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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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. 11)
FUNDTECH LTD.
(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE
(Title of Class of Securities)
M47095100
(CUSIP Number)
Nitsa Einan, Adv.
Clal Industries and Investments Ltd.
3 Azrieli Center, Triangle Tower
Tel Aviv, 67023
Tel: 972-3-6075795
Israel
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 22, 2002
(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 which 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 ¨
Page 1 of 10 pages
SCHEDULE 13D
CUSIP No. M47095100 |
Page 2 of 10 pages |
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1 |
NAME OF REPORTING PERSONS Clal Industries and Investments Ltd. (no U.S. I.D. number) |
||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
(a) x
|
|||||
3 |
SEC USE ONLY |
||||||
4 |
SOURCE OF FUNDS* |
||||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) |
¨ |
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
||||||
|
7 |
SOLE VOTING POWER |
|||||
8 |
SHARED VOTING POWER |
||||||
9 |
SOLE DISPOSITIVE POWER |
||||||
10 |
SHARED DISPOSITIVE POWER |
||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
||||||
14 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M47095100 |
Page 3 of 10 pages |
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1 |
NAME OF REPORTING PERSONS |
||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
(a) x
|
|||||
3 |
SEC USE ONLY |
||||||
4 |
SOURCE OF FUNDS* |
||||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) |
|
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
||||||
|
7 |
SOLE VOTING POWER |
|||||
8 |
SHARED VOTING POWER |
||||||
9 |
SOLE DISPOSITIVE POWER |
||||||
10 |
SHARED DISPOSITIVE POWER |
||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
||||||
14 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M47095100 |
Page 4 of 10 pages |
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1 |
NAME OF REPORTING PERSONS IDB Holding Corporation Ltd. (no U.S. I.D. number) |
||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
(a) x
|
|||||
3 |
SEC USE ONLY |
||||||
4 |
SOURCE OF FUNDS* |
||||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) |
|
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
||||||
|
7 |
SOLE VOTING POWER |
|||||
8 |
SHARED VOTING POWER |
||||||
9 |
SOLE DISPOSITIVE POWER |
||||||
10 |
SHARED DISPOSITIVE POWER |
||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
||||||
14 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M47095100 |
Page 5 of 10 pages |
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1 |
NAME OF REPORTING PERSONS Leon Recanati |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
(a) x
|
|||||
3 |
SEC USE ONLY |
||||||
4 |
SOURCE OF FUNDS* |
||||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) |
|
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
||||||
|
7 |
SOLE VOTING POWER |
|||||
8 |
SHARED VOTING POWER |
||||||
9 |
SOLE DISPOSITIVE POWER |
||||||
10 |
SHARED DISPOSITIVE POWER |
||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
||||||
14 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M47095100 |
Page 6 of 10 pages |
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1 |
NAME OF REPORTING PERSONS Oudi Recanati |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
(a) x
|
|||||
3 |
SEC USE ONLY |
||||||
4 |
SOURCE OF FUNDS* |
||||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) |
|
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
||||||
|
7 |
SOLE VOTING POWER |
|||||
8 |
SHARED VOTING POWER |
||||||
9 |
SOLE DISPOSITIVE POWER |
||||||
10 |
SHARED DISPOSITIVE POWER |
||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
||||||
14 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M47095100 |
Page 7 of 10 pages |
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1 |
NAME OF REPORTING PERSONS Elaine Recanati |
||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
(a) x
|
|||||
3 |
SEC USE ONLY |
||||||
4 |
SOURCE OF FUNDS* |
||||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) |
|
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
||||||
|
7 |
SOLE VOTING POWER |
|||||
8 |
SHARED VOTING POWER |
||||||
9 |
SOLE DISPOSITIVE POWER |
||||||
10 |
SHARED DISPOSITIVE POWER |
||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
||||||
14 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. M47095100 |
Page 8 of 10 pages |
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1 |
NAME OF REPORTING PERSONS Judith Yovel Recanati |
||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
(a) x
|
|||||
3 |
SEC USE ONLY |
||||||
4 |
SOURCE OF FUNDS* |
||||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2 (E) |
|
|||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
||||||
|
7 |
SOLE VOTING POWER |
|||||
8 |
SHARED VOTING POWER |
||||||
9 |
SOLE DISPOSITIVE POWER |
||||||
10 |
SHARED DISPOSITIVE POWER |
||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
|||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
||||||
14 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
This Amendment No. 11 amends Items 3 and 5 of this Statement on Schedule 13D, as previously filed with the Securities and Exchange Commission. Unless otherwise defined in this Amendment No. 11 to Schedule 13D, capitalized terms have the meanings given to them in Schedule 13D previously filed.
Item 3. Source and Amount of Funds or Other Consideration
On various dates from November 11, 2002, through November 22, 2002 Clal Industries acquired an aggregate of 150,700 Ordinary Shares in open market transactions on the NASDAQ at prices ranging from $3.510 to $3.670 per share.
The cost of the 150,700 Ordinary Shares was funded out of working capital of Clal Industries.
Item 5. Interest in Securities of the Issuer
The Issuer has advised the Reporting Persons that there were 14,326,877 Ordinary Shares outstanding on September 30, 2002. The percentages of Ordinary Shares outstanding set forth in this Statement are based on this number.
As of November 22, 2002, Clal Industries was the direct owner of 4,961,197 Ordinary Shares of the Issuer. As a result of the direct ownership of these Ordinary Shares of the Issuer by Clal Industries and the Reporting Persons direct or indirect ownership interests in Clal Industries, the Reporting Persons may be deemed to share the power to vote and dispose of 4,961,197 Ordinary Shares of the Issuer, constituting approximately 34.63% of the Ordinary Shares of the Issuer.
During the period from August 17, 2002 (the day after the last transaction reported in Schedule 13D) through November 22, 2002, Clal Industries made the following purchases of Ordinary Shares of the Issuer, all of which were made in open market transactions on the NASDAQ:
Date |
Amount of Ordinary Shares |
Price Per Share |
November 11, 2002 |
500 |
$3.510 |
November 11, 2002 |
19,500 |
$3.540 |
November 11, 2002 |
3,000 |
$3.550 |
November 12, 2002 |
800 |
$3.640 |
November 13, 2002 |
50,000 |
$3.610 |
November 13, 2002 |
2,600 |
$3.620 |
November 13, 2002 |
1,000 |
$3.630 |
November 13, 2002 |
6,000 |
$3.640 |
November 13, 2002 |
300 |
$3.660 |
November 13, 2002 |
100 |
$3.670 |
November 14, 2002 |
1,100 |
$3.650 |
November 18, 2002 |
10,000 |
$3.610 |
November 18, 2002 |
2,000 |
$3.570 |
November 18, 2002 |
1,000 |
$3.600 |
November 18, 2002 |
1,500 |
$3.610 |
Page 9 of 10 pages
Date |
Amount of Ordinary Shares |
Price Per Share |
November 18, 2002 |
500 |
$3.630 |
November 19, 2002 |
20,800 |
$3.550 |
November 20, 2002 |
704 |
$3.550 |
November 20, 2002 |
5,246 |
$3.560 |
November 20, 2002 |
4,050 |
$3.620 |
November 21, 2002 |
2,500 |
$3.560 |
November 22, 2002 |
2,500 |
$3.570 |
November 22, 2002 |
5,000 |
$3.550 |
November 22, 2002 |
10,000 |
$3.550 |
As of November 22, 2002, IDB Holding, IDB Development and the Reporting Persons who are natural persons may be deemed to share the power to vote and dispose of the 4,961,197 Ordinary Shares held by Clal Industries, constituting approximately 34.63% of the Ordinary Shares. In addition, Mr. Leon Recanati had the sole power to vote and dispose of 3,200 Ordinary Shares of the Issuer, constituting approximately 0.02% of the Ordinary Shares of the Issuer.
Based on information furnished to the Reporting Persons, Mr. Meir Shannie, the President and Chief Executive Officer of Clal Industries, and Mr. Yeoshua Agassi, the Executive Vice President of Clal Industries, each hold options for 9,000 Ordinary Shares which are exercisable within 60 days after November 22, 2002.
Signature
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.
Dated: as of November 27, 2002
CLAL INDUSTRIES AND INVESTMENTS LTD. |
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IDB DEVELOPMENT CORPORATION LTD. |
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IDB HOLDING CORPORATION LTD. |
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LEON RECANATI |
||||
OUDI RECANATI |
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ELAINE RECANATI |
||||
JUDITH YOVEL RECANATI |
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By: |
IDB HOLDING CORPORATION LTD. |
|||
By: |
S/JAMES I. EDELSON |
|||
James I. Edelson, U.S. Resident Secretary of IDB Holding Corporation Ltd. for itself and on behalf of Clal Industries and Investments Ltd., IDB Development Corporation Ltd., Leon Recanati, Oudi Recanati, Elaine Recanati and Judith Yovel Recanati pursuant to the agreements annexed to Amendment No. 6 to Schedule 13D as exhibits 4-9, as filed. |
Page 10 of 10 pages
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