UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Alvarion Ltd.
(Name of Issuer)
ORDINARY SHARES, NIS 0.01 PAR VALUE
(Title of Class of Securities)
M0861T100
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[] Rule 13d-1(b)
[] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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).
--------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barel, Dr. Meir
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
--------- ------------------------------------------------------------------
3 SEC USE ONLY
--------- ------------------------------------------------------------------
4 CITIZENSHIP OF PLACE OF ORGANIZATION
German
--------- -------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 8,804,836
-------- --------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY N/A
-------- ---------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8,804,836
-------- --------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
N/A
--------- ------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,804,836
--------- -------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
--------- --------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.1%
--------- --------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
--------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SVM STAR VENTURE CAPITAL MANAGEMENT LTD.
--------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
--------- --------------------------------------------------------------------
3 SEC USE ONLY
--------- --------------------------------------------------------------------
4 CITIZENSHIP OF PLACE OF ORGANIZATION
ISRAEL
--------- --------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,426,609
-------- ----------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY N/A
-------- ---------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,426,609
-------- ---------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
N/A
-------- --------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,426,609
--------- -------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
--------- -------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
--------- -------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
--------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STAR VENTURES MANAGEMENT GMBH NO. 3
--------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
--------- -------------------------------------------------------------------
3 SEC USE ONLY
--------- -------------------------------------------------------------------
4 CITIZENSHIP OF PLACE OF ORGANIZATION
GERMANY
--------- --------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 6,862,090
-------- ---------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY N/A
-------- ---------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,862,090
-------- --------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
N/A
--------- -------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,862,090
--------- -------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
--------- ------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
--------- -------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
This Amendment No. 3 to Schedule 13G reflects a statement of
beneficial ownership of securities of the reporting persons as of
December 31, 2003.
Item 1(a) Name of Issuer:
Alvarion Ltd.
Item 1(b) Address of Issuer's Principal Executive Offices:
Alvarion Ltd.
Atidim Technological Park, Building 1
Tel Aviv 61131
Israel
Item 2(a) Name of Person Filing:
(I) Dr. Meir Barel ("Barel"), a German citizen who is a
professional investment manager residing at Munich, Germany.
(a) Barel, Dr. Meir
(b) c/o Star Ventures Management,
Possartstrasse 9, D-81679 Munich, Germany
(c) German
(d) Ordinary Shares
(e) M0861T100
(II) SVM STAR VENTURE CAPITAL Management Ltd. ("Star Israel"),
an Israeli company which manages investments primarily in
securities of Israeli and Israeli-related companies. Star
Israel manages the investments of Star Management of
Investments (1993) Limited Partnership, which invests
primarily in securities of Israeli and Israeli-related
companies, including the securities of the Company which are
the subject of this filing. The sole director and primary
owner of Star Israel is Barel.
(a) SVM STAR VENTURE CAPITAL Management Ltd.
(b) 11 Galgalei
Haplada Street, PO Box 12600
Herzeliya Pituach 46733, Israel
(c) n/a
(d) Ordinary Shares
(e) M0861T100
(III) SVM Star Ventures Management GmbH No. 3
("STAR Germany"), a German company which manages investments
primarily in securities of Israeli and Israel-related
companies. STAR Germany manages the affairs of SVE Star
Ventures Enterprises No. II, a German Civil Law Partnership
(with limitation of liability), SVE Star Ventures Enterprises
No. III, a German Civil Law Partnership (with limitation
of liability), SVE Star Ventures Enterprises No. IIIA,
a German Civil Law Partnership (with limitation of liability),
SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co.
Beteiligungs KG, SVE Star Ventures Enterprises No. V, a
German Civil Law Partnership (with limitation of liability),
SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co.
Beteiligungs KG No. 2 and SVE Star Ventures Enterprises No.
VII, a German Civil Law Partnership (with limitation of
liability), which invest primarily in securities of Israeli
and Israel-related companies including the securities of the
Company which are the subject of this filing.
The sole director and primary owner of STAR Germany is Barel.
(a) SVM Star Ventures Management GmbH No. 3
(b) Possartstrasse
9, D-81679 Munich, Germany
(c) n/a
(d) Ordinary Shares
(e) M0861T100
Item 2(b) Address of Principal Business Office or, if None, Residence:
See above
Item 2(c) Citizenship:
see above
Item 2(d) Title of Class of Securities:
see above
Item 2(e) CUSIP Number:
see above
Item 3 If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b):
-------------------------------------------------------------
n/a
Item 4. Ownership.
(I) Through STAR Israel, Barel beneficially owns the following:
(a) Amount beneficially owned: 1,426,609 ordinary shares
(b) Percent of class: 2.8%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,426,609
(ii) Shared power to vote or to direct the vote: n/a
(iii) Sole power to dispose or to direct the disposition of: 1,426,609
(iv) Shared power to dispose or to direct the disposition of: n/a
Beneficial ownership and sole voting and dispositive power over
1,426,609 (approximately 2.8%) ordinary shares are exercised by STAR
Israel on behalf of Star Management of Investments (1993) Limited
Partnership.
(II) Through STAR Germany, Barel beneficially owns the following:
(a) Amount beneficially owned: 6,862,090 ordinary shares
(b) Percent of class: 13.3%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 6,862,090
(ii) Shared power to vote or to direct the vote: n/a
(iii) Sole power to dispose or to direct the disposition of: 6,862,090
(iv) Shared power to dispose or to direct the disposition of: n/a
Beneficial ownership and sole voting and dispositive power over 284,579
(approximately 0.6%) ordinary shares are exercised by STAR Germany on
behalf of SVE Star Ventures Enterprises No. II, a German Civil Law
Partnership (with limitation of liability).
Beneficial ownership and sole voting and dispositive power over
1,770,788 (approximately 3.4%) ordinary shares are exercised by STAR
Germany on behalf of SVE Star Ventures Enterprises No. III, a German
Civil Law Partnership (with limitation of liability).
Beneficial ownership and sole voting and dispositive power over 145,966
(approximately 0.3%) ordinary shares are exercised by STAR Germany on
behalf of SVE Star Ventures Enterprises No. IIIA, a German Civil Law
Partnership (with limitation of liability).
Beneficial ownership and sole voting and dispositive power over 657,764
(approximately 1,3%) ordinary shares are exercised by STAR Germany on
behalf of SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co.
Beteiligungs KG. Beneficial ownership and sole voting and dispositive
power over 1,556,656 (approximately 3.0%) ordinary shares are exercised
by STAR Germany on behalf of SVE Star Ventures Enterprises No. V, a
German Civil Law Partnership (with limitation of liability).
Beneficial ownership and sole voting and dispositive power over 181,338
(approximately 0.4%) ordinary shares are exercised by STAR Germany on
behalf of SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co.
Beteiligungs KG Nr. 2. Beneficial ownership and sole voting and
dispositive power over 1,644,767 (approximately 3.2%) ordinary shares
are exercised by STAR Germany on behalf of SVE Star Ventures
Enterprises No. VII, a German Civil Law Partnership (with limitation of
liability).
620,232 (approximately 1.1%) ordinary shares are held directly by STAR
Germany as Trustee for several individuals.
The total holdings described in this filing that constitute
beneficial ownership for Barel are the following:
(a) Amount beneficially owned: 8,804,836 ordinary shares
(b) Percent of class:17.1%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 8,804,836
(ii) Shared power to vote or to direct the vote: n/a
(iii) Sole power to dispose or to direct the disposition of:
8,804,836
(iv) Shared power to dispose or to direct the disposition
of: n/a
Dr. Barel, Star Israel and Star Germany each hereby disclaim
beneficial ownership of all of the foregoing shares except to
the extent of any pecuniary interest therein, except for 212,309
ordinary shares held directly by Dr. Barel and except for options
to purchase 303,828 ordinary shares held directly by Dr. Barel.
Item 5 Ownership of Five Percent of Less of a Class:
---------------------------------------------
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following. N/A
Item 6 Ownership of More Than Five Percent on Behalf of Another Person:
--------------------------------------------------------------
To the best knowledge of the Reporting Persons, no person other
than each of the Reporting Persons will have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of the Company
beneficially owned by each of the Reporting Persons except as
set forth in Item 4(a) above. N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
---------------------------------------------------------------
N/A
Item 8 Identification and Classification of Members of the Group:
----------------------------------------------------------
N/A
Item 9 Notice of Dissolution of the Group:
-----------------------------------
Not Applicable.
Item 10 Certification:
Not Applicable.
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 19, 2004
/s/ Dr. Meir Barel
Dr. Meir Barel
SVM STAR VENTURE CAPITAL Management Ltd.
By: /s/ Dr. Meir Barel
Dr. Meir Barel, Director
SVM Star Ventures Management GmbH No. 3
By: /s/ Dr. Meir Barel
Dr. Meir Barel, Director
Appendix A
Identity of each member of the group
Dr. Meir Barel ("Barel"), a German citizen who is a professional investment
manager residing at Munich, Germany.
SVM STAR VENTURE CAPITAL Management Ltd. ("STAR Israel"), an Israeli company
which manages investments primarily in securities of Israeli and Israel-related
companies. STAR Israel manages the investments of Star Management of
Investments (1993) Limited Partnership, which invests primarily in securities
of Israeli and Israel-related companies, including the securities of the
Company which are the subject of this filing. The sole director and
primary owner of STAR Israel is Barel.
SVM Star Ventures Management GmbH No. 3 ("STAR Germany"), a German company
which manages investments primarily in securities of Israeli and Israel-related
companies. STAR Germany manages the affairs of SVE Star Ventures Enterprises No.
II, a German Civil Law Partnership (with limitation of liability), SVE Star
Ventures Enterprises No. III, a German Civil Law Partnership (with limitation
of liability), SVE Star Ventures Enterprises No. IIIA, a German Civil Law
Partnership (with limitation of liability), SVM Star Ventures
Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG, SVE Star Ventures
Enterprises No. V, a German Civil Law Partnership (with limitation of
liability), SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co.
Beteiligungs KG No. 2 and SVE Star Ventures Enterprises No. VII, a German Civil
Law Partnership (with limitation of liability), which invest primarily in
securities of Israeli and Israel-related companies including the securities of
the Company which are the subject of this filing. The sole director and primary
owner of STAR Germany is Barel.