Voltaire were exchanged for the right to receive a cash amount equal to US$8.75, without
interest. The total cash purchase price is approximately $208 million (approximately $175 million
net of cash). Mellanox also assumed Voltaire’s outstanding equity awards, which were converted
into equity awards to acquire an aggregate of 649,614 ordinary shares of Mellanox. In connection
with the Merger, the directors and executive officers of Voltaire resigned, and Eyal Waldman, Irwin
Federman and Amal Johnson became the directors of Voltaire. The summary of certain provisions of
the Merger Agreement in this Schedule 13D/A is qualified in its entirety by reference to the Merger
Agreement itself, a copy of which was filed as Exhibit 2.1 to Mellanox’s Current Report on Form 8-K
dated November 29, 2010 and is incorporated herein by reference.
Other than as described in this Schedule 13D/A, Mellanox currently has no plans or proposals
which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of the General
Instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)—(b) As a result of the Merger, Mellanox beneficially owns 22,070,997 Ordinary Shares as of
the Effective Time, representing 100% of the issued and outstanding Ordinary Shares.
Mellanox has the power to vote or direct the voting and to dispose or direct the disposition
of all Ordinary Shares beneficially owned.
(c) The information set forth in Item 4 is incorporated herein by reference.
(d) To the knowledge of Mellanox, no other person has the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as set forth in Item 4, neither Mellanox nor, to the best knowledge of Mellanox, any
person set forth on Schedule I hereto, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any other person with respect to any securities of Voltaire
or its subsidiaries.
Item 7. Material to be Filed as Exhibits.
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a. |
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Agreement of Merger, dated
as of November 29, 2010, by and
among Mellanox Technologies,
Ltd., Mondial Acquisition
Corporation Ltd. and Voltaire
Ltd. (incorporated by reference
to Exhibit 2.1 to the Current
Report on Form 8-K filed by
Mellanox Technologies, Ltd. on
November 29, 2010). |