UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION
OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER
SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 001-34830
D. MEDICAL INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
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Granot Mobile Post Hefer, Israel
+972-73-250-7100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Ordinary Shares, nominal par value NIS 0.32 per share
(Title of each class of securities covered by this Form)
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Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
Rule 12h-6(a) x (for equity securities) | Rule 12h-6(d) o (for successor registrants) |
| | |
Rule 12h-6(c) o (for debt securities) | Rule 12h-6(i) o (for prior Form 15 filers) |
PART I
Item 1. Exchange Act Reporting History
A. D. Medical Industries Ltd. (the “Company”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or about August 4, 2010, the date that the Company's Registration Statement on Form F-1 related to the Company's initial public offering in the U.S. was declared effective.
B. The Company has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and corresponding Securities and Exchange Commission (the "Commission") rules for the 12 months preceding the filing of this Form and has filed at least one annual report under section 13(a).
Item 2. Recent United States Market Activity
The Company’s securities were last offered in the United States (other than in offerings limited to employees of the Company and its subsidiaries) in a registered offering under the Securities Act of 1933, as amended, pursuant to Form F-3 filed September 2, 2011 (effective November 18, 2011). No securities were sold in this offering. The Company has filed a post-effective amendment to terminate the registration of unsold securities under this registration statement.
Item 3. Foreign Listing and Primary Trading Market
A. The Company maintains a listing of its ordinary shares on the Tel Aviv Stock Exchange (the “TASE"), which is located in Israel. The TASE constitutes the primary trading market for the ordinary shares.
B. The Company’s ordinary shares were initially listed on the TASE on or about August 29, 1994. The Company has maintained a listing of its ordinary shares on the TASE for at least the 12 months preceding the filing of this Form.
C. During the 12-month period beginning February 1, 2012 and ending January 31, 2013, 96% of trading in the Company’s ordinary shares occurred through the TASE.
Item 4. Comparative Trading Volume Data
Not applicable.
Item 5. Alternative Record Holder Information
As of March 15, 2013, the Company had 71 holders of record on a worldwide basis.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
A. As required by Rule 12h-6(h), the Company published a notice disclosing its intent to terminate its duty to file reports under Section 13(a) and Section 15(d) of the Exchange Act on March 20, 2013, which was submitted under cover of a Form 6-K on March 20, 2013.
B. This notice was disseminated by the major newswire services the Company typically uses to publish its press releases, such as Globe Newswire.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
Not applicable.
PART III
Item 10. Exhibits
None.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, D. Medical Industries Ltd. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, D. Medical Industries Ltd. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
| | D. Medical Industries Ltd. | |
| | | | |
| Dated: March 29, 2013 | By: | /s/ Orly Benizri Solomon | |
| | | Name: Orly Benizri Solomon | |
| | | Title: Chief Executive Officer | |
| | | | |
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