*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).
SCHEDULE 13D/A
CUSIP No.
M39927120
1.
|
Names of Reporting Persons
Kanir Joint Investments (2005) Limited Partnership
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-
|
8.
|
SHARED VOTING POWER
6,338,266*
|
9.
|
SOLE DISPOSITIVE POWER
-
|
10.
|
SHARED DISPOSITIVE POWER
5,356,878*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,786,397*
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%*
|
14.
|
TYPE OF REPORTING PERSON
PN
|
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), as a result of the 2008 Shareholders Agreement, the Kanir
Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the
Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned
by the Nechama Reporting Persons.
SCHEDULE 13D/A
CUSIP No.
M39927120
1.
|
Names of Reporting Persons
Kanir Investments Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-
|
8.
|
SHARED VOTING POWER
6,338,266*
|
9.
|
SOLE DISPOSITIVE POWER
-
|
10.
|
SHARED DISPOSITIVE POWER
5,356,878*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,786,397*
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%*
|
14.
|
TYPE OF REPORTING PERSON
CO, HC
|
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), as a result of the 2008 Shareholders Agreement, the Kanir
Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the
Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned
by the Nechama Reporting Persons.
SCHEDULE 13D/A
CUSIP No.
M39927120
1.
|
Names of Reporting Persons
Menahem Raphael
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
454,524
|
8.
|
SHARED VOTING POWER
6,338,266*
|
9.
|
SOLE DISPOSITIVE POWER
454,524
|
10.
|
SHARED DISPOSITIVE POWER
5,356,878*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,240,921*
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%*
|
14.
|
TYPE OF REPORTING PERSON
IN, HC
|
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), as a result of the 2008 Shareholders Agreement, the Kanir
Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the
Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned
by the Nechama Reporting Persons.
SCHEDULE 13D/A
CUSIP No.
M39927120
1.
|
Names of Reporting Persons
Ran Fridrich
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
116,787
|
8.
|
SHARED VOTING POWER
6,338,266*
|
9.
|
SOLE DISPOSITIVE POWER
116,787
|
10.
|
SHARED DISPOSITIVE POWER
5,356,878*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,903,184*
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%*
|
14.
|
TYPE OF REPORTING PERSON
IN, HC
|
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), as a result of the 2008 Shareholders Agreement, the Kanir
Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the
Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned
by the Nechama Reporting Persons.
SCHEDULE 13D/A
CUSIP No.
M39927120
1.
|
Names of Reporting Persons
S. Nechama Investments (2008) Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-
|
8.
|
SHARED VOTING POWER
6,338,266*
|
9.
|
SOLE DISPOSITIVE POWER
-
|
10.
|
SHARED DISPOSITIVE POWER
5,356,878*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,551,869*
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
______________________
*Pursuant to Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), as a result of the 2008 Shareholders Agreement, the Nechama
Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the
Kanir Reporting Persons. The Nechama Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned
by the Kanir Reporting Persons.
SCHEDULE 13D/A
CUSIP No.
M39927120
1.
|
Names of Reporting Persons
Shlomo Nechama
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
464,973
|
8.
|
SHARED VOTING POWER
6,338,266*
|
9.
|
SOLE DISPOSITIVE POWER
464,973
|
10.
|
SHARED DISPOSITIVE POWER
5,356,878*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,016,842*
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%*
|
14.
|
TYPE OF REPORTING PERSON
IN, HC
|
______________________
*Pursuant to Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), as a result of the 2008 Shareholders Agreement, the Nechama
Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the
Kanir Reporting Persons. The Nechama Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned
by the Kanir Reporting Persons.
SCHEDULE 13D/A
CUSIP No.
M39927120
1.
|
Names of Reporting Persons
Bonstar Investments Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
233,257
|
8.
|
SHARED VOTING POWER
-
|
9.
|
SOLE DISPOSITIVE POWER
233,257
|
10.
|
SHARED DISPOSITIVE POWER
-
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,257
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
(see
Item 5)
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*2.2%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D/A
CUSIP No.
M39927120
1.
|
Names of Reporting Persons
Joseph Mor
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
AF
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-
|
8.
|
SHARED VOTING POWER
408,257
|
9.
|
SOLE DISPOSITIVE POWER
-
|
10.
|
SHARED DISPOSITIVE POWER
408,257
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,257
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
(see
Item 5)
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*3.8%
|
14.
|
TYPE OF REPORTING PERSON
IN, HC
|
SCHEDULE 13D/A
CUSIP No.
M39927120
1.
|
Names of Reporting Persons
Ishay Mor
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
AF
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-
|
8.
|
SHARED VOTING POWER
408,257
|
9.
|
SOLE DISPOSITIVE POWER
-
|
10.
|
SHARED DISPOSITIVE POWER
408,257
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,257
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
(see
Item 5)
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*3.8%
|
14.
|
TYPE OF REPORTING PERSON
IN, HC
|
This
Amendment No. 9 to Schedule 13D (this “
Amendment
”) amends the Schedule 13D
originally filed by Kanir LP and Kanir Ltd. on November 14, 2005, as amended on February 21, 2008, on March 11, 2008, on March
31, 2008, on May 6, 2008, on January 26, 2009, on May 18, 2009, on November 17, 2010 and on December 22, 2010.
Item 3.
Source and Amount of Funds or Other
Consideration
Item 3 is hereby amended by adding the following:
The Distribution Shares (as defined in
Item 5 below) were distributed by Kanir LP to certain of its limited partners, as more fully described in Item 5 below. Kanir LP
transferred 55,043 Ordinary Shares to Mr. Ran Fridrich in consideration for the setoff of a certain debt in the amount of $390,840
that was owed to Mr. Fridrich.
Item 4.
Purposes of Transaction
Item 4 is hereby amended by adding the following:
The purchases described in this Amendment were made for investment
purposes.
Item 5.
Interest in the Securities of the Issuer
Item 5 is amended and restated as follows:
(a), (b) See the responses to Items 7 through 11 and 13
of the cover pages to this Schedule 13D.
The ownership percentages set forth in
this Amendment are based on 10,692,371 Ordinary Shares outstanding as of May 1, 2013 (as reported in the Issuer's Form 6-K as filed
with the SEC on May 13, 2013) (which does not include a total of 85,655 Ordinary Shares held as treasury shares under Israeli law,
all of which were repurchased by the Issuer). Such ownership numbers include: (A) the distribution of Ordinary Shares by Kanir
LP to certain of its limited partners on November 30, 2011 in the following amounts: (i) 140,010 Ordinary Shares distributed to
Mr. Menahem Raphael, and an additional 314,514 Ordinary Shares distributed to a BVI private company, which is wholly-owned by Mr.
Raphael, (ii) 140,010 Ordinary Shares distributed to Mr. Ran Fridrich, and (iii) 148,567 Ordinary Shares distributed to Bonstar
Investments Ltd. (collectively, the "
Distribution Shares
") and (B) 55,043 Ordinary Shares transferred to Mr. Ran
Fridrich on May 9, 2013 in consideration for the setoff of a certain debt in the amount of $390,840 that was owed to Mr. Fridrich.
During June, 2013 Mr. Ran Fridrich sold
86,823 Ordinary Shares in various transactions on the NYSE MKT at an approximate weighted average price per share of $7.57.
Kanir LP currently holds 2,786,397 Ordinary
Shares, which constitutes approximately 26.1% of the outstanding Ordinary Shares. Kanir Ltd. in its capacity as the
general partner of Kanir LP has the voting and dispositive power over the Ordinary Shares directly beneficially owned by Kanir
LP. As a result, Kanir Ltd. may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir
LP. Messrs. Raphael and Fridrich are the sole directors of Kanir Ltd. As a result, they may be deemed to
indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP. Messrs. Raphael and Fridrich disclaim
beneficial ownership of such Ordinary Shares.
Nechama
Investments currently holds 3,551,869 Ordinary Shares, which constitutes approximately 33.2% of the outstanding Ordinary Shares,
and Mr. Nechama currently holds 464,973
Ordinary Shares, which
constitute approximately 4.35% of the outstanding Ordinary Shares. On December 2, 2010, Mr. Nechama exercised his remaining warrants
and received 423,677
Ordinary Shares. Mr. Nechama, as the sole
officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any Ordinary Shares beneficially
owned by Nechama Investments, which constitute 37.6% of the outstanding Ordinary Shares in the aggregate.
By virtue of the 2008 Shareholders Agreement,
the Kanir Reporting Persons and the Nechama Reporting Persons may be deemed to be members of a group that holds shared voting power
with respect to 6,338,266 does Ordinary Shares, which constitutes approximately 59.3% of the outstanding Ordinary Shares, and holds
shared dispositive power with respect to 5,356,878 Ordinary Shares (the so-called “Restricted Shares” under the 2008
Shareholders Agreement), which constitute 50.1% of the outstanding Ordinary Shares. Accordingly, Mr. Nechama may be
deemed to beneficially own approximately 63.6% of the Outstanding Ordinary Shares, Mr. Raphael may be deemed to beneficially own
approximately 63.5% of the Outstanding Ordinary Shares and Mr. Fridrich may be deemed to beneficially own approximately 60.37%
of the Outstanding Ordinary Shares. Each of the Kanir Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially
owned by any of the Nechama Reporting Persons, and each of the Nechama Reporting Persons disclaims beneficial ownership of the
Ordinary Shares beneficially owned by any of the Kanir Reporting Persons.
Messrs. Joseph Mor and Ishay Mor currently
beneficially own 175,000 Ordinary Shares held by a company jointly owned by them and 233,257 Ordinary Shares held by Bonstar, which
together constitute approximately 3.82% of the outstanding Ordinary Shares. Bonstar is also a limited partner of Kanir LP and assisted
Kanir LP in the financing of the purchase of some of its Ordinary Shares. Accordingly, Bonstar may be deemed to be a
member of a group with Kanir LP, although there are no agreements between them with respect to the Ordinary Shares beneficially
owned by each of them. The Bonstar Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially
owned by any of the other Reporting Persons, and such Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially
owned by the Bonstar Reporting Persons.
(c) See
Item 5(a) and 5(b) above. Except as described in this Amendment, no transactions in the Ordinary Shares were effected by the Reporting
Persons since the most recent amendment of Schedule 13D.
(d) Not
applicable.
(e) Not
applicable.
SIGNATURE
After reasonable inquiry
and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: August 29, 2013
KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP
By: KANIR INVESTMENTS LTD., its General Partner
By:
/s/ Menahem Raphael
Name: Menahem Raphael
Title: Director
By:
/s/ Ran Fridrich
Name: Ran Fridrich
Title: Director
KANIR INVESTMENTS LTD.
By:
/s/ Menahem Raphael
Name: Menahem Raphael
Title: Director
By:
/s/ Ran Fridrich
Name: Ran Fridrich
Title: Director
/s/ Menahem Raphael
Menahem Raphael
/s/ Ran Fridrich
Ran Fridrich
S. NECHAMA INVESTMENTS (2008) LTD.
By:
/s/ Shlomo Nechama
Name: Shlomo Nechama
Title: Director
/s/ Shlomo Nechama
___________________
Shlomo Nechama
BONSTAR INVESTMENTS LTD.
By:
/s/ Joseph Mor
Name: Joseph Mor
Title: Director
/s/ Joseph Mor_
________________________
Joseph Mor
/s/ Ishay Mor_
________________________
Ishay Mor