SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
OPTIBASE LTD.
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
M7524R108
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(CUSIP Number)
Linda C. Williams, Esq.
Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, CA 94105
Telephone: (415) 983-7334
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 2002
(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.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 Rule
240.13d-7 for other parties to whom copies are to be sent.
*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 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 (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).
Page 1 of 6 Pages
1. NAMES OF REPORTING PERSONS: JOHN KROOSS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): Not applicable
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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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OO
4. SOURCE OF FUNDS:
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) /_/
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U.S. CITIZEN
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
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693,438
7. SOLE VOTING POWER:
NUMBER OF
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SHARES 8. SHARED VOTING POWER:
BENEFICIALLY
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OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 693,438
REPORTING
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PERSON WITH 10. SHARED DISPOSITIVE POWER:
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693,438
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /_/
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5.5%
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
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14. TYPE OF REPORTING PERSON: IN
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Page 2 of 6 Pages
ITEM 1. Security and Issuer.
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This Statement relates to ordinary shares, par value NIS 0.13 per
share ("Ordinary Shares"), of Optibase Ltd. (the "Issuer"). The
address of the Issuer's principal executive offices is 7 Shenkar
St., P.O. Box 2170, Herzliya, 46210 Israel.
ITEM 2. Identity and Background.
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This Statement is being filed by John Krooss, an individual. His
residential address is 2868 Vallejo Street, San Francisco,
California 94123. Mr. Krooss not currently employed. Mr. Krooss
is a citizen of the United States of America.
During the past five years, Mr. Krooss has not been (i)
convicted in any criminal proceeding; or (ii) been party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mr. Krooss was or
is subject to any 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.
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Pursuant to the Agreement and Plan of Reorganization, dated
as of December 4, 2000 (the "Merger Agreement"), by and among
Issuer, Vodka Acquisition Corp. ("Sub"), a Delaware
corporation and a wholly-owned subsidiary of Optibase Inc.,
which in turn is a wholly-owned subsidiary of Issuer,
Viewgraphics Incorporated, a California S corporation (the
"Company"), John Krooss, an individual ("John Krooss"), and
the Krooss 2000 Children's Trust, a California trust for the
benefit of the John Krooss' children, of which Anne Libbin is
trustee, the Sub was merged with and into the Company, the
separate corporate existence of Sub ceased and the Company
continues as the surviving corporation and as a wholly-owned
subsidiary of Optibase Inc. (the "Merger"). On December 4,
2000, as a result of the Merger, John Krooss received a total
of 302,378 Ordinary Shares. In addition, 747,323 Ordinary
Shares were placed in escrow which Mr. Krooss could vote, but
were subject to the terms of the Escrow Agreement, dated as
of December 4, 2000, as amended on as of March 27, 2001 (the
"Escrow Agreement"), by and among Issuer, John Krooss, the
Company and American Stock Transfer & Trust Company, as
escrow agent and transfer agent.
On January 15, 2002, in settlement of Merger related claims
under the Escrow Agreement, Mr. Krooss forfeited his
contingent right to receive 251,285 Ordinary Shares, 322,857
Ordinary Shares were released from escrow to Mr. Krooss and
68,203 Ordinary Shares remain in escrow and subject to the
terms of the Escrow Agreement.
Mr. Krooss is a Director of the Issuer.
Page 3 of 6 Pages
ITEM 4. Purpose of the Transaction.
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Mr. Krooss will hold the Ordinary Shares as an investment. In
addition to the provisions of the Escrow Agreement, the
Ordinary Shares were issued pursuant to an exemption under
the Securities Act of 1933, and therefore are subject to
restrictions on public resale absent registration. Depending
on Mr. Krooss' evaluation of market conditions, market price,
alternative investment opportunities, liquidity needs and
other factors, Mr. Krooss will from time to time explore
opportunities for liquidating all or a portion of the
Ordinary Shares, subject to the limitations described above,
through one or more sales pursuant to public or private
offerings or otherwise. In such event, Mr. Krooss may
determine to retain some portion of the Ordinary Shares as an
investment.
ITEM 5. Interest in Securities of the Issuer.
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The information contained in Item 4 is incorporated herein by
this reference.
(a) Number of Shares Beneficially Owned: See Item 4
Right to Acquire:
Percent of Class:
(b) Sole Power to Vote, Direct the Vote of, or See Item 4
Dispose of Shares:
(c) Recent Transactions: Not applicable
(d) Rights with Respect to Dividends or Sales Not applicable
Proceeds:
(e) Date of Cessation of Five Percent Beneficial Not applicable
Ownership:
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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The information contained in Item 4 is incorporated herein by
reference. Exhibits 1 and 2 set forth the Merger Agreement
and the Escrow Agreement
ITEM 7. Material to be Filed as Exhibits.
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Exhibit 1* Agreement and Plan of Reorganization
Exhibit 2* Escrow Agreement
*Previously filed
Page 4 of 6 Pages
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 as of February 11, 2002
/s/ John R. Krooss
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JOHN KROOSS
Page 5 of 6 Pages
EXHIBIT INDEX
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Exhibit No. Document
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Exhibit 1* Agreement and Plan of Reorganization, dated as of December 4, 2000
Exhibit 2* Escrow Agreement, dated as of December 4, 2000
*Previously filed
Page 6 of 6 Pages