UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)*
Under the Securities Exchange Act of 1934
MAGAL SECURITY SYSTEMS LTD.
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(Name of Issuer)
Ordinary Shares, par value NIS1.00 per share
--------------------------------------------
(Title of Class of Securities)
M6786D 10 4
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(CUSIP Number)
Steven J. Glusband
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 26, 2005
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format will include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page will 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 will 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 will be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. M6786D 10 4
1 NAME OF REPORTING PERSON: Mr. Nathan Kirsh
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Swaziland
NUMBER OF 7 SOLE VOTING POWER: 346,375
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,485,852*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 346,375
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,485,852*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,832,227
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.66%
14 TYPE OF REPORTING PERSON: IN
----------------------
* Mr. Kirsh, The Eurona Foundation and Mira Mag Inc. are the beneficial owners
of 1,485,852 ordinary shares of the Issuer. Mira Mag Inc. directly holds
1,485,852 ordinary shares of the Issuer. The Eurona Foundation is Lichtenstein
trust controlled by Nathan Kirsh, who is also the trustee of such entity. The
Eurona Foundation holds 84.5% of the shares of Mira Mag Inc. Accordingly, Mr.
Kirsh may be deemed to have the sole voting and dispositive power as to the
1,485,852 ordinary shares of the Issuer held by Mira Mag Inc.
2
CUSIP No. M6786D 10 4
1 NAME OF REPORTING PERSON: The Eurona Foundation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Liechtenstein
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,485,852*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,485,852*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,485,852
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.32%
14 TYPE OF REPORTING PERSON: OO
----------------------
* Mr. Kirsh, The Eurona Foundation and Mira Mag Inc. are the beneficial owners
of 1,485,852 ordinary shares of the Issuer. Mira Mag Inc. directly holds
1,485,852 ordinary shares of the Issuer. The Eurona Foundation is Lichtenstein
trust controlled by Nathan Kirsh, who is also the trustee of such entity. The
Erona Foundation holds 84.5% of the shares of Mira Mag Inc. Accordingly, Mr.
Kirsh may be deemed to have the sole voting and dispositive power as to the
1,485,852 ordinary shares of the Issuer held by Mira Mag Inc.
3
CUSIP No. M6786D 10 4
1 NAME OF REPORTING PERSON: Mira Mag Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Liberia
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,485,852*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,485,852*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,485,852
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.32%
14 TYPE OF REPORTING PERSON: CO
----------------------
* Mr. Kirsh, The Eurona Foundation and Mira Mag Inc. are the beneficial owners
of 1,485,852 ordinary shares of the Issuer. Mira Mag Inc. directly holds
1,485,852 ordinary shares of the Issuer. The Eurona Foundation is Lichtenstein
trust controlled by Nathan Kirsh, who is also the trustee of such entity. The
Eurona Foundation holds 84.5% of the shares of Mira Mag Inc. Accordingly, Mr.
Kirsh may be deemed to have the sole voting and dispositive power as to the
1,485,852 ordinary shares of the Issuer held by Mira Mag Inc.
4
This Amendment No. 4 to the Statement on Schedule 13D dated July 24, 2003,
and previously amended on April 22, 2004, is being filled to report the
distribution by Mira Mag Inc. ("Mira Mag") of an aggregate of 337,279 ordinary
shares, NIS 1.0 par value, of Magal Security Systems, Ltd., an Israeli
corporation, (the "Issuer"), whose principal executive offices are located at 17
Altalef Street, Yahud Industrial Zone, 56100, Israel, to Mr. Guy Even-Ezra, Mr.
Asaf Even-Ezra and Ms. Ornit Dekel.
Item 2. Identity and Background
ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
This statement is being filed by Mr. Nathan Kirsh, The Eurona Foundation
(the "Foundation") and Mira Mag Inc., ("Mira Mag").
Mr. Nathan Kirsh is an independent investor. Mr. Kirsh has served as a
director of the Issuer since 1984, as a trustee of the Foundation since its
incorporation and as a director of Mira Mag since its incorporation in 1984. Mr.
Kirsh's business address is c/o Kirsh Holdings Ltd. Development House, Swazi
Plaza, Mbabane, Swaziland.
The Foundation is a trust organized in Liechtenstein. The Eurona Foundation
is an entity controlled by Nathan Kirsh, the trustees of which are Prinz Michael
von Liechtenstein and Nathan Kirsh. The principal business office of the
Foundation is Altenbach 8, P. O. Box 339, FL 9490 Vaduz, Liechtenstein.
Mira Mag is a holding company, incorporated under the law of the state of
Liberia. 84.5% of the shares of Mira Mag are held by the Foundation. The
business address of Mira Mag is c/o International Trust Company of Liberia, 80
Broad Street, City of Monrovia, County of Montserrado, Republic of Liberia. Mira
Mag's directors are Messrs. Nathan Kirsh, Stanley Fleisher and Jacob Even Ezra.
During the last five years, neither Mr. Kirsh, the Foundation or Mira Mag,
nor any of the trustees of the Foundation or the directors and executive
officers of Mira Mag, listed on Schedule 1 hereto, has been (1) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(2) was 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, U.S. federal or state securities laws or
finding any violation with respect to such laws.
5
Item 4. Purpose of Transaction
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
On December 26, 2005, Mira Mag distributed 337,279 of the ordinary shares
of the Issuer that were held by it to the beneficial owners of such shares, Mr.
Guy Even-Ezra, Mr. Asaf Even-Ezra and Ms. Ornit Dekel.
Item 5. Interest in Securities of the Issuer
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) Mr. Kirsh is the holder of 346,375 ordinary shares of the Issuer, or
approximately 3.34% of the 10,372,448 ordinary shares of the Issuer's issued and
outstanding shares as of February 6, 2006.
Mr. Kirsh, the Foundation and Mira Mag are the beneficial holders of
1,485,852 ordinary shares of the Issuer, or approximately 14.32% of the
10,372,448 ordinary shares of the Issuer's issued and outstanding shares as of
February 6, 2006.
(b) Mr. Kirsh has sole power to vote or direct the vote and the sole power
to dispose or direct the disposition of the 346,375 ordinary shares currently
held by him.
Mr. Kirsh, the Foundation and Mira Mag have shared power to vote or direct
the vote and the shared power to dispose or direct the disposition of the
1,485,852 ordinary shares currently beneficially owned by Mr. Kirsh, the
Foundation and Mira Mag.
(c) On December 26, 2005, Mira Mag distributed 337,279 of the ordinary
shares of the Issuer that were held by it to the beneficial owners of such
shares, Mr. Guy Even-Ezra, Mr. Asaf Even-Ezra and Ms. Ornit Dekel. There were no
other transactions in the ordinary shares of the Issuer effected by Mira Mag in
the last 60 days.
6
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned hereby certify that the information set forth in this Statement
is true, complete and correct.
Date: February 10, 2006
/s/ Nathan Kirsh
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Mr. Nathan Kirsh
The Eurona Fouandation
/s/ Nathan Kirsh
----------------
By: Nathan Kirsh
Title: Trustee
Mira Mag Inc.
/s/ Nathan Kirsh
----------------
By: Nathan Kirsh
Title: Director
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Schedule 1
List of Trustees of the Foundation
Name
Prinz Michael von Liechtenstein
Nathan Kirsh
List of Directors and Executive Officers of Mira Mag
Name
Nathan Kirsh
Stanley Fleisher
Jacob Even Ezra.
8