UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
On Track Innovations LTD. |
(Name of Issuer)
Common Stock, no par value |
(Title of Class of Securities)
M8791A109 |
(CUSIP Number)
Mark R. Beatty 10900 N.E. 4th Street, Suite 1850 Bellevue, WA 98004 (425) 990-4026 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 23, 2012 |
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.
* 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).
CUSIP No. M8791A109 | |||
1 | Names of Reporting Persons I.R.S Identification Nos. of above persons (entities only). Jerry Lafe Ivy, Jr. | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] | ||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) 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 U.S. | ||
NUMBER OF | 7 | Sole Voting Power
2,641,116 | |
8 | Shared Voting Power 422,800** | ||
9 | Sole Dispositive Power 2,641,116 | ||
10 | Shared Dispositive Power 422,800** | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,063,916*** | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||
13 | Percent of Class Represented by Amount in Row (11) 9.84%* | ||
14 | Type of Reporting Person (See Instructions) IN | ||
* The calculation is based on a total of 31,135,062 Ordinary Shares, par value NIS 0.10 per share outstanding as of December 31, 2011, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 11, 2012.
** Represents shares held in an account with Marlene A. Ivy as joint tenants with rights of survivorship.
*** Includes 422,800 shares held in an account with Marlene A. Ivy as joint tenants with rights of survivorship.
CUSIP No. M8791A109 | |||
1 | Names of Reporting Persons I.R.S Identification Nos. of above persons (entities only). Marlene V. Ivy | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] | ||
3 | SEC Use Only | ||
4 | Source of Funds (See Instructions) 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 U.S. | ||
NUMBER OF | 7 | Sole Voting Power
| |
8 | Shared Voting Power 422,800** | ||
9 | Sole Dispositive Power
| ||
10 | Shared Dispositive Power 422,800** | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 422,800** | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||
13 | Percent of Class Represented by Amount in Row (11) 1.36%* | ||
14 | Type of Reporting Person (See Instructions) IN | ||
* The calculation is based on a total of 31,135,062 Ordinary Shares, par value NIS 0.10 per share outstanding as of December 31, 2011, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 11, 2012.
** Represents shares held in an account with Jerry Lafe Ivy, Jr. as joint tenants with rights of survivorship.
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Explanatory Note
This Schedule 13D (“Schedule 13D”) relates to shares of Ordinary Shares, NIS 0.10 par value per share (“Common Stock”), of On Track Innovations, Ltd., an Israel corporation (the “Issuer”). This statement is being filed by Jerry Lafe Ivy, Jr. (“Mr. Ivy”) and Marlene V. Ivy (“Mrs. Ivy” and collectively, the “Reporting Persons”).
Item 4.
Purpose of Transaction
On November 20, 2012, counsel for Mr. Ivy submitted to the Board of Directors of the Issuer a Notice of Meeting, Proxy Statement and Proxy Card for an Extraordinary General Meeting of the Shareholders to be held on December 27, 2012 (the “November Proxy Materials”). The November Proxy Materials proposed to remove three existing directors and to elect eight (8) new directors nominated by Mr. Ivy. These proposals were virtually the same as the proposals submitted to the Issuer on October 19, 2012. Counsel requested that the Issuer file and mail the documents to the Issuer’s shareholders.
In response, the Issuer’s legal counsel indicated that, if Mr. Ivy would withdraw his request, the Board would agree to call the requested shareholder meeting to consider removal of the three existing directors and the election of Mr. Ivy’s nominees. Counsel for the Issuer and counsel for Mr. Ivy exchanged drafts of the form of proxy materials for a shareholder meeting to be scheduled for late December. On Nov. 21st, Mr. David P. Stone and Mr. Mark Green resigned from the Issuer’s board of directors.
On Nov. 23rd, Mr. Ivy’s counsel delivered a letter (attached as Exhibit 99.5) indicating, among other things, Mr. Ivy would withdraw his request if the Issuer duly filed and mailed the notice of the meeting, proxy statement and proxy card in the form agreed to by Mr. Ivy’s and the Issuer’s legal counsels.
By letter dated Nov. 23rd(attached as Exhibit 99.6), the Issuer confirmed the withdrawal of Mr. Ivy’s request for a shareholder meeting, agreed not to enter into any transaction which is not in the ordinary course of business and might adversely affect the shareholders rights or the Issuer’s best interest, and agreed not to cancel or otherwise prevent the occurrence of the shareholder meeting scheduled for Dec. 30, 2012. Simultaneously, on Nov. 23rd, the Issuer filed a Notice of Meeting, Proxy Statement and Proxy Card (the “Filed Proxy Materials”) for an Extraordinary General Meeting of the Shareholders to be held on December 30, 2012. The Filed Proxy Materials contain the following proposals:
o
Removal of Mr. Eli Akavia from his position as a director (Mr. Akavia subsequently resigned on Nov. 26, 2012)
o
Election of two new External Directors:
Eileen Segall
Jeffrey E. Eberwein
o
Election of six new Independent Directors:
Charles M. Gillman
Dilip Singh
Richard Kenneth Coleman, Jr.
Dimitrios Angelis
John Knapp*
Mark Stolper*
*Messrs. Knapp and Stolper will be considered for election only if the shareholders approve an amendment to expand the size of the board of directors, which will be considered at a shareholders meeting scheduled for December 13, 2012.
In the Filed Proxy Materials, Mr. Ivy recommended a vote FOR all the proposals.
Except as set forth in this Item 4, as amended, Mr. Ivy has no other plans or proposals with respect to the Issuer, including any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 7.
Material to Be Filed as Exhibits
99.1 |
| Joint Filing Agreement dated March 2, 2012 (incorporated herein by reference to Exhibit 99.1 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on March 2, 2012) |
99.2 |
| Power of Attorney dated October 5, 2012 (incorporated herein by reference to Exhibit 99.2 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on October 8, 2012) |
99.3 |
| Letter to Shareholders of On Track Innovations LTD. dated October 18, 2012 (incorporated herein by reference to Exhibit 99.3 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on October 8, 2012) |
99.4 |
| Letter to Board of Directors of On Track Innovations LTD. dated October 19, 2012 from Jerry L. Ivy, Jr. (incorporated herein by reference to Exhibit 99.4 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on October 22, 2012) |
99.5 |
| Letter to Board of Directors of On Track Innovations LTD dated November 23, 2012 from Aya Ben David Ashbel, Herzog Fox & Neeman, counsel to Jerry L. Ivy, Jr., withdrawing Mr. Ivy’s request for a shareholder meeting |
99.6 |
| Letter to Jerry L. Ivy, Jr. dated November 23, 2012 from Mr. Arie G. Rubinstein, General Counsel and Company Secretary, On Track Innovations LTD, regarding the shareholder meeting scheduled for December 30, 2012 |
[Balance of the page intentionally left blank]
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Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 27, 2012
/s/ Jerry L. Ivy, Jr.
/s/ Marlene V. Ivy*
Jerry L. Ivy, Jr.
Marlene V. Ivy
* By Jerry L. Ivy, Jr., Attorney in Fact
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