UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
STARLIMS Technologies Ltd.
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(Name of Issuer)
Ordinary Shares, par value NIS 1.0 per share
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(Title of Class of Securities)
M8484K 109
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(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
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 14, 2009
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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), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall 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 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. M8484K 109
1 NAME OF REPORTING PERSON: Itschak Friedman
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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0- Ordinary Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,834,575 Ordinary Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,540,256 Ordinary Shares*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0- Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,834,575 Ordinary Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.59%**
14 TYPE OF REPORTING PERSON: IN
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* Mr. Itschak Friedman directly holds 1,540,256 ordinary shares of the
Issuer. Messrs. Itschak Friedman, Dinu Toiba and Chaim Friedman are parties
to a voting agreement dated October 31, 1993, as amended on December 21,
2005, with respect to the ordinary shares of the Issuer beneficially owned
by them. The voting agreement also grants the parties a right of first
refusal to purchase each other's ordinary shares in the Issuer. Mr. Toiba
asked that the voting agreement be terminated in connection with the Merger
(as defined in Item 4 hereof), which request was denied by Messrs. Itschak
Friedman and Chaim Friedman. Accordingly, each of Messrs. Itschak Friedman,
Dinu Toiba and Chaim Friedman may be deemed to have shared voting power of
an aggregate 2,834,575 ordinary shares beneficially owned by them, which
constitute approximately 33.59% of the issued and outstanding ordinary
shares of the Issuer. Each of Messrs. Itschak Friedman, Dinu Toiba and
Chaim Friedman disclaims beneficial ownership of the ordinary shares of the
Issuer that are not directly held by them or entities controlled by them.
** Based on 8,437,492 ordinary shares issued and outstanding as of December
31, 2009 (excluding 1,581,677 ordinary shares held as treasury stock), as
reported by the Issuer in its Proxy Statement filed as Exhibit 99.1 to its
Report of Foreign Private Issuer on Form 6-K for the month of January 2010,
submitted to the Securities and Exchange Commission on January 20, 2010.
CUSIP No. M8484K 109
1 NAME OF REPORTING PERSON: Dinu Toiba
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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0- Ordinary Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,834,575 Ordinary Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 750,000 Ordinary Shares*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0- Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,834,575 Ordinary Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.59%**
14 TYPE OF REPORTING PERSON: IN
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* Mr. Dinu Toiba directly holds 750,000 ordinary shares of the Issuer.
Messrs. Itschak Friedman, Dinu Toiba and Chaim Friedman are parties to a
voting agreement dated October 31, 1993, as amended on December 21, 2005,
with respect to the ordinary shares of the Issuer beneficially owned by
them. The voting agreement also grants the parties a right of first refusal
to purchase each other's ordinary shares in the Issuer. Mr. Toiba asked
that the voting agreement be terminated in connection with the Merger (as
defined in Item 4 hereof), which request was denied by Messrs. Itschak
Friedman and Chaim Friedman. Accordingly, each of Messrs. Itschak Friedman,
Dinu Toiba and Chaim Friedman may be deemed to have shared voting power of
an aggregate 2,834,575 ordinary shares beneficially owned by them, which
constitute approximately 33.59% of the issued and outstanding ordinary
shares of the Issuer. Each of Messrs. Itschak Friedman, Dinu Toiba and
Chaim Friedman disclaims beneficial ownership of the ordinary shares of the
Issuer that are not directly held by them or entities controlled by them.
** Based on 8,437,492 ordinary shares issued and outstanding as of December
31, 2009 (excluding 1,581,677 ordinary shares held as treasury stock), as
reported by the Issuer in its Proxy Statement filed as Exhibit 99.1 to its
Report of Foreign Private Issuer on Form 6-K for the month of January 2010,
submitted to the Securities and Exchange Commission on January 20, 2010.
CUSIP No. M8484K 109
1 NAME OF REPORTING PERSON: Chaim Friedman
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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0- Ordinary Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,834,575 Ordinary Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 544,319 Ordinary Shares*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 64,703 Ordinary Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,834,575 Ordinary Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.59%**
14 TYPE OF REPORTING PERSON: IN
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* Mr. Chaim Friedman directly holds 544,319 ordinary shares of the Issuer. In
addition, 64,703 ordinary shares of the Issuer are held of record by
Sivanir Ltd., an Israeli company, 50% of which is owned by Mr. Chaim
Friedman. Messrs. Itschak Friedman, Dinu Toiba and Chaim Friedman are
parties to a voting agreement dated October 31, 1993, as amended on
December 21, 2005, with respect to the ordinary shares of the Issuer
beneficially owned by them. The voting agreement also grants the parties a
right of first refusal to purchase each other's ordinary shares in the
Issuer. Mr. Toiba asked that the voting agreement be terminated in
connection with the Merger (as defined in Item 4 hereof), which request was
denied by Messrs. Itschak Friedman and Chaim Friedman. Accordingly, each of
Messrs. Itschak Friedman, Dinu Toiba and Chaim Friedman may be deemed to
have shared voting power of an aggregate 2,834,575 ordinary shares
beneficially owned by them, which constitute approximately 33.59% of the
issued and outstanding ordinary shares of the Issuer. Each of Messrs.
Itschak Friedman, Dinu Toiba and Chaim Friedman disclaims beneficial
ownership of the ordinary shares of the Issuer that are not directly held
by them or entities controlled by them.
** Based on 8,437,492 ordinary shares issued and outstanding as of December
31, 2009 (excluding 1,581,677 ordinary shares held as treasury stock), as
reported by the Issuer in its Proxy Statement filed as Exhibit 99.1 to its
Report of Foreign Private Issuer on Form 6-K for the month of January 2010,
submitted to the Securities and Exchange Commission on January 20, 2010.
Item 1. Security and Issuer
This Amendment No. 1 is filed by Itschak Friedman, Dinu Toiba and Chaim
Friedman, the "Reporting Persons"), pursuant to Rule 13d-2 of the Securities
Exchange Act of 1934 and amends Items 4 and 6 of the initial Statement on
Schedule 13D filed by the Reporting Persons on October 10, 2008 (the initial
Schedule 13D and together with Amendment No. 1, the "Statement"). The Statement
relates to the ordinary shares, par value NIS 1.0 per share (the "Ordinary
Shares"), of STARLIMS Technologies Ltd. (the "Issuer"), an Israeli company,
whose principal executive offices are located at 32B Habarzel Street, Tel Aviv
69710, Israel.
Item 4. Purpose of Transaction.
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ITEM 4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
On December 14, 2009, the Issuer, Abbott Investments Luxembourg Sarl, a
company organized under the laws of Luxembourg (the "Purchaser") and a
wholly-owned subsidiary of Abbott Laboratories, and Scorpio Designated
Corporation Ltd., an Israeli company and a newly-formed, wholly-owned subsidiary
of the Purchaser (the "Merger Sub"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"). The Merger Agreement provides for the Purchaser
to acquire the Issuer through a merger of Merger Sub with and into the Issuer
(the "Merger"), with the Issuer to be the surviving corporation (the "Surviving
Corporation").
At the effective time of the Merger (the "Effective Time"), each of the
Issuer's Ordinary Shares issued and outstanding immediately prior to the
Effective Time (other than Ordinary Shares held by the Issuer, the Purchaser and
the Merger Sub) will be converted automatically into the right to receive $14.00
per share in cash without interest (the "Merger Consideration"). At the
Effective Time, each option to acquire the Issuer's Ordinary Shares outstanding
immediately prior to the Effective Time (whether or not then vested or
exercisable) (each, an "Option") shall be cancelled, terminated and converted
into the right to receive a cash amount equal to the Merger Consideration less
the exercise price payable in respect of such Ordinary Share subject to such
Option. At the Effective Time, each restricted stock unit in respect of Ordinary
Shares outstanding immediately prior to the Effective Time (whether or not
vested) (each, an "RSU") shall be cancelled, terminated and converted into the
right to receive a cash amount equal to the Merger Consideration the holder
would have been entitled to receive had such RSU been vested in full and settled
immediately before the Effective Time. After the Merger, the Issuer will be a
privately-held company and an indirect, wholly-owned subsidiary of Abbott
Laboratories.
The Merger Agreement was entered into after negotiations between the
Issuer and Abbott Laboratories, completion of due diligence review and analysis
by Abbott Laboratories, receipt by the Issuer's board of directors of an opinion
from its financial advisor to the effect that as of December 13, 2009, the cash
consideration per share of $14.00 is fair, from a financial point of view, to
the public shareholders of the Issuer (other than those shareholders who are
parties to the certain voting and support agreement dated December 14, 2009) and
approval by the Issuer's audit committee and board of directors.
Pursuant to the Merger Agreement, at the Effective Time, (i) the
directors of Merger Sub will become the directors of the Surviving Corporation,
(ii) the officers of the Issuer will become the officers of the Surviving
Corporation, (iii) the articles of association of Merger Sub will be the
articles of association of the Surviving Corporation, and (iv) the memorandum of
association of the Issuer will be the memorandum of association of the Surviving
Corporation.
The completion of the Merger is subject to various conditions set forth
in the Merger Agreement, including (i) approval of the Merger by vote of holders
of at least a majority of the outstanding Ordinary Shares (not including
abstainees and any votes cast by the Purchaser, Merger Sub, or any person or
entity holding 25% or more of either the voting rights or the right to appoint
directors of the Purchaser or Merger Sub, or anyone acting on behalf of either
of these, including family members or entities under their control) at an
extraordinary meeting of shareholders to be held by the Issuer on February 16,
2010 (the "Meeting") and either (a) the affirmative vote of at least one-third
of the Ordinary Shares voted by "disinterested" shareholders who are present and
voting (not including abstainees) at the Meeting or (b) the total number of
Ordinary Shares voted against the proposal by "disinterested" shareholders does
not represent more than 1% of the outstanding ordinary shares; (ii) at least 50
days shall have lapsed after the filing of the proposal for the Merger with the
Israeli Companies Registrar by both of the Issuer and Merger Sub and at least 30
days shall have lapsed from the approval of the Merger by the shareholders of
each of the Issuer and Merger Sub, (iii) completion of the Merger by September
14, 2010, and (iv) fulfillment of customary closing conditions.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, the full text of the Merger
Agreement, which is included as Exhibit A to this Statement and is incorporated
by reference to this Item 4.
After the Merger, there will be no public market for the Issuer's
Ordinary Shares, no price quotations with respect to sales prices of the
Issuer's Ordinary Shares in the public market, the Issuer's Ordinary Shares will
be delisted from the NASDAQ Global Market and the Tel Aviv Stock Exchange, the
registration of the Issuer's Ordinary Shares under the federal securities laws
will be terminated, and neither the Issuer nor its executive officers, directors
and 5% stockholders will be required to file periodic reports with the SEC.
This Statement on Schedule 13D does not constitute the solicitation of
an offer to buy any securities or a solicitation of any vote, proxy or approval.
The Issuer has filed with the SEC, and mailed to shareholders of the Issuer, a
proxy statement and other related documents with respect to the Meeting to vote
upon the Merger. The proxy statement and such other related documents filed with
the SEC should be read carefully and in their entirety because they contain
important information. Those documents have been sent to persons who were
holders of record of the Ordinary Shares as of the record date for the Meeting
and are available through the EDGAR website maintained by the SEC at
http://www.sec.gov.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On December 14, 2009, the Issuer, the Purchaser and the Merger Sub
entered into the Merger Agreement. For a description of the Merger Agreement see
Item 4 hereof. A copy of the Merger Agreement is included as Exhibit A to this
Statement and is incorporated herein by reference.
On December 14, 2009, Abbott Laboratories entered into a limited
guaranty (the "Limited Guaranty") in favor of the Issuer guaranteeing the
payment and performance of all obligations of the Purchaser existing or
thereafter arising under the Merger Agreement. A copy of the Limited Guaranty is
attached hereto as Exhibit B and incorporated herein by reference.
On December 14, 2009, each of Itschak Friedman, Chaim Friedman, Eyal
Guterman and Sivanir (Management Services) 1992 Ltd. (collectively, the
"Shareholders") entered into a Voting and Support Agreement with the Purchaser
and Merger Sub (collectively, the "Voting Agreements"). Pursuant to the Voting
Agreements, the Shareholders party thereto have (i) agreed to vote all of the
Issuer's Ordinary Shares beneficially owned by them as of December 14, 2009 or
acquired thereafter (A) in favor of the adoption of the Merger Agreement and the
approval of the transactions contemplated thereby, (B) against any action or
agreement (including, without limitation, any amendment of any agreement) that
would result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Issuer in the Merger Agreement, (C) against any Takeover
Proposal (as defined in the Merger Agreement) and (D) against any agreement
(including, without limitation, any amendment of any agreement), amendment of
the Issuer's memorandum and articles of association or other action that is
intended or could reasonably be expected to prevent, impede, interfere with,
delay, postpone or discourage the consummation of the Merger, and (ii) granted
irrevocable proxies to HFN Trust Company Ltd., which is acting on behalf of the
Purchaser and Merger Sub, granting HFN Trust Company Ltd. or its designees the
right to vote such shares as specified in clause (i). The Shareholders have
entered into the Voting Agreements only in their capacities as shareholders of
the Issuer and may vote such shares on all other matters submitted to the
Issuer's shareholders for their approval. The Voting Agreements terminate upon
the earlier to occur of (a) the termination of the Merger Agreement in
accordance with its terms and (b) the Effective Time. A copy of the form of
Voting Agreement is included as Exhibit C to this Statement and is incorporated
herein by reference.
The foregoing descriptions of the Merger Agreement, Limited Guaranty
and Voting Agreements do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, the full text of the Merger
Agreement, Limited Guaranty and Voting Agreements, which are included as
Exhibits to this Statement and are incorporated by reference to this Item 6.
Item 7. Material to be Filed as Exhibits.
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Exhibit A: Agreement and Plan of Merger, dated as of December 14, 2009,
among the Issuer, the Purchaser and the Merger Sub,
incorporated herein by reference to Appendix A to the
Issuer's Proxy Statement filed as Exhibit 99.1 to its Report
of Foreign Private Issuer on Form 6-K for the month of
January 2010, furnished to the Securities and Exchange
Commission on January 20, 2010.
Exhibit B: Limited Guaranty, dated as of December 14, 2009, by and
between the Issuer and Abbott Laboratories
Exhibit C: Form of Voting and Support Agreement, dated as of December
14, 2009, among the Purchaser, Merger Sub and each of the
Shareholders, incorporated herein by reference to Appendix C
to the Issuer's Proxy Statement filed as Exhibit 99.1 to its
Report of Foreign Private Issuer on Form 6-K for the month
of January 2010, furnished to the Securities and Exchange
Commission on January 20, 2010.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: February 09, 2010
/s/Itschak Friedman
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Itschak Friedman
/s/Dinu Toiba
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Dinu Toiba
/s/Chaim Friedman
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Chaim Friedman