-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WjmEyYMX0ypkBtqoEVFnJmqK/7YrUR+mAtnjWMUG6KiPTYV1cO8dAMmr9znHpfLJ EvN87NK42dZ3t9Ajuj8Cpg== 0001178913-08-000118.txt : 20080114 0001178913-08-000118.hdr.sgml : 20080114 20080114094025 ACCESSION NUMBER: 0001178913-08-000118 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080114 DATE AS OF CHANGE: 20080114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ON TRACK INNOVATIONS LTD CENTRAL INDEX KEY: 0001021604 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78575 FILM NUMBER: 08527629 BUSINESS ADDRESS: STREET 1: P O BOX 32 STREET 2: ZHR INDUSTRIAL ZONE CITY: ROSH PINAISRAEL STATE: L3 BUSINESS PHONE: 2126616500 MAIL ADDRESS: STREET 1: ZHR INDUSTRIAL ZONE STREET 2: PO BOX 32 CITY: ROSH PINA IARAEL STATE: L3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASHAN ODED CENTRAL INDEX KEY: 0001201440 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ON TRACK INNOVATIONS LTD. STREET 2: Z.H.R. INDUSTRIAL ZONE CITY: ROSH PINA STATE: A1 ZIP: 00000 SC 13D/A 1 zk84709.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13D-2(a)
(Amendment No. 8)*

ON TRACK INNOVATIONS LTD.
(Name of Issuer)

Ordinary Shares, par value Nis 0.1 per share
(Titles of Classes of Securities)

M8791A109
(CUSIP Number)

Oded Bashan
Z.H.R. Industrial Zone
P.O. Box 32m Rosh Pina, Israel 12000
(011) 972-4-686-8000


With copies to:
 
Edwin L. Miller Jr., Esq. Shmuel Zysman, Adv.
Zysman, Aharoni, Gayer & Sullivan & Worcester Zysman, Aharoni, Gayer & Ady Kaplan & Co.
& Co., LLP Law Offices
One Post Office Sq. 41-45 Rothschild Bl., "Beit-Zion"
Boston, Massachusetts 02109 Tel Aviv 65748, Israel
(617) 338-2800 (011) 972-3-795-5555

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

December 31, 2007
(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 statement because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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. M87991A109 SCHEDULE 13D Page 2 of 5 pages

1) NAME OF REPORTING PERSON

Oded Bashan
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3) SEC USE ONLY
 
4) SOURCE OF FUNDS

OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 o
6) CITIZENSHIP OR PLACE OF ORGANIZATION

Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7) SOLE VOTING POWER
3,906,989(1)
8) SHARED VOTING POWER
0
9) SOLE DISPOSITIVE POWER
685,265(2)
10) SHARED DISPOSITIVE POWER
0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,906,989 (1) - See Item 5
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.9% (3)
14) TYPE OF REPORTING PERSON

HC, IN

(1) Consists of (i) 677,803 ordinary shares, nominal value NIS 0.1 per share, of the Company (“Ordinary Shares”) held directly by Mr. Bashan, and additional 7,462 Ordinary Shares held by Mr. Bashan’s wife, and (ii) 3,221,724 Ordinary Shares to which Mr. Bashan has (a) voting power pursuant to the irrevocable proxies granted in connection with the InSeal Transaction (as defined in Amendment No. 6 to this Schedule 13D filed on May 30, 2006), the Offer (as defined in Amendment No. 6 to this Schedule 13D), the South China Transactions (as defined in Amendment No. 5 to this Schedule 13D filed on December 29, 2005), the SuperCom Transaction (as defined in Amendment No. 7 to this Schedule 13D filed on January 22, 2007) and certain private placements, and (b) no disposition power.

(2) Consists of 677,803 Ordinary Shares held directly by Mr. Bashan, and additional 7,462 shares held by Mr. Bashan’s wife.

(3) Percentage of beneficial ownership is based on the total number of outstanding Ordinary Shares, which is 19,627,068 as of December 31st 2007.

CUSIP NO. M87991A109 SCHEDULE 13D Page 3 of 5 pages

EXPLANATORY NOTE

This Amendment No. 8 (this “Amendment No. 8”) amends and supplements the statement on Schedule 13D (“Schedule 13D”) filed on November 24, 2003, as amended by that certain Amendment No. 1 filed on January 16, 2004, that certain Amendment No. 2 filed on June 18, 2004, that certain Amendment No. 3 filed on September 24, 2004, that certain Amendment No. 4 filed on January 6, 2005, that certain Amendment No. 5 filed on December 29, 2005, that certain Amendment No. 6 filed on May 30, 2006, and that certain Amendment No. 7 filed on January 22, 2007. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in Schedule 13D, as amended to date.

This Amendment No. 8 relates to the material change in the number of Ordinary Shares to which Mr. Bashan has voting power pursuant to the irrevocable proxies granted in connection with the InSeal Transaction (as defined in Amendment No. 6 to this Schedule 13D), the Offer (as defined in Amendment No. 6 to this Schedule 13D), the South China Transactions (as defined in Amendment No. 5 to this Schedule 13D), the SuperCom Transaction (as defined in Amendment No. 7 to this Schedule 13D), and certain private placements, due to the sale of such 1,616,602 Ordinary Shares by their record holders during the year 2007. Mr. Bashan’s proxy is cancelled when these shares are sold.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

ITEM 3 IS AMENDED TO ADD THE FOLLOWING INFORMATION:

In accordance with the transactions defined in the above mentioned Amendments of this Schedule 13D, including the Offer, the South China Transactions, the SuperCom Transaction and certain private placements (collectively, the “Transactions”), irrevocable proxies were executed appointing the Chairman of the Board of Directors (currently Mr. Bashan), on behalf of the Board of Directors, or a person the Board of Directors will instruct, to vote the Ordinary Shares issued in connection with the Transactions.

Mr. Bashan, as the current Chairman of the Board of Directors, holds voting power with respect to such Ordinary Shares until the sale or transfer of such Ordinary Shares to third parties who are not an affiliate of parties to the Transactions in an arm’s length transaction.

As of January 10, 2008, Mr. Bashan is the beneficial owner of 3,906,989 Ordinary Shares of the Company, consisting of (i) 677,803 Ordinary Shares held directly by Mr. Bashan, and additional 7,462 Ordinary Shares held by Mr. Bashan’s wife, and (ii) 3,221,724 Ordinary Shares, to which Mr. Bashan has (a) voting power pursuant to the irrevocable proxies granted in connection with the InSeal Transaction, the Offer, the South China Transactions, the SuperCom Transaction and private placements, and (b) no disposition power.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

ITEM 5 IS AMENDED TO ADD THE FOLLOWING INFORMATION:

(a) Mr. Bashan beneficially holds 3,906,989 Ordinary Shares of the Company, which represent approximately 19.9% of the Company’s issued and outstanding share capital, consisting of (i) 677,803 Ordinary Shares held directly by Mr. Bashan, and additional 7,462 Ordinary Shares held by Mr. Bashan’s wife, and (ii) 3,221,724 Ordinary Shares, to which Mr. Bashan has (a) voting power pursuant to the irrevocable proxies granted in connection with the InSeal Transaction, the Offer, the South China Transactions, the SuperCom Transaction and certain private placements, and (b) no disposition power.

(b) Mr. Bashan has the sole power to vote 3,906,989 Ordinary Shares, which he beneficially owns. Mr. Bashan has the sole power to dispose of 685,265 Ordinary Shares (which include 7,462 Ordinary Shares held by his wife). The InSeal Shareholders, the Participating Holders (as defined in Item 3 of Amendment No. 6 to this Schedule 13D), SuperCom and those holders who hold Ordinary Shares pursuant to the South China Transaction or private placements have the sole power to dispose the remaining 3,221,724 Ordinary Shares.

CUSIP NO. M87991A109 SCHEDULE 13D Page 4 of 5 pages

(c) Other than the transactions described above in this Item 5, Mr. Bashan has not engaged in any transactions in the Ordinary Shares during the past sixty (60) days.

(d) Except for Mr. Bashan, the InSeal Shareholders, the Participating Holders, SuperCom and those holders who hold Ordinary Shares pursuant to the South China Transaction or private placements, 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 this Schedule 13D, as amended by this Amendment No. 8.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

ITEM 6 IS AMENDED TO ADD THE FOLLOWING INFORMATION:

The number of Ordinary Shares to which Mr. Bashan has voting power pursuant to the irrevocable proxies granted in connection with the InSeal Transaction, the Offer, the South China Transactions, the SuperCom Transaction and private placements, was reduced to 3,221,724 as of December 31, 2007, as a result of sales of some of these shares by the record holders thereof.

CUSIP NO. M87991A109 SCHEDULE 13D Page 5 of 5 pages

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: January 14, 2008



By: /s/ Oded Bashan
——————————————
Name: Oded Bashan

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