-----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,
ATtiaQt1K4572HgTnifDWZj2btHvkQF0F139aApvKKv9DQjvbfqqGN3LCQCPlrTM
LvkYQ7RW5hGPAyosTbly0w==
UNITED STATES SCHEDULE 13D/A Given Imaging Ltd. (Name of Issuer) Ordinary Shares (Title of Class of Securities) 2797140 (CUSIP Number) Paul Weinberg, Adv. (Name, Address and Telephone Number of Person Authorized to September 4, 2003 (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 Section 240.13d-1(e), 240.13d-1(f) or 249.13d-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 Section 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). SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. RDC Rafael Development Corporation Ltd. 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 3,232,310 9. Sole Dispositive Power 0 10. Shared Dispositive Power 3,232,310 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,232,310 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 12.65% 14. Type of Reporting Person (See Instructions) CO SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. DEP Technology Holdings Ltd. 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 3,232,310 9. Sole Dispositive Power 0 10. Shared Dispositive Power 3,232,310 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,232,310 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 12.65% 14. Type of Reporting Person (See Instructions) CO SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. Elron Electronic Industries Ltd. 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 9,425,972 (1) 9. Sole Dispositive Power 0 10. Shared Dispositive Power 5,963,531 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,425,972 (1) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 36.89% (1) 14. Type of Reporting Person (See Instructions) CO (1) Includes an aggregate of 3,462,441 shares that are owned by Discount Investment Corporation Ltd. ("DIC"), which Elron Electronic Industries Ltd. ("Elron") may be deemed to share voting power of, and to beneficially own, as a result of a voting agreement between Elron and DIC executed on September 29, 2003, as described in Item 6 below. SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. Discount Investment Corporation Ltd. 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) X 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 9,425,972 9. Sole Dispositive Power 0 10. Shared Dispositive Power 9,425,972 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,425,972 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 36.89% 14. Type of Reporting Person (See Instructions) CO SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. IDB Development Corporation Ltd. 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 9,425,972 9. Sole Dispositive Power 0 10. Shared Dispositive Power 9,425,972 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,425,972 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 36.89% 14. Type of Reporting Person (See Instructions) CO SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. IDB Holding Corporation Ltd. 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 9,425,972 9. Sole Dispositive Power 0 10. Shared Dispositive Power 9,425,972 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,425,972 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 36.89% 14. Type of Reporting Person (See Instructions) CO SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. Nochi Dankner 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 9,425,972 9. Sole Dispositive Power 0 10. Shared Dispositive Power 9,425,972 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,425,972 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 36.89% 14. Type of Reporting Person (See Instructions) IN SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. Shelly Dankner-Bergman 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 9,425,972 9. Sole Dispositive Power 0 10. Shared Dispositive Power 9,425,972 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,425,972 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 36.89% 14. Type of Reporting Person (See Instructions) IN SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. Ruth Manor 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 9,425,972 9. Sole Dispositive Power 0 10. Shared Dispositive Power 9,425,972 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,425,972 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 36.89% 14. Type of Reporting Person (See Instructions) IN SCHEDULE 13D/A CUSIP NO. 2797140 1. Names of Reporting Persons. Avraham Livnat 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) Not Applicable 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Israel Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 9,425,972 9. Sole Dispositive Power 0 10. Shared Dispositive Power 9,425,972 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,425,972 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 36.89% 14. Type of Reporting Person (See Instructions) IN This Amendment No. 1 on Schedule 13D/A (the "Amendment") amends the Statement on Schedule 13D previously filed with the Securities and Exchange Commission by the Reporting Persons with respect to the ordinary shares, par value New Israeli Shekel 0.05 per share, of Given Imaging Ltd. (the "Statement"). Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Statement. The following amends Items 2, 5, 6 and 7 of the Statement. Item 2. Identity and Background (a), (b) and (c): The Reporting Persons. As of September 5, 2003, Mrs. Shelly Dankner-Bergman owned directly approximately 4.75% of the outstanding shares of IDB Holding, in addition to approximately 30.02% of the outstanding shares of IDB Holding owned by Ganden, which is controlled by Nochi Dankner and Shelly Dankner-Bergman. The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) RDC, (ii) DEP, (iii) Elron, (iv) DIC, (v) IDB Development and (vi) IDB Holding are set forth in Schedules A, B, C, D, E and F attached hereto, respectively, and incorporated herein by reference. These Schedules replace Schedules A, B, C, D, E and F previously attached to the Statement. Item 5. Interest in Securities of the Issuer As of September 5, 2003: RDC owned directly 3,232,310 Ordinary Shares, or approximately 12.65% of the outstanding Ordinary Shares. RDC shares the power to vote and dispose of these Ordinary Shares. DEP may be deemed beneficial owner of, and to share the power to vote and dispose of, these 3,232,310 Ordinary Shares. Elron owned directly 2,731,221 Ordinary Shares, or approximately 10.69% of the outstanding Ordinary Shares. Elron shares the power to vote and dispose of these Ordinary Shares, and may be deemed to share the power to vote and dispose of the 3,232,310 Ordinary Shares owned by RDC, and also, by reason of a voting agreement between Elron and DIC dated September 29, 2003, as described in Item 6 below, Elron shares the power to vote 3,462,441 Ordinary Shares owned by DIC. As a result of the foregoing, Elron may be deemed beneficial owner of a total of 9,425,972 Ordinary Shares, constituting approximately 36.89% of the outstanding Ordinary Shares. DIC owned directly 3,462,441 Ordinary Shares, or approximately 13.55% of the outstanding Ordinary Shares. DIC shares the power to vote and dispose of these Ordinary Shares, and may be deemed to share the power to vote and dispose of the 5,963,531 Ordinary Shares owned by RDC and Elron, or a total of 9,425,972 Ordinary Shares, constituting approximately 36.89% of the outstanding Ordinary Shares. IDB Development, IDB Holding and the Reporting Persons who are natural persons may each be deemed beneficial owner of, and to share the power to vote and dispose of, an aggregate of 9,425,972 Ordinary Shares held by RDC, Elron and DIC, or approximately 36.89% of the outstanding Ordinary Shares. The Issuer advised the Reporting Persons that there were 25,551,100 outstanding Ordinary Shares as of September 5, 2003. The percentages of the outstanding Ordinary Shares set forth above are based on this number. The following table sets forth the sales of Ordinary Shares (totaling 433,600 Ordinary Shares) made by RDC during the last 60 days preceding September 5, 2003. All such sales were made in open market transactions on the NASDAQ National Market System: Date of Number of Price Per Share August 20, 2003 15,000 $ 11.53 August 21, 2003 17,000 11.54 August 29, 2003 10,000 11.50 September 2, 2003 12,500 11.58 September 3, 2003 37,100 11.50 September 4, 2003 212,000 11.55 September 5, 2003 130,000 11.55
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Elron Electronic Industries Ltd.
The Triangular Tower, 42nd Floor
3 Azrieli Center, Tel Aviv 67023
Israel
Tel: +972 3 6075555
Receive Notices and Communications)
I.R.S. Identification Nos. of above persons (entities only)
I.R.S. Identification Nos. of above persons (entities only)
I.R.S. Identification Nos. of above persons (entities only)
I.R.S. Identification Nos. of above persons (entities only)
I.R.S. Identification Nos. of above persons (entities only)
I.R.S. Identification Nos. of above persons (entities only)
I.R.S. Identification Nos. of above persons (entities only)
I.R.S. Identification Nos. of above persons (entities only)
I.R.S. Identification Nos. of above persons (entities only)
I.R.S. Identification Nos. of above persons (entities only)
Transaction
Shares
Except as aforesaid, none of the Reporting Persons purchased or sold any Ordinary Shares during the last 60 days preceding September 5, 2003.
Information provided to the Reporting Persons indicates that the executive officers and directors of IDB Holding, IDB Development, DIC, Elron, DEP and RDC owned as of September 5, 2003 an aggregate of 62,693 Ordinary Shares (including 21,751 Ordinary Shares that may be acquired pursuant to options to purchase such shares from Elron, and 36,000 Ordinary Shares that may be acquired pursuant to options to purchase such shares from the Issuer). According to the information provided to the Reporting Persons, none of such executive officers and directors purchased or sold any Ordinary Shares during the last 60 days preceding September 5, 2003.
Item 6. Contracts, Arrangements, Undertakings or Relationships
With Respect to Securities of the Issuer
On September 29, 2003 Elron and DIC entered into a voting agreement between them ("Voting Agreement") pursuant to which, among other things, each agreed to vote its respective Ordinary Shares at all meetings of shareholders of the Issuer and with respect to every action or approval by written consent of the shareholders of the Issuer, as shall be mutually agreed between them. With regard to the election of directors, DIC agrees that it shall vote all of the Shares held by it in favor of any nominees to the Board of Directors of the Company proposed by Elron. The Voting Agreement shall continue until the first anniversary thereof (the "Initial Period") and shall renew automatically for additional one year periods (each a "Subsequent Period") unless terminated by either party by written notice delivered to the other party or parties at least 30 days prior to the end of the Initial Period or any Subsequent Period, as applicable, or unless earlier terminated in writing by all parties thereto. In any event, the Voting Agreement shall terminate when any party thereto ceases to hold Ordinary Shares of the Issuer.
Item 7. Material to be filed as Exhibits
Schedules A, B, C, D, E and F |
- |
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) RDC, (ii) DEP, (iii) Elron, (iv) DIC, (v) IDB Development and (vi) IDB Holding. |
Exhibit 1 |
Voting Agreement between Elron and DIC, dated September 29, 2003. |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.
Date: September 30, 2003 |
RDC RAFAEL DEVELOPMENT CORPORATION LTD. |
|
BY: |
IDB HOLDING CORPORATION LTD. |
|
By: (signed) |
||
Haim Tabouch and Arthur Caplan, authorized signatories of IDB Holding Corporation Ltd., for itself and on behalf of RDC Rafael Development Corporation Ltd., DEP Technology Holdings Ltd., Elron Electronic Industries Ltd., Discount Investment Corporation Ltd., IDB Development Corporation Ltd., Nochi Dankner, Shelly Dankner-Bergman, Ruth Manor and Avraham Livnat, pursuant to agreements annexed to the Statement as Exhibits 2 through 10. |
Schedule A
Directors and Executive Officers
o f
RDC Rafael Development Corporation Ltd.
(as of September 5, 2003)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address |
Position |
Current Principal Occupation |
Ami Erel (1) |
Chairman of the Board of Directors |
President & Chief Executive Officer of Discount Investment Corporation Ltd. |
Raanan Cohen |
Director |
Vice President of Discount Investment Corporation Ltd. |
Avishai Friedman |
Director |
Manager, Business Development of Elron Electronic Industries Ltd |
Michael Ryce |
Director
|
Chief Executive Officer of Galram Technologies Industries Ltd. |
Michael Wainer |
Director |
Vice President for Finance & Chief Financial Officer of Rafael Armament Development Authority Ltd. |
Giora Shalgi (2) |
Director |
President & Chief Executive Officer of Rafael Armament Development Authority Ltd. |
Doron Birger |
Director |
President & Chief Executive Officer of Elron Electronic Industries Ltd. |
Tal Raz |
Director |
Vice President, Chief Financial Officer of Elron Electronic Industries Ltd. |
Eitan Yudilevich, PhD. |
Director |
Corporate Vice President business Development & Marketing of Rafael Armament Development Authority Ltd. |
Reuben Baron (3) |
Chief Executive Officer |
President & Chief Executive Officer of RDC Rafael Development Corporation Ltd. |
Ronit Ben-Haiyun |
Finance Officer |
Finance Officer of RDC Rafael Development Corporation Ltd. |
(1) Mr. Erel owned as of September 5, 2003 options to purchase from Elron 21,751 Ordinary
Shares at a price of $2.27 per share.
(2) Mr. Shalgi owned as of September 5, 2003, 3,807 Ordinary Shares.
(3) Mr. Baron owned as of September 5, 2003, 1,000 Ordinary Shares.
Based on information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Schedule B
Directors and Executive Officers
o f
DEP Technology Holdings Ltd.
(as of September 5, 2003)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address |
Position |
Current Principal Occupation |
Doron Birger |
Director |
President & Chief Executive Officer of Elron Electronic Industries Ltd. |
Moshe Fourier (1) |
Vice President & Chief Technology Officer |
Vice President & Chief Technology Officer of Elron Electronic Industries Ltd. |
Tal Raz |
Director |
Vice President, Chief Financial Officer of Elron Electronic Industries Ltd. |
Paul Weinberg |
Director |
General Counsel & Corporate Secretary of Elron Electronic Industries Ltd. |
(1) Mr. Fourier owned as of September 5, 2003, 135 Ordinary Shares.
Based on information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Schedule C
Directors and Executive Officers
of
Elron Electronic Industries Ltd.
(as of September 5, 2003)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address |
Position |
Current Principal Occupation |
Ami Erel (1) |
Chairman of the Board of Directors |
President & Chief Executive Officer of Discount Investment Corporation Ltd. |
Avraham Asheri Mevasseret Zion 90805, Israel |
Director |
Director of Companies |
Yaacov Goldman Israel |
External Director |
CPA |
Prof. Gabriel Barbash |
Director |
Director General of the Tel Aviv Sourasky Medical Center. |
Dr. Chen Barir |
Director |
Chairman of Galil Medical Ltd. |
Avi Fischer |
Director |
Partner in Fischer, Behar, Chen & Co. law firm; Chairman of Ganden Tourism & Aviation Ltd.; Vice-Chairman of Ganden Holdings Ltd.; Co-Chief Executive Officer of Clal Industries and Investments Ltd.; Director of companies. |
Michael F. Kaufmann |
Director |
General Manager of D.S Ltd. & Kibernetics Ltd. |
Oren Lieder |
Director |
Senior Vice President & CFO of Discount Investment Corporation Ltd. |
Dori Manor (*) |
Director |
Chief Executive Officer of automobile companies, |
Dr. Dalia Megiddo (2) |
Director
|
Managing Partner of InnoMed Ventures L.P |
Itzhak Ravid |
Director |
CPA. |
Professor Daniel Sipper Tel Aviv 69986, Israel |
External Director |
Professor - Department of Engineering, Tel Aviv University |
Doron Birger |
President & Chief Executive Officer |
President & Chief Executive Officer of Elron Electronic Industries Ltd. |
Moshe Fourier (3) |
Vice President & Chief Technology Officer |
Vice President & Chief Technology Officer of Elron Electronic Industries Ltd. |
Tal Raz |
Vice President, Chief Financial Officer |
Vice President, Chief Financial Officer of Elron Electronic Industries Ltd. |
Shmuel Kidron |
Vice President |
Vice President of Elron Electronic Industries Ltd. |
(*) Dual citizen of Israel and France.
(1) Mr. Erel owned as of September 5, 2003 options to purchase from Elron 21,751 Ordinary
Shares at a price of $2.27 per share.
(2) Dr. Megiddo owned as of September 5, 2003 options to purchase from the Issuer 36,000
Ordinary Shares at a price per share ranging from $12 to $12.15.
(3) Mr. Fourier owned as of September 5, 2003, 135 Ordinary Shares.
Based on information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Schedule D
Directors and Executive Officers
of
Discount Investment Corporation Ltd.
(as of September 5, 2003)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address |
Position |
Current Principal Occupation |
Nochi Dankner |
Chairman of the Board of Directors |
Chairman and Director of companies. |
Shelly Dankner-Bergman |
Director |
Director of companies. |
Zvi Livnat |
Director |
Vice President of Taavura Holdings Ltd.; Co-Chief Executive Officer of Clal Industries and Investments Ltd. |
Avi Fischer |
Director |
Partner in Fischer, Behar, Chen & Co. law firm; Chairman of Ganden Tourism & Aviation Ltd.; Vice-Chairman of Ganden Holdings Ltd.; Co-Chief Executive Officer of Clal Industries and Investments Ltd.; Director of companies. |
Lior Hannes |
Director |
Executive Vice President of IDB Development Corporation Ltd. and IDB Holding Corporation Ltd.; Chief Executive Officer of Ganden Tourism & Aviation Ltd. |
Refael Bisker |
Director |
Chief Executive Officer of Ganden Real Estate Ltd.; Chairman and Director of companies. |
Jacob Schimmel |
Director |
Chairman & Chief Executive Officer of UKI Investments. |
Shaul Ben-Zeev |
Director |
Chief Executive Officer of Avraham Livnat Ltd. |
Eliahu Cohen |
Director |
Chief Executive Officer of IDB Holding Corporation Ltd. and IDB Development Corporation Ltd. |
Gideon Lahav |
Director |
Director of companies. |
Nahum Admoni |
External Director |
Director of companies. |
Isaac Manor (*) |
Director |
Chairman of the boards of directors of automobile companies. |
Dori Manor (*) |
Director |
Chief Executive Officer of automobile companies, |
Darko Horvat (**) |
Director |
Owner & president of Aktiva group. |
Ami Erel (1) |
President & Chief Executive Officer |
President & Chief Executive Officer of Discount Investment Corporation Ltd. |
Oren Lieder |
Senior Vice President & Chief Financial Officer |
Senior Vice President & CFO of Discount Investment Corporation Ltd. |
Joseph Douer |
Senior Vice President |
Senior Vice President of Discount Investment Corporation Ltd. |
Raanan Cohen |
Vice President |
Vice President of Discount Investment Corporation Ltd. |
Michel Dahan |
Comptroller |
Comptroller of Discount Investment Corporation Ltd. |
(*) Dual citizen of Israel and France.
(**) Citizen of Slovenia.
(1) Mr. Erel owned as of September 5, 2003 options to purchase from Elron 21,751 Ordinary
Shares at a price of $2.27 per share.
Based on information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Schedule E
Directors and Executive Officers
of
IDB Development Corporation Ltd.
(as of September 5, 2003)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address |
Position |
Current Principal Occupation |
Nochi Dankner |
Chairman of the Board of Directors |
Chairman and Director of companies. |
Shelly Dankner-Bergman |
Director |
Director of companies. |
Zvi Livnat |
Director |
Vice President of Taavura Holdings Ltd.; Co-Chief Executive Officer of Clal Industries and Investments Ltd. |
Lior Hannes |
Director and Chief Executive President |
Executive Vice President of IDB Holding Corporation Ltd. and IDB Development Corporation Ltd.; Chief Executive Officer of Ganden Tourism & Aviation Ltd. |
Refael Bisker |
Director |
Chief Executive Officer of Ganden Real Estate Ltd.; Chairman and Director of companies. |
Jacob Schimmel |
Director |
Chairman & Chief Executive Officer of UKI Investments. |
Shaul Ben-Zeev |
Director |
Chief Executive Officer of Avraham Livnat Ltd. |
Eliahu Cohen |
Director and Chief Executive Officer |
Chief Executive Officer of IDB Development Corporation Ltd. and IDB Holding Corporation Ltd. |
Isaac Manor (*) |
Director |
Chairman of the boards of directors of automobile companies. |
Dori Manor (*) |
Director |
Chief Executive Officer of automobile companies |
Darko Horvat (**) |
Director |
Owner & president of Aktiva group. |
Abraham Ben Joseph |
Director |
Director of companies. |
Arnon Gafny |
External Director |
Economist. |
Rami (Avraham) Mardor |
External Director |
Director of companies. |
Dr. Zehavit Joseph (***) |
Executive Vice President & Chief Financial Officer |
Executive Vice President & Chief Financial Officer of IDB Holding Corporation Ltd. and IDB Development Corporation Ltd. |
Avi Shani |
Vice President, Investments & Chief Economist |
Vice President, Investments & Chief Economist of IDB Development Corporation Ltd. |
Haim Tabouch |
Comptroller |
Comptroller of IDB Holding Corporation Ltd. and IDB Development Corporation Ltd. |
Ruti Sapan |
Vice President - Management Resources |
Vice President - Management Resources of IDB Development Corporation Ltd. |
(*) Dual citizen of Israel and France.
(**) Citizen of Slovenia.
(***) Dual citizen of Israel and U.S.A.
Based on information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Schedule F
Directors and Executive Officers
of
IDB Holding Corporation Ltd.
(as of September 5, 2003)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address |
Position |
Current Principal Occupation |
Nochi Dankner |
Chairman of the Board of Directors |
Chairman and Director of companies. |
Shelly Dankner-Bergman |
Director |
Director of companies. |
Zvi Livnat |
Director |
Vice President of Taavura Holdings Ltd.; Co-Chief Executive Officer of Clal Industries and Investments Ltd. |
Avi Fischer |
Director |
Partner in Fischer, Behar, Chen & Co. law firm; Chairman of Ganden Tourism & Aviation Ltd.; Vice-Chairman of Ganden Holdings Ltd.; Co-Chief Executive Officer of Clal Industries and Investments Ltd.; Director of companies. |
Lior Hannes |
Director |
Executive Vice President of IDB Development Corporation Ltd. and IDB Holding Corporation Ltd.; Chief Executive Officer of Ganden Tourism & Aviation Ltd. |
Refael Bisker |
Director |
Chief Executive Officer of Ganden Real Estate Ltd.; Chairman and Director of companies. |
Jacob Schimmel |
Director |
Chairman & Chief Executive Officer of UKI Investments. |
Shaul Ben-Zeev |
Director |
Chief Executive Officer of Avraham Livnat Ltd. |
Eliahu Cohen |
Director and Chief Executive Officer |
Chief Executive Officer of IDB Development Corporation Ltd. and IDB Holding Corporation Ltd. |
Isaac Manor (*) |
Director |
Chairman of the boards of directors of automobile companies. |
Dori Manor (*) |
Director |
Chief Executive Officer of automobile companies, |
Darko Horvat (**) |
Director |
Owner & president of Aktiva group. |
Meir Rosenne |
Director |
Attorney. |
Shmuel Lachman Tel Aviv, Israel |
External Director |
Director of Companies |
Daniel Doron |
External Director |
CPA; Director of companies. |
Rolando Eisen |
External Director |
Director of companies. |
Dr. Zehavit Joseph (***) |
Executive Vice President & Chief Financial Officer |
Executive Vice President & Chief Financial Officer of IDB Holding Corporation Ltd. and IDB Development Corporation Ltd. |
Haim Tabouch |
Comptroller |
Comptroller of IDB Holding Corporation Ltd. and IDB Development Corporation Ltd. |
(*) Dual citizen of Israel and France.
(**) Citizen of Slovenia.
(***) Dual citizen of Israel and U.S.A.
Based on information provided to the Reporting Persons, during the past five years, none of the persons listed above has been convicted, or is subject to a judgment, decree or final order, in any of the legal proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Exhibit 1
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is made and entered into as of this the 29th day of September, 2003, by and among Discount Investment Corporation Ltd., an Israeli company ("DIC"), and Elron Electronic Industries Ltd., an Israeli company ("Elron" and together with DIC, the "Shareholders").
Witnesseth
Whereas, each of DIC and Elron holds ordinary shares of Given Imaging Ltd., an Israeli company (the "Company"); and
Whereas, the Shareholders wish to provide for the voting of the securities of the Company held by each of them as set forth in this Agreement.
Now, Therefore, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Voting.
1.1 Securities Subject to Agreement.
The Shareholders agree to vote in accordance with the provisions of this Agreement all shares of voting capital stock of the Company held from time to time by each of them respectively (hereinafter collectively referred to as the "Shares").
1.2 Agreement to Vote.
Each Shareholder agrees that until this Agreement is terminated in accordance with Section 2 below, at every meeting of shareholders of the Company, including any adjournments thereof, and on every action or approval by written consent of the shareholders of the Company, each Shareholder shall vote all of the Shares held by it at such time, or shall cause such Shares to be voted, only as mutually agreed by the Shareholders. With regard to the election of directors, DIC agrees that it shall vote all of the Shares held by it in favor of any nominees to the Board of Directors of the Company proposed by Elron.
1.3 Not Binding on Successors.
The provisions of this Agreement shall not be binding upon the successors in interest to any of the Shares, unless and until any such successor in interest becomes a party hereto. No Shareholder shall be required to cause any successor in interest to any Shares held by such Shareholder to become a party hereto.
1.4 Other Rights as Shareholders.
Except as provided by this Agreement, each Shareholder shall be free to independently exercise as it deems fit in its sole discretion all the rights of a holder of capital stock of the Company with respect to the Shares that it holds, including the right to dispose thereof at any time.
2. Termination.
This Agreement shall continue in full force and effect from the date hereof until the first anniversary hereof (the "Initial Period") and shall renew automatically for additional one year periods (each a "Subsequent Period") unless terminated by either party by written notice delivered to the other party or parties at least 30 days prior to the end of the Initial Period or any Subsequent Period, as applicable, or unless earlier terminated in writing by all parties hereto. In any event, this Agreement shall terminate when any party hereto ceases to hold Shares.
3. Miscellaneous.
3.1 Governing Law.
This Agreement, and the rights of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Israel as such laws apply to agreements among companies organized under the laws of and to be performed entirely within the State of Israel.
3.2 Amendment or Waiver.
This Agreement may be amended (or provisions of this Agreement waived) only by an instrument in writing signed by each of the parties hereto.
3.3 Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same agreement.
3.4 Notices
Any notices required in connection with this Agreement shall be in writing and shall be deemed effectively given to the party to be notified: (i) on the first business day after having been delivered by hand or sent by facsimile to such party, or (ii) three (3) business days after having been sent to such party by registered or certified mail, postage prepaid. For the purposes hereof, each party's address shall be as follows or such address as such party may designate by advance notice to the other parties hereto.
DIC |
The Triangular Tower, 43rd Floor |
Elron |
The Triangular Tower, 42nd Floor |
3.5 Entire Agreement
. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.
In witness whereof, the parties hereto have executed this Voting Agreement as of the date first written above.
DISCOUNT INVESTMENT CORPORATION LTD. |
|
By: /s/ Oren Lieder & /s/ Michel Dahan |
|
Name: Oren Lieder / Michel Dahan |
|
ELRON ELECTRONIC INDUSTRIES LTD. |
|
By:/s/ Doron Birger & /s/ Paul Weinberg |
|
Name: Doron Birger/ Paul Weinberg |
-----END PRIVACY-ENHANCED MESSAGE-----