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. 6)*
ON TRACK INNOVATIONS LTD.
(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.1 PER SHARE
(Title of Class of Securities)
M8791A109
(CUSIP Number)
Oded Bashan
Z.H.R. Industrial Zone
P.O. Box 32, Rosh Pina, Israel 12000
(011) 972-4-686-8000
With copies to:
David P. Stone, Esq. Howard E. Berkenblit, Esq.
Weil, Gotshal & Manges LLP ZAG/S&W LLP
767 Fifth Avenue One Post Office Square
New York, NY 10153 Boston, MA 02109
(212)310-8000 (617)548-9127
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 2006
(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 Rule 13d-l(e), 13d-l(f) or 13d-l(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 13d-7 for other parties to whom copies are to be sent.
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).
(Continued on following pages)
(Page 1 of 7 Pages)
* 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 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).
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CUSIP NO. M87991A109 SCHEDULE 13D Page 3 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oded Bashan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX 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 (1)
3,041,512
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER (2)
REPORTING 828,621
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,041,512
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)
19.9%
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14 TYPE OF REPORTING PERSON
HC, IN
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(1) Consists of (i) 828,621 Ordinary Shares (as defined herein) held
directly by Mr. Bashan, which includes 15,450 Ordinary Shares held by Mr.
Bashan's wife and (ii) 2,212,891 Ordinary Shares to which Mr. Bashan has (a)
voting power pursuant to the irrevocable proxies granted in connection with the
InSeal Transaction (as defined herein), the Offer (as defined herein), the South
China Transactions (as defined in Amendment No. 5 to this Schedule 13D), and
private placements, and (b) no disposition power.
(2) Consists of 828,621 Ordinary Shares held directly by Mr. Bashan, which
includes 15,450 shares held by Mr. Bashan's wife.
(3) Percentage of beneficial ownership is based on the total number of
outstanding Ordinary Shares, which is 15,251,367.
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CUSIP NO. M87991A109 SCHEDULE 13D Page 4 of 7 Pages
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EXPLANATORY NOTE
This Amendment No. 6 (this "Amendment No. 6") amends and supplements the
statement on Schedule 13D (the "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, and
that certain Amendment No. 5 filed on December 29, 2005, by Oded Bashan.
Capitalized terms used herein and not otherwise defined herein have the
respective meanings ascribed thereto in the Schedule 13D, as amended to date.
This Amendment No. 6 relates to the Company's Tender Offer Statement on Schedule
TO, filed with the Securities and Exchange Commission on April 12, 2006, as
amended on May 22, 2006, and incorporated herein by reference (the "Offer"), and
to the acquisition of 100% of the share capital of InSeal SAS by the Company as
described below under Item 4.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 3 IS AMENDED TO ADD THE FOLLOWING INFORMATION:
In accordance with the Offer, Mr. Bashan has been granted irrevocable proxies by
67 Holders who accepted the Offer and exercised their Options pursuant to the
Alternative Option Exercise Mechanism ("the Participating Holders") to vote in
his sole discretion all of the Shares held by such Participating Holders. As of
May 30, 2006, the Participating Holders hold 2,843,434 Shares, all of which are
subject to the irrevocable proxies. Mr. Bashan holds the voting power with
respect to such Shares until the sale or transfer of the Shares to a third party
who is not a member of the Holder's immediate family and is not owned or
controlled by Holder or a member of Holder's immediate family, as described in
the Offer documents.
As of May 12, 2006, Mr. Bashan has been granted irrevocable proxies by the
InSeal Shareholders (as defined in Item 4 below), to vote in his sole discretion
all of the InSeal Shares (as defined in Item 4 below) held by the InSeal
Shareholders. As of May 30, 2006, the InSeal Shareholders hold 243,800 InSeal
Shares, all of which are subject to irrevocable proxies.
As of May 30, 2006, Mr. Bashan is the beneficial owner of 3,041,512 Ordinary
Shares of the Company, consisting of (i) 828,621 Ordinary Shares held directly
by Mr. Bashan, which include 15,450 Ordinary Shares held by Mr. Bashan's wife,
and (ii) 2,212,891 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 Item 4 below), the Offer, the South China
Transactions and private placements, and (b) no disposition power.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 IS AMENDED TO ADD THE FOLLOWING INFORMATION:
On April 12, 2006, On Track Innovations Ltd., incorporated in the State of
Israel (the "Company") made an Offer to each of the Company's and the Company's
subsidiaries' employees, and the Company's directors and office holders (the
term "office holder" includes a director, the chief executive officer, the chief
business manager, a vice president and any officer that reports directly to the
chief executive officer, but for purposes of the Offer excluded "External
Directors," as such term is defined in the Israeli Companies Law of 1999) (each
a "Holder") who held outstanding options to purchase an aggregate of 4,485,017
ordinary shares nominal value NIS 0.1 per share, of the Company ("Ordinary
Shares") (the "Options"), which were issued by the Company pursuant to the terms
of the Company's 2001 Share Option Plan or the Company's 1995 Share Option Plan,
which was superseded by the 2001 Share Option Plan, as amended to exercise all
of his or her outstanding Options into such number of Ordinary Shares based on
the Black-Scholes pricing model (the "Alternative Option Exercise Mechanism").
In accordance with the terms of the Offer, each Holder who chose to exercise his
or her Options pursuant to the Alternative Option Exercise Mechanism was
required to sign an irrevocable proxy pursuant to which the voting rights
associated with the shares received by each Holder were granted to the Company's
Chairman, Oded Bashan, until the sale or transfer of the Shares to an
unaffiliated third party. The Offer terminated at midnight, U.S. Eastern time,
on the evening of May 16, 2006.
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CUSIP NO. M87991A109 SCHEDULE 13D Page 5 of 7 Pages
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On May 12, 2006, the Company purchased 100% of the share capital of InSeal SAS
(the "InSeal Transaction") for an aggregate of 243,800 Ordinary Shares (the
"InSeal Shares") and warrants to acquire 180,000 Ordinary Shares. The Company
issued the InSeal Shares to Fabien Franceschini, Philippe Freimy, Gilles
Dumortier, Bruno Charrat and Jean-Pierre Enguent (the "InSeal Shareholders") in
connection with the InSeal Transaction. Mr. Bashan was granted irrevocable
proxies with respect to the InSeal Shares by the InSeal Shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5 IS AMENDED TO ADD THE FOLLOWING INFORMATION:
(a) Mr. Bashan beneficially owns 3,041,512 Ordinary Shares of the Company,
which represent approximately 19.9% of the Company's issued and outstanding
Ordinary Shares, consisting of (i) 828,621 Ordinary Shares held directly by Mr.
Bashan, which includes 15,450 held by Mr. Bashan's wife, and (ii) 2,212,891
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 and private placements, and (b) no
disposition power.
(b) Mr. Bashan has the sole power to vote 3,041,512 Ordinary Shares, which
he beneficially owns. Mr. Bashan has the sole power to dispose of 828,621
Ordinary Shares, and the InSeal Shareholders, the Participating Holders and
those who hold Ordinary Shares pursuant to the South China Transaction and
private placements have the sole power to dispose of 2,212,891 Ordinary Shares.
(c) Other than the transactions described above in this Item 6, Mr. Bashan
has not engaged in any transactions in the Company's Ordinary Shares during the
past sixty (60) days.
(d) Except for Mr. Bashan, the InSeal Shareholders, the Participating
Holders and those who hold Ordinary Shares pursuant to the South China
Transaction and 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 the Schedule 13D as amended by
this Amendment No. 6.
(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:
Each Holder, pursuant to the terms of the Offer, was required to enter into an
irrevocable proxy as a part of the compensatory purpose of the Offer.
Each InSeal Shareholder, pursuant to the terms of the InSeal Transaction, was
required to enter into an irrevocable proxy as part of the consideration given
to the Company.
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CUSIP NO. M87991A109 SCHEDULE 13D Page 6 of 7 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
ITEM 7 IS AMENDED TO ADD THE FOLLOWING INFORMATION:
The following documents are filed as exhibits hereto:
Exhibit 1. Form of Irrevocable Proxy (filed as
Exhibit (a)(1)(D) to the Company's Tender
Offer Statement on Schedule TO, filed with
the Securities and Exchange Commission on
April 12, 2006, as amended, and incorporated
herein by reference).
Exhibit 2. Form of Irrevocable Proxy - InSeal Transaction.
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CUSIP NO. M87991A109 SCHEDULE 13D Page 7 of 7 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: May 30, 2006
By: /s/ Oded Bashan
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Oded Bashan
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EXHIBIT 2
IRREVOCABLE PROXY
The undersigned, shareholder ("SHAREHOLDER") of On Track Innovations Ltd., an Israeli company (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints Oded Bashan and/or anyone Oded Bashan so appoints and/or anyone to whom this Proxy is so assigned (without the need to obtain the undersigned's consent), as the sole attorneys-in-fact and proxies of the undersigned with full power of substitution and re-substitution, to vote and exercise all voting and related rights with respect to, and to grant consent or approval in respect of (in each case, to the full extent that the undersigned is entitled to do so), all of the ordinary shares nominal value NIS 0.1 per share, of the Company issued to the undersigned out of Aggregate Share Consideration and pursuant to a certain Share Contribution Agreement by and between the undersigned, the Company and others dated May 11, 2006 (the "SHARE CONTRIBUTION AGREEMENT"), reflecting ___________ ordinary shares nominal value NIS 0.1 per share, of the Company ("SHARES"), as of the Closing Date (adjusted to reflect any combination or split of share capital or alike events). Capitalized terms used and not defined herein have the meanings assigned to them in the Share Contribution Agreement.
Any and all prior proxies heretofore given by the undersigned with respect to any of the Shares are hereby revoked and the undersigned hereby covenants and agrees not to grant any subsequent proxies with respect to any Shares.
This Proxy is irrevocable (to the fullest extent permitted by law) and is granted as part of the Share Contribution Agreement.
The attorneys-in-fact and proxies named above are hereby authorized and empowered by the undersigned to act as the undersigned's attorney-in-fact and proxy to vote the Shares and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special, adjourned or postponed meeting of the shareholders of the Company and in every written consent in lieu of such meeting until the sale or transfer of the Shares by the undersigned to an unaffiliated third party (the "TERMINATION DATE"). Immediately following the Termination Date, the attorneys-in-fact and proxies named above may not exercise this Proxy with respect to any matter.
Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.
In the event the Shareholder is or shall become an officer or director of the Company, nothing in this Proxy shall be construed as preventing or otherwise affecting any actions taken by Shareholder in his or her capacity as an officer or director of the Company or in any of its subsidiaries or from fulfilling the obligations of such office (including without limitation, the performance of obligations required by the fiduciary obligations of Shareholder acting solely in his or her capacity as an officer or director).
This Proxy shall terminate, and be of no force or effect, immediately following the Termination Date.
Date: May 11, 2006 __________________________________
Signature
__________________________________
Print Name
___________________________________
___________________________________
Address
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