================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
-------------------------
ON TRACK INNOVATIONS LTD.
-------------------------
(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.1 PER SHARE
--------------------------------------------
(Title of Class of Securities)
M8791A 109
----------
(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
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 18, 2004
-------------
(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 5 Pages)
================================================================================
---------------------------- ---------------------------------------- -------------------------------------------------
CUSIP No. M8791A 109 13D Page 2 of 5
------------------------------------------------------------------------------------------------------------------------------------
------------------- ------------------------------------------------- --------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: ODED BASHAN
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: N.A.
------------------- ----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
------------------- ----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------- ------------------------------ ---------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO, PF
------------------- ----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
------------------- ----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: ISRAEL
---------------------------- ------- -----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 1,398,552 (1)
SHARES
------- -----------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: --
OWNED BY
------- -----------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 867,493 (2)
REPORTING
------- -----------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: --
------------------- ----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,394,552
------------------- ----------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: (3) [X]
------------------- ----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.8% (4)
------------------- ----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: HC, IN
------------------- ----------------------------------------------------------------------------------------------------------------
(1) Consists of (i) 135,368 ordinary shares held directly by Mr. Bashan, (ii)
732,125 ordinary shares underlying options exercisable within 60 days, and (iii)
499,939 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.
(2) Consists of (i) 135,368 ordinary shares held directly by Mr. Bashan and (ii)
732,125 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 7,537,635 (according to publicly available information
provided by OTI to date). 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. 2. 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. 2 are treated as outstanding
only for purposes of determining the percent owned by Mr. Bashan.
2
EXPLANATORY NOTE
This Amendment No. 2 (this "Amendment No. 2") amends and supplements the
statement on Schedule 13D (the "Schedule 13D") filed on November 24, 2003, as
amended on January 16, 2004, by Oded Bashan. Capitalized terms used herein and
not otherwise defined herein have the respective meanings ascribed thereto in
the Schedule 13D. The percentage of ordinary shares reported in this Amendment
No. 2 as being beneficially owned by Mr. Bashan and any other information
disclosed herein (other than descriptions of agreements and transactions to
which Mr. Bashan is a party) is based on publicly available information provided
by OTI or other third parties.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 12, 2004 and March 19, 2004, the board of directors of
OTI granted an additional 25,000 and 500,000 options, respectively, under the
Company's 2001 Share Option Plan to Oded Bashan, which grants were ratified by
vote of OTI's shareholders on April 6.
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 up to 1,354,463 ordinary shares and warrants to purchase 677,231
additional ordinary shares at all meetings of OTI's shareholders so long as the
ordinary shares are owned by the original Proxy Purchasers. As of June 1, 2004,
854,524 of such ordinary shares and 646,111 of such warrants or the ordinary
shares underlying such warrants have been sold by the original Proxy Purchasers.
As a result, Mr. Bashan no longer has any voting power with respect to such
ordinary shares that are no longer held by the original Proxy Purchasers.
As of June 18, 2004, Mr. Bashan is the beneficial owner of 1,398,552
shares of OTI, consisting of (i) 135,368 ordinary shares held directly by Mr.
Bashan, (ii) 732,125 ordinary shares underlying options exercisable within 60
days, and (iii) 499,939 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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated as follows:
(a) Mr. Bashan beneficially owns 1,398,552 ordinary shares, which
represent approximately 16.8% of OTI's issued and outstanding ordinary shares,
consisting of (i) 135,368 ordinary shares held directly by Mr. Bashan, (ii)
732,125 ordinary shares underlying options exercisable within 60 days, and (iii)
499,939 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.
3
(b) Mr. Bashan has the sole power to vote 1,398,552 ordinary shares
he beneficially owns. Mr. Bashan has the sole power to dispose of 867,493
ordinary shares (including 732,125 ordinary shares underlying options
exercisable within 60 days), and the Proxy Purchasers have the sole power to
dispose of 531,059 ordinary shares (including 31,120 ordinary shares underlying
warrants exercisable within 60 days).
(c) On February 12, 2004 and March 19, 2004, the board of directors
of OTI granted an additional 25,000 and 500,000 options, respectively, under the
Company's 2001 Share Option Plan to Mr. Bashan, which grants were ratified by
vote of OTI's shareholders on April 6.
On June 16, 2004, Mr. Bashan exercised options to acquire 20,000
ordinary shares of OTI at an exercise price of $2.75 per share. On June 16,
2004, Mr. Bashan, for tax planning purposes, sold 20,000 of the ordinary shares
acquired upon exercise of these options in a privately negotiated transaction at
a price of Euro 7.42 per share.
On June 17, 2004, Mr. Bashan exercised options to acquire 30,000
ordinary shares of OTI at an exercise price of $2.75 per share. On June 17,
2004, Mr. Bashan, for tax planning purposes, sold 30,000 of the ordinary shares
acquired upon exercise of these options in a privately negotiated transaction at
a price of Euro 7.08 per share.
On June 18, 2004, Mr. Bashan exercised options to acquire 20,000
ordinary shares of OTI at an exercise price of $2.75 per share. On June 18,
2004, Mr. Bashan sold 20,000 of the ordinary shares acquired upon exercise of
these options in a privately negotiated transaction at a price of Euro 7.12 per
share.
On June 18, 2004, Mr. Bashan exercised options to acquire (i) 38,125
ordinary shares of OTI at an exercise price of $2.75 per share and (ii) 1,875
ordinary shares of OTI at an exercise price of NIS 0.1 per share, for the
purpose of increasing his equity holdings in OTI.
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.
(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. 2.
(e) N/A.
4
SIGNATURE
---------
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: June 18, 2004
By: /s/ Oded Bashan
-----------------------
Oded Bashan
5