UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13D-2(a)
(Amendment No. 10)*
ON TRACK INNOVATIONS LTD.
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(Name of Issuer)
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Ordinary Shares, par value NIS 0.1 per share
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(Titles of Classes of Securities)
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Oded Bashan
Z.H.R. Industrial Zone
P.O. Box 32m Rosh Pina, Israel 12000
(011) 972-4-686-8000
With a copy to:
Shmuel Zysman, Adv.
Zysman, Aharoni, Gayer & Ady Kaplan & Co.
Law Offices
41-45 Rothschild Bl., "Beit-Zion"
Tel Aviv 65748, Israel
(011) 972-3-795-5555
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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December 31, 2008
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(Date of Event which Requires Filing of this Statement)
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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 statement 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(b) for other parties to whom copies are to be sent.
* The remainder of this cover page
shall be filled out for a reporting persons 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 on 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).
CUSIP NO. M87991A109
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SCHEDULE 13D
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Page 2 of 5 pages
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1)
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NAME OF REPORTING PERSON
Oded Bashan
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
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3)
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SEC USE ONLY
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4)
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SOURCE OF FUNDS
OO
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5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7)
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SOLE VOTING POWER
2,643,384 (1)
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8)
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SHARED VOTING POWER
0
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9)
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SOLE DISPOSITIVE POWER
869,125 (2)
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10)
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SHARED DISPOSITIVE POWER
0
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11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,643,384 (1) - See Item 5
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12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.19% (3)
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14)
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TYPE OF REPORTING PERSON
HC, IN
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(1)
Consists of (i) 711,663 ordinary shares, nominal value NIS 0.1 per share, of the
Company (Ordinary Shares) held directly by Mr. Bashan, additional
150,000 Ordinary Shares underlying options exercisable within 60 days, and
additional 7,462 Ordinary Shares held by Mr. Bashans wife, and (ii)
1,774,259 Ordinary Shares to which Mr. Bashan has (a) voting power pursuant to
the irrevocable proxies granted in connection with the InSeal Transaction (as
defined in Amendment No. 6 to this Schedule 13D filed on May 30, 2006), the
Offer (as defined in Amendment No. 6 to this Schedule 13D), the South China
Transactions (as defined in Amendment No. 5 to this Schedule 13D filed on
December 29, 2005), the SuperCom Transaction (as defined in Amendment No. 7 to
this Schedule 13D filed on January 22, 2007) and certain private placements, and
(b) no disposition power.
CUSIP NO. M87991A109
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SCHEDULE 13D
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Page 3 of 5 pages
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(2)
Consists of 711,663 Ordinary Shares held directly by Mr. Bashan, additional
150,000 Ordinary Shares underlying options exercisable within 60 days, and
additional 7,462 shares held by Mr. Bashans wife.
(3)
Percentage of beneficial ownership is based on the total number of outstanding
Ordinary Shares, which is 21,534,788 as of December 31 2008.
EXPLANATORY NOTE
This Amendment No. 10 (this
Amendment No. 10) amends and supplements the statement on Schedule 13D
(Schedule 13D) filed on November 24, 2003, as amended by that certain
Amendment No. 1 filed on January 16, 2004, that certain Amendment No. 2 filed on June 18,
2004, that certain Amendment No. 3 filed on September 24, 2004, that certain Amendment No.
4 filed on January 6, 2005, that certain Amendment No. 5 filed on December 29, 2005, that
certain Amendment No. 6 filed on May 30, 2006, that certain Amendment No. 7 filed on
January 22, 2007, that certain Amendment No. 8 filed on January 14, 2008, and that certain
Amendment No. 9 filed on March 20, 2008. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed thereto in Schedule 13D, as
amended to date.
This Amendment No. 10 relates to the material change in the number of
Ordinary Shares to which Mr. Bashan has voting power pursuant to the irrevocable proxies
granted in connection with the InSeal Transaction (as defined in Amendment No. 6 to this
Schedule 13D), the Offer (as defined in Amendment No. 6 to this Schedule 13D), the South
China Transactions (as defined in Amendment No. 5 to this Schedule 13D), the SuperCom
Transaction (as defined in Amendment No. 7 to this Schedule 13D), and certain private
placements, due to the sale of such 1,260,558 Ordinary Shares by their record holders
since the filing of Amendment No. 9 on March 20, 2008. Mr. Bashans proxy is
cancelled when these shares are sold.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION.
ITEM 3 IS AMENDED TO ADD THE
FOLLOWING INFORMATION:
In accordance with the transactions
defined in the above mentioned Amendments of this Schedule 13D, including the InSeal
Transaction, the Offer, the South China Transactions, the SuperCom Transaction and certain
private placements (collectively, the
Transactions
), irrevocable
proxies were executed appointing the Chairman of the Board of Directors (currently Mr.
Bashan), on behalf of the Board of Directors, or a person the Board of Directors will
instruct, to vote the Ordinary Shares issued in connection with the Transactions.
Mr.
Bashan, as the current Chairman of the Board of Directors, holds voting power
with respect to such Ordinary Shares until the sale or transfer of such Ordinary
Shares to third parties who are not an affiliate of parties to the Transactions
in an arms length transaction.
As of December 31, 2008, Mr. Bashan
is the beneficial owner of 2,643,384 Ordinary Shares of the Company, consisting of (i)
711,663 Ordinary Shares held directly by Mr. Bashan, additional
150,000 Ordinary Shares underlying
options exercisable within 60 days, and additional 7,462 Ordinary Shares held by Mr.
Bashans wife, and (ii) 1,774,259 Ordinary Shares, to which Mr. Bashan has (a) voting
power pursuant to the irrevocable proxies granted in connection with the InSeal
Transaction, the Offer, the South China Transactions, the SuperCom Transaction and private
placements, and (b) no disposition power.
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER.
ITEM 5 IS AMENDED TO ADD THE
FOLLOWING INFORMATION:
(a)
Mr. Bashan beneficially holds 2,643,384 Ordinary Shares of the Company, which
represent approximately 12.19% of the Companys issued and outstanding
share capital, consisting of (i) 711,663 Ordinary Shares held directly by Mr.
Bashan, additional 150,000 Ordinary Shares underlying options exercisable within
60 days, and additional 7,462 Ordinary Shares held by Mr. Bashans wife,
and (ii) 1,774,259 Ordinary Shares, to which Mr. Bashan has (a) voting power
pursuant to the irrevocable proxies granted in connection with the InSeal
Transaction, the Offer, the South China Transactions, the SuperCom Transaction
and certain private placements, and (b) no disposition power.
CUSIP NO. M87991A109
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SCHEDULE 13D
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Page 4 of 5 pages
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(b)
Mr. Bashan has the sole power to vote 2,643,384 Ordinary Shares, which he
beneficially owns. Mr. Bashan has the sole power to dispose of 719,125 Ordinary
Shares (which include 7,462 Ordinary Shares held by his wife) and 150,000
Ordinary Shares underlying options exercisable within 60 days. The InSeal
Shareholders, the Participating Holders (as defined in Item 3 of Amendment No. 6
to this Schedule 13D), SuperCom and those holders who hold Ordinary Shares
pursuant to the South China Transaction or private placements have the sole
power to dispose the remaining 1,774,259 Ordinary Shares.
(c)
Other than the transactions described above in this Item 5, Mr. Bashan has not
engaged in any transactions in the Ordinary Shares during the past sixty (60)
days.
(d)
Except for Mr. Bashan, the InSeal Shareholders, the Participating Holders,
SuperCom and those holders who hold Ordinary Shares pursuant to the South China
Transaction or private placements, no other person is known to have the right to
receive or the power to direct the receipt of distributions from, or the
proceeds from the sale of, securities covered by this Schedule 13D, as amended
by this Amendment No. 10.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
ITEM 6 IS AMENDED TO ADD THE
FOLLOWING INFORMATION:
The number of Ordinary Shares to
which Mr. Bashan has voting power pursuant to the irrevocable proxies granted in
connection with the InSeal Transaction, the Offer, the South China Transactions, the
SuperCom Transaction and private placements, was reduced to 1,774,259 as of December 31,
2008, as a result of sales of some of these shares by the record holders thereof.
CUSIP NO. M87991A109
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SCHEDULE 13D
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Page 5 of 5 pages
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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: February 12, 2009
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By: /s/ Oded Bashan
Oded Bashan
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