Avraham Livnat holds, through Avraham Livnat Ltd., a private Israeli
corporation which is controlled by him, approximately 13.2%of the outstanding
shares of IDB Holding, including approximately 10% of the outstanding shares of
IDB Holding owned through Livnat, which is a wholly owned subsidiary of Avraham
Livnat Ltd. These shares of IDB Holding, other than approximately 10% of the
outstanding shares of IDB Holding owned by Livnat, are not subject to the IDB
Shareholders Agreement.
The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers of Clal Electronics, Clal
Industries, IDB Development and IDB Holding are set forth in Exhibits 1 through
4 attached hereto, respectively, and incorporated herein by reference.
(d) None of the Reporting Persons or, to the knowledge of the Reporting Persons,
any of the persons named in Exhibits 1 through 4 to this Statement, has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) None of the Reporting Persons or, to the knowledge of the Reporting Persons,
any of the persons named in Exhibits 1 through 4 to this Statement has, during
the last five years, 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 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented as follows:
The Ordinary Shares reported herein as beneficially owned by the Reporting
Persons are held for investment purposes and the Ordinary Shares are not held
for the purpose of or with the effect of changing or influencing the control of
the Issuer. The Reporting Persons intend to review on a continuing basis their
investment in the Ordinary Shares and take such actions with respect to their
investment as they deem appropriate in light of the circumstances existing from
time to time. Such actions could include, among other things, selling the
Ordinary Shares, in whole or in part, at any time (whether through open market
transactions, privately negotiated transactions or otherwise). The Reporting
Persons could also determine to purchase Ordinary Shares, subject to applicable
laws. Any such decision would be based on an assessment by the Reporting Persons
of a number of different factors, including, without limitation, the business,
prospects and affairs of the Issuer, the market for the Ordinary Shares, the
condition of the securities markets, general economic and industry conditions
and other opportunities available to the Reporting Persons.
To the best knowledge of the Reporting Persons, the persons named in Exhibits
1-4 hereto may purchase or dispose of Ordinary Shares on their own account from
time to time, subject to applicable laws.
Except as may be provided otherwise herein, none of the Reporting Persons, nor
to the best of their knowledge, any of the persons named in Exhibits 1-4 hereto,
has any present plans or proposals which relate to or would result in any of the
actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Page 11 of 22 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statements is hereby amended and restated in its entirety as
follows:
The Issuer has advised the Reporting Persons that there were 24,477,034 Ordinary
Shares outstanding on March 1, 2010. As described in Item 5(c) below, on March
11, 2010, Clal Electronics was issued 336,134 Ordinary Shares upon the exercise
of outstanding warrants. The percentages of Ordinary Shares outstanding set
forth in this Statement are based on the total of the above two numbers, or
24,813,168 Ordinary Shares.
(a), (b) As of March 10, 2010:
Clal Industries and Clal Electronics beneficially own, and may be deemed to
share the power to vote and dispose of, 3,474,476 Ordinary Shares, constituting
approximately 14.00% of the outstanding Ordinary Shares of the Issuer.
IDB Development may be deemed the beneficial owner of, and to share the
power to vote and dispose of the 3,474,476 Ordinary Shares held by Clal
Industries, constituting, in the aggregate, approximately 14.00% of the
outstanding Ordinary Shares of the Issuer. IDB Development disclaims beneficial
ownership of all of the 3,474,476 Ordinary Shares reported in this Statement.
IDB Holding and the Reporting Persons who are natural persons may be deemed
to be the beneficial owners of, and to share the power to vote and dispose of
the 3,474,476 Ordinary Shares beneficially owned by IDB Development,
constituting approximately 14.38 of the outstanding Ordinary Shares of the
Issuer. IDB Holding and the Reporting Persons who are natural persons disclaim
beneficial ownership of such shares.
Based on information furnished to the Reporting Persons, the Reporting
Persons are not aware of any executive officer or director named in Exhibit 1
through 4 to the Statement, beneficially owning any Ordinary Shares.
(c) None of the Reporting Persons or, to the Reporting Persons' knowledge, any
of the executive officers and directors named in Exhibits 1 through 4 to this
Statement, purchased or sold any Ordinary Shares in the sixty days preceding
March 10, 2010, except as set forth below:
During the period from January 8, 2010 through March 10, 2010, Clal
Electronics made the following sales of Ordinary Shares, totaling 1,000,000
Ordinary Shares, at prices ranging from $5.10 to $5.2922 per share, all of which
were made in open market transactions on the NASDAQ:
PRICE PER SHARE (US $) AMOUNT OF ORDINARY SHARES DATE
---------------------- ------------------------- ----
5.10 858,531 March 10, 2010
5.2922 141,469 March 10, 2010
On February 28, 2007 the Issuer issued warrants to Clal Electronics for the
purchase of approximately 872,093 Ordinary Shares at an exercise price of $3.05
per share (the "Warrants"). On March 11, 2010, Clal Electronics exercised all of
the Warrants, via a cashless exercise, and was issued 336,134 Ordinary Shares.
Page 12 of 22 pages
(d) Not applicable.
(e) Not applicable.
ITEM 6. INTEREST IN SECURITIES OF THE ISSUER
Item 6 of the Statement is hereby amended and supplemented as follows:
Clal Electronics is a party to a lock-up letter agreement with the underwriters
for the Issuer's public offering of Ordinary Shares. The lock-up letter
agreement expires 60 days after the date of the Issuer's final prospectus
supplement (April 5, 2010). The restrictions of the lock-up letter agreement do
not apply to the sale by Clal Electronics of up to one million Ordinary Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT # DESCRIPTION
Exhibits 1-4 Name, citizenship, business address, present principal occupation
and employer of executive officers and directors of (1) Clal
Electronics Industries Ltd. (2) Clal Industries and Investments
Ltd., (3) IDB Development and (4) IDB Holding.
Exhibit 5 (*) Joint Filing Agreement between Clal Industries and
Investments Ltd. and Clal Electronics Industries Ltd. authorizing
Clal Industries and Investments Ltd. to file this Schedule 13D
and any amendments hereto.
Exhibit 6 (*) Joint Filing Agreement between Clal Industries and
Investments Ltd. and IDB Development authorizing Clal Industries
and Investments Ltd. to file this Schedule 13D and any
amendments hereto.
Exhibit 7 (*) Joint Filing Agreement between Clal Industries and
Investments Ltd. and IDB Holding authorizing Clal Industries and
Investments Ltd. to file this Schedule 13D and any amendments
hereto.
Exhibit 8 (*) Joint Filing Agreement between Clal Industries and
Investments Ltd. and Mr. Dankner authorizing Clal Industries and
Investments Ltd. to file this Schedule 13D and any amendments
hereto.
Exhibit 9 (*) Joint Filing Agreement between Clal Industries and
Investments Ltd. and Mrs. Bergman authorizing Clal Industries and
Investments Ltd. to file this Schedule 13D and any amendments
hereto.
Exhibit 10 (*) Joint Filing Agreement between Clal Industries and
Investments Ltd. and Mrs. Manor authorizing Clal Industries and
Investments Ltd. to file this Schedule 13D and any amendments
hereto.
Exhibit 11 (*) Joint Filing Agreement between Clal Industries and
Investments Ltd. and Mr. Livnat authorizing Clal Industries and
Investments Ltd. to file this Schedule 13D and any amendments
hereto.
(*) Previously filed as Exhibits 5-11 to Amendment No. 3 to the Schedule 13D
filed with the SEC on December 11, 2007, and incorporated herein by reference.
Page 13 of 22 pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 25, 2010
CLAL ELECTRONICS INDUSTRIES LTD.
CLAL INDUSTRIES AND INVESTMENTS LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY BERGMAN
RUTH MANOR
AVRAHAM LIVNAT
BY: CLAL INDUSTRIES AND INVESTMENTS LTD.
By: /s/ Yehuda Ben Ezra, /s/ Gonen Bieber
-------------------------------------
Yehuda Ben Ezra, and Gonen Bieber authorized signatories of
Clal Industries and Investments Ltd. for itself and on
behalf of IDB Holding Corporation Ltd, IDB Development
Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor
and Avraham Livnat pursuant to the agreements annexed as
exhibits 5-11 to this Schedule 13D.
Page 14 of 22 pages
EXHIBIT 1
Executive Officers and Directors of
CLAL ELECTRONICS INDUSTRIES LTD.
(as of March 10, 2010)
Citizenship is same as country of address, unless otherwise noted.
NAME AND ADDRESS POSITION PRINCIPAL OCCUPATION
---------------- -------- --------------------
Avi Fischer Director Director and Co-Chief Executive
3 Azrieli Center, The Officer of Clal Electronics
Triangular Tower, 44th floor, Industries Ltd.
Tel-Aviv 67023, Israel
Yehuda Ben Ezra Director and Comptroller of Clal Electronics
3 Azrieli Center, The Comptroller Industries Ltd.
Triangular Tower, 44th floor,
Tel-Aviv 67023, Israel
Gonen Bieber * Director and Finance Manager of Clal
3 Azrieli Center, The Finance Manager Electronics Industries Ltd.
Triangular Tower, 44th floor,
Tel-Aviv 67023, Israel
Nitsa Einan General Counsel General Counsel of Clal
3 Azrieli Center, The Electronics Industries Ltd.
Triangular Tower, 44th floor,
Tel-Aviv 67023, Israel
* Mr. Bieber is a dual citizen of Israel and Germany.
Page 15 of 22 pages
EXHIBIT 2
Executive Officers and Directors of
CLAL INDUSTRIES AND INVESTMENTS LTD.
(as of March 10, 2010)
Citizenship is same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman of IDB Holding; IDB Development, Discount
3 Azrieli Center, The Triangular Board of Directors Investment Corporation Ltd. and Clal Industries and
Tower, 44th floor, Tel-Aviv 67023, Investments Ltd.; Businessman and director of companies.
Israel
Avi Fischer Director & Co-Chief Executive Vice President of IDB Holding; Deputy Chairman
3 Azrieli Center, The Triangular Executive Officer of IDB Development; Co-Chief Executive Officer of Clal
Tower, 45th floor, Tel-Aviv 67023, Industries and Investments Ltd..
Israel
Refael Bisker Director Chairman of Property and Building Corporation Ltd.
3 Azrieli Center, The Triangular Co-Chairman of Shufersal Ltd.
Tower, 44th floor, Tel-Aviv 67023,
Israel
Marc Schimmel Director Co-Managing Director of UKI Investments.
54-56 Euston St., London NW1,
United Kingdom
Yecheskel Dovrat Director Economic consultant & director of companies.
1 Nachshon Street, Ramat Hasharon
47301, Israel
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular
Tower 44th floor, Tel-Aviv 67023,
Israel
Shay Livnat Director President of Zoe Holdings Ltd.
3 Azrieli Center, The Triangular
Tower, 45th floor, Tel-Aviv 67023,
Israel
David Leviatan Director Director of companies.
18 Mendele Street, Herzelia 46709,
Israel
Isaac Manor (*) Director Chairman of companies in the motor vehicle sector of the
103 Kahanman Street, David Lubinski Ltd. group.
Bnei Brak 51553, Israel
Dori Manor (*) Director Chief Executive Officer of companies in the motor vehicle
103 Kahanman Street, sector of the David Lubinski Ltd. group.
Bnei Brak 51553, Israel
Adiel Rosenfeld Director Representative in Israel of the Aktiva group.
42 Ha'Alon Street, Timrat 23840,
Israel
Page 16 of 22 pages
Liora Polachek External Director Independent Lawyer, Partner and Director at Sitan
46 He Beiyyar St., Tel Aviv , Polachek Attorney.
Israel
Zeev Ben- Asher External Director Managers Coacher and organizational consultant.
20 Carmely St., Ramt-Gan ,
Israel
Zvi Livnat Co-Chief Executive Executive Vice President of IDB Holding; Deputy Chairman
3 Azrieli Center, The Triangular Officer of IDB Development; Co-Chief Executive Officer of Clal
Tower, 45th floor, Tel-Aviv 67023, Industries and Investments Ltd..
Israel
Boaz Simons Senior Vice Senior Vice President of Clal Industries and Investments
3 Azrieli Center, The Triangular President Ltd..
Tower 45th floor, Tel-Aviv 67023,
Israel
Guy Rosen Senior Vice Senior Vice President of Clal Industries and Investments
3 Azrieli Center, The Triangular President Ltd.; Deputy Chairman of IDB Tourism Ltd..
Tower 45th floor, Tel-Aviv 67023,
Israel
Gonen Bieber (**) Vice President and Vice President and Chief Financial Officer of Clal
3 Azrieli Center, The Triangular Chief Financial Industries and Investments Ltd.; Vice President and
Tower 45th floor, Tel-Aviv 67023, Officer finance manager of IDB Development; Finance manager of
Israel IDB Holding.
Nitsa Einan Vice President and General Counsel of Clal Industries and Investments Ltd.
3 Azrieli Center, The Triangular General Counsel and Clal Biotechnology Industries Ltd.
Tower 45th floor, Tel-Aviv 67023,
Israel
Yehuda Ben Ezra Vice President & Comptroller of Clal Industries and Investments Ltd..
3 Azrieli Center, The Triangular Comptroller
Tower 45th floor, Tel-Aviv 67023,
Israel
Tal Mund Vice President Business Development of Clal Industries and Investments
3 Azrieli Center, the Triangular Ltd..
Tower
45th floor, Tel Aviv 67023, Israel
(*) Dual citizen of Israel and France.
(**) Dual citizen of Israel and Germany.
Page 17 of 22 pages
EXHIBIT 3
Directors and Executive Officers of
IDB DEVELOPMENT CORPORATION LTD.
(as of March 10, 2010)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Board of Chairman of IDB Holding, IDB
3 Azrieli Center, The Directors Development, Discount Investment
Triangular Tower, 44th floor, Corporation Ltd. and Clal
Tel-Aviv 67023, Israel Industries and Investments Ltd.;
Businessman and director of
companies.
Zehava Dankner Director Director of companies.
64 Pinkas Street, Tel Aviv
62157, Israel
Avi Fischer Deputy Chairman of the Board Executive Vice President of IDB
3 Azrieli Center, The of Directors Holding; Deputy Chairman of IDB
Triangular Tower, 45th floor, Development; Co-Chief Executive
Tel-Aviv 67023, Israel Officer of Clal Industries and
Investments Ltd..
Zvi Livnat Deputy Chairman of the Board Executive Vice President of IDB
3 Azrieli Center, The of Directors Holding; Deputy Chairman of IDB
Triangular Tower, 45th floor, Development; Co-Chief Executive
Tel-Aviv 67023, Israel Officer of Clal Industries and
Investments Ltd..
Refael Bisker Director Chairman of Property and
3 Azrieli Center, The Building Corporation Ltd.;
Triangular Tower, 44th floor, Co-Chairman of Shufersal Ltd.
Tel-Aviv 67023, Israel
Jacob Schimmel Director Co-Managing Director of UKI
7 High field Gardens, Investments.
London NW11 9HD, United
Kingdom
Shay Livnat Director President of Zoe Holdings Ltd.
3 Azrieli Center, The
Triangular Tower, 45th floor,
Tel-Aviv 67023, Israel
Eliahu Cohen Director and Chief Executive Chief Executive Officer of IDB
3 Azrieli Center, The Officer Development.
Triangular Tower 44th floor,
Tel-Aviv 67023, Israel
Page 18 of 22 pages
Isaac Manor (*) Director Chairman of companies in the
103 Kahanman Street, motor vehicle sector of the
Bnei Brak 51553, Israel David Lubinski Ltd. group.
Dori Manor (*) Director Chief Executive Officer of
103 Kahanman Street, companies in the motor vehicle
Bnei Brak 51553, Israel sector of the David Lubinski
Ltd. group.
Abraham Ben Joseph Director Director of companies.
87 Haim Levanon Street,
Tel-Aviv 69345, Israel
Amos Malka Director Director of companies
18 Nahal Soreq Street,
Modi'in 71700, Israel
Prof. Yoram Margalioth Director Senior lecturer (expert on tax
16 Ha'efroni Street, laws) at the Faculty of Law in
Raanana 43724, Israel the Tel Aviv University.
Irit Izakson Director Director of companies.
15 Great Matityahou Cohen
Street,
Tel-Aviv 62268, Israel
Lior Hannes Senior Executive Vice Senior Executive Vice President
3 Azrieli Center, The President of IDB Development; Chief
Triangular Tower, 44th floor, Executive Officer of IDB
Tel-Aviv 67023, Israel Investments (U.K.) Ltd.
Dr. Eyal Solganik Executive Vice President and Executive Vice President and
3 Azrieli Center, The Chief Financial Officer Chief Financial Officer of IDB
Triangular Tower, 44th floor, Development; Chief Financial
Tel-Aviv 67023, Israel Officer of IDB Holding.
Ari Raved Vice President Vice President of IDB
3 Azrieli Center, The Development.
Triangular Tower, 44th floor,
Tel-Aviv 67023, Israel
Gonen Bieber ** Vice President and finance Vice President and Chief
3 Azrieli Center, The manager Financial Officer of Clal
Triangular Tower, 45th floor, Industries and Investments Ltd.;
Tel-Aviv 67023, Israel Vice President and finance
manager of IDB Development;
Finance manager of IDB Holding.
Haim Gavrieli Executive Vice President Chief Executive Officer of IDB
3 Azrieli Center, The Holding; Executive Vice
Triangular Tower, 44th floor, President of IDB Development.
Tel-Aviv 67023, Israel
Page 19 of 22 pages
Haim Tabouch Vice President Comptrolling Vice President Comptrolling of
3 Azrieli Center, The IDB Development; Comptroller of
Triangular Tower, 44th floor, IDB Holding.
Tel-Aviv 67023, Israel
Amir Harosh Comptroller Comptroller of IDB Development.
3 Azrieli Center, The
Triangular Tower, 44th floor,
Tel-Aviv 67023, Israel
Inbal Tzion Vice President and Corporate Vice President and Corporate
3 Azrieli Center, The Secretary Secretary of IDB Development;
Triangular Tower, 44th floor, Corporate Secretary of IDB
Tel-Aviv 67023, Israel Holding.
(*) Dual citizen of Israel and France.
(**) Dual citizen of Israel and Germany.
Page 20 of 22 pages
EXHIBIT 4
Directors and Executive Officers of
IDB HOLDING CORPORATION LTD.
(as of March 10, 2010)
Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Board of Chairman of IDB Holding, IDB
3 Azrieli Center, The Directors Development, Discount Investment
Triangular Tower, 44th floor, Corporation Ltd. and Clal
Tel-Aviv 67023, Israel Industries and Investments Ltd.;
Businessman and director of
companies.
Isaac Manor (*) Deputy Chairman of the Board Chairman of companies in the
103 Kahanman Street, of Directors motor vehicle sector of the
Bnei Brak 51553, Israel David Lubinski Ltd. group.
Arie Mientkavich Vice Chairman of the Board of Chairman of Elron; Deputy
3 Azrieli Center, The Directors Chairman of Gazit-Globe Ltd. and
Triangular Tower, 42nd floor, Chairman of Gazit-Globe Israel
Tel-Aviv 67023, Israel (Development) Ltd.
Zehava Dankner Director Director of companies.
64 Pinkas Street, Tel Aviv
62157, Israel
Lior Hannes Director Senior Executive Vice President
3 Azrieli Center, The of IDB Development; Chief
Triangular Tower, 44th floor, Executive Officer of IDB
Tel-Aviv 67023, Israel Investments (U.K.) Ltd.
Refael Bisker Director Chairman of Property and
3 Azrieli Center, The Building Corporation Ltd.;
Triangular Tower, 44th floor, Co-Chairman of Shufersal Ltd.
Tel-Aviv 67023, Israel
Jacob Schimmel Director Co-Managing Director of UKI
7 High field Gardens, Investments.
London NW11 9HD, United Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of
Taavura Junction, Ramle 72102, Avraham Livnat Ltd.
Israel
Eliahu Cohen Director Chief Executive Officer of IDB
3 Azrieli Center, The Development.
Triangular Tower, 44th floor,
Tel-Aviv 67023, Israel
Dori Manor (*) Director Chief Executive Officer of
103 Kahanman Street, companies in the motor vehicle
Bnei Brak 51553, Israel sector of the David Lubinski
Ltd. group.
Page 21 of 22 pages
Meir Rosenne Director Attorney.
8 Oppenheimer Street, Ramat
Aviv,
Tel Aviv 69395, Israel
Shmuel Dor External Director Head of auditing of subsidiaries
7 Tarad Street, Ramat Gan of Clalit Health Services
52503, Israel
Zvi Dvoresky External Director Chief Executive Officer of Beit
3 Biram Street, Haifa 34986, Kranot Trust Ltd.
Israel
Zvi Livnat Director and Executive Vice Executive Vice President of IDB
3 Azrieli Center, The President Holding; Deputy Chairman of IDB
Triangular Tower, 45th floor, Development; Co-Chief Executive
Tel-Aviv 67023, Israel Officer of Clal Industries and
Investments Ltd..
Haim Gavrieli Chief Executive Officer Chief Executive Officer of IDB
3 Azrieli Center, The Holding; Executive Vice
Triangular Tower, 44th floor, President of IDB Development.
Tel-Aviv 67023, Israel
Avi Fischer Executive Vice President Executive Vice President of IDB
3 Azrieli Center, The Holding; Deputy Chairman of IDB
Triangular Tower, 45th floor, Development; Co-Chief Executive
Tel-Aviv 67023, Israel Officer of Clal Industries and
Investments Ltd..
Dr. Eyal Solganik Chief Financial Officer Chief Financial Officer of IDB
3 Azrieli Center, The Holding; Executive Vice
Triangular Tower, 44th floor, President and Chief Financial
Tel-Aviv 67023, Israel Officer of IDB Development.
Haim Tabouch Comptroller Comptroller of IDB Holding; Vice
3 Azrieli Center, The President Comptrolling of IDB
Triangular Tower, 44th floor, Development.
Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France.
Page 22 of 22 pages
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