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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
ON TRACK INNOVATIONS LTD.
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(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.1 PER SHARE
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(Title of Class of Securities)
M8791A 109
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(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.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
(212) 310-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 20, 2004
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(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-1(e), 13d-1(f) or 13d-1(g), check the following
box. [X]
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 6 Pages)
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CUSIP No. M8791A 109 13D Page 2 of 6
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1 NAMES OF REPORTING PERSONS: ODED BASHAN
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: N.A.
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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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4 SOURCE OF FUNDS: OO, PF
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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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6 CITIZENSHIP OR PLACE OF ORGANIZATION: ISRAEL
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NUMBER OF 7 SOLE VOTING POWER: 1,487,911 (1)
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: --
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 882,543(2)
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: --
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,483,911
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: (3) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.5% (4)
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14 TYPE OF REPORTING PERSON: HC, IN
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(1) Consists of (i) 135,368 ordinary shares held directly by Mr. Bashan, (ii
747,175 ordinary shares underlying options exercisable within 60 days, and (iii)
574,248 ordinary shares, and 31,120 ordinary shares underlying warrants
exercisable within 60 days, as to which Mr. Bashan has (a) voting power pursuant
to irrevocable proxies granted in connection with private placements and (b) no
disposition power.
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(2) Consists of (i) 135,368 ordinary shares held directly by Mr. Bashan and (ii)
747,175 ordinary shares underlying options exercisable within 60 days.
(3) The aggregate amount in row (11) excludes 4,000 ordinary shares held by Oded
Bashan Holdings Ltd., which is wholly-owned by Mr. Bashan's wife. Mr. Bashan
disclaims beneficial ownership of the shares held by Oded Bashan Holdings Ltd.
(4) Percentage of beneficial ownership is based on the number of outstanding
ordinary shares of 7,741,276. Shares beneficially owned by Mr. Bashan include
shares that may be acquired thereby pursuant to options and warrants exercisable
within 60 days of the date of this Amendment No. 3. Ordinary shares deemed to be
beneficially owned by virtue of Mr. Bashan's right to acquire these shares
within 60 days of the date of this Amendment No. 3 are treated as outstanding
only for purposes of determining the percent owned by Mr. Bashan.
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EXPLANATORY NOTE
This Amendment No. 3 (this "Amendment No. 3") 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 and that
certain Amendment No. 2 filed on June 18, 2004, 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. 3
relates to the adoption of a sales plan pursuant to Rule 10b5-1(c) by Oded
Bashan, as described below under Item 4.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and restated as follows:
As of January 16, 2004, Mr. Bashan had been granted irrevocable
proxies by a number of purchasers ("the Proxy Purchasers") in connection with
private placements in November and December 2003 and January 2004 to vote in his
sole discretion all of the ordinary shares of OTI held by such Proxy Purchasers,
including any future shares acquired by such Proxy Purchasers. As of September
23, 2004, the Proxy Purchasers hold 574,248 ordinary shares of OTI and 31,120
warrants to acquire ordinary shares of OTI, all of which are subject to the
irrevocable proxies. Mr. Bashan holds the voting power with respect to such
ordinary shares for so long as the shares are held by the Proxy Purchasers.
As of September 23, 2004, Mr. Bashan is the beneficial owner of
1,487,911 shares of OTI, consisting of (i) 135,368 ordinary shares held directly
by Mr. Bashan, (ii) 747,175 ordinary shares underlying options exercisable
within 60 days, and (iii) 574,248 ordinary shares, and 31,120 ordinary shares
underlying warrants exercisable within 60 days, as to which Mr. Bashan has (a)
voting power pursuant to irrevocable proxies granted in connection with private
placements and (b) no disposition power.
ITEM 4. PURPOSE OF TRANSACTION.
On September 20, 2004, Mr. Bashan entered into a sales plan (the
"Sales Plan") with a third party broker (the "Broker") pursuant to the
provisions of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended.
The Sales Plan complies with the requirements of Rule 10b5-1(c) and permits
sales to be made through the Broker until March 31, 2005, unless the Sales Plan
is terminated earlier in accordance with its terms. The Sales Plan provides for
sales of up to 142,000 shares of OTI held by Mr. Bashan (which constitutes less
than 20% of the total number of options exercisable within 60 days held by Mr.
Bashan) upon the satisfaction of certain pricing and other conditions. Mr.
Bashan has adopted the Sales Plan for diversification and liquidity purposes. In
particular, Mr. Bashan has exercised, and intends to continue to exercise,
options granted to him under OTI's 2001 Share Option Plan. He intends to sell
shares issued to him upon such exercise mainly to finance his payment of the
exercise price and related income tax obligations.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated as follows:
(a) Mr. Bashan beneficially owns 1,487,911 ordinary shares, which
represent approximately 17.5% of OTI's issued and outstanding ordinary shares,
consisting of (i) 135,368 ordinary shares held directly by Mr. Bashan, (ii)
747,175 ordinary shares underlying options exercisable within 60 days, and (iii)
574,248 ordinary shares, and 31,120 ordinary shares underlying warrants
exercisable within 60 days, as to which Mr. Bashan has (a) voting power pursuant
to irrevocable proxies granted in connection with private placements and (b) no
disposition power.
(b) Mr. Bashan has the sole power to vote 1,487,911 ordinary
shares he beneficially owns. Mr. Bashan has the sole power to dispose of 882,543
ordinary shares (including 747,175 ordinary shares underlying options
exercisable within 60 days), and the Proxy Purchasers have the sole power to
dispose of 605,368 ordinary shares (including 31,120 ordinary shares underlying
warrants exercisable within 60 days).
(c) The sales set forth below were made by Mr. Bashan in open
market transactions pursuant to the Sales Plan:
Date Number of Shares Sold Price Per Share
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09/20/2004 4,000 $9.10
09/20/2004 2,000 $9.20
09/21/2004 2,000 $9.00
09/21/2004 4,000 $9.10
09/21/2004 2,000 $9.15
09/21/2004 2,000 $9.20
09/22/2004 4,950 $9.00
09/22/2004 4,000 $8.85
As noted above, all of the sales described above (which sales constitute less
than 20% of the total number of shares available for sale under the Sales Plan)
were of shares issued to Mr. Bashan upon his exercise of outstanding stock
options, and the proceeds of those sales were and will be used in part to pay
the exercise price of the options and related income tax obligations. In
addition, all of the sales described above were made at the Broker's discretion
in compliance with the requirements of Rule 10b5-1(c).
Other than the transactions described above in this Item 5, Mr.
Bashan has not engaged in any transactions in OTI's ordinary shares during the
past sixty (60) days.
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(d) Except for Mr. Bashan, the Lenders and the Proxy Purchasers,
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. 3.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Bashan has entered into a Sales Plan effective September 20,
2004 with respect to the ordinary shares of OTI as described in Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following document is filed as an exhibit hereto:
Exhibit 1. Sales Plan, dated as of September 20, 2004, between
Oded Bashan and CIBC Israel Ltd. Corp., acting as agent.
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SIGNATURE
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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: September 24, 2004
By: /s/ Oded Bashan
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Oded Bashan
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