0001178913-13-000921.txt : 20130328 0001178913-13-000921.hdr.sgml : 20130328 20130328134827 ACCESSION NUMBER: 0001178913-13-000921 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130328 DATE AS OF CHANGE: 20130328 GROUP MEMBERS: BARAK DOTAN GROUP MEMBERS: YOSSI BEN SHALOM FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DBSI INVESTMENTS LTD CENTRAL INDEX KEY: 0001272469 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: P O BOX 4076 CITY: HERZELIA ISREAL STATE: L3 ZIP: 46766 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pointer Telocation Ltd CENTRAL INDEX KEY: 0000920532 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57523 FILM NUMBER: 13723053 BUSINESS ADDRESS: STREET 1: 14 HAMELACHA STREET CITY: ROSH HA'AYIN STATE: L3 ZIP: 48091 BUSINESS PHONE: 97235723111 MAIL ADDRESS: STREET 1: 14 HAMELACHA STREET CITY: ROSH HA'AYIN STATE: L3 ZIP: 48091 FORMER COMPANY: FORMER CONFORMED NAME: NEXUS TELOCATION SYSTEMS LTD DATE OF NAME CHANGE: 19980623 FORMER COMPANY: FORMER CONFORMED NAME: NEXUS TELECOMMUNICATIONS SYSTEMS LTD DATE OF NAME CHANGE: 19980112 SC 13D/A 1 zk1312886.htm SC 13D/A zk1312886.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16)
 
POINTER TELOCATION LTD.
(Name of Issuer)
 
Ordinary Shares, NIS 3.00 par value per share
  
M7946T104
(Title of Class of Securities)
  
(CUSIP Number)
     
Orly Tsioni, Adv.
Yigal Arnon & Co.
1, Azrieli Center
Tel-Aviv 67021, Israel
+972-3-608-7851
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 27, 2013
(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.  o
 
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)
 
 
 
 
 
 
CUSIP No.
M7946T104
13D/A
Page 2 of 8
 
1
NAMES OF REPORTING PERSONS:
DBSI Investments Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:  N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3
SEC USE ONLY

 
4
SOURCE OF FUNDS:
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:
 
 
8
SHARED VOTING POWER:
 
2,954,840
9
SOLE DISPOSITIVE POWER:
 
 
10
SHARED DISPOSITIVE POWER:
 
2,954,840
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
 
2,954,840
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
53.19%(1)
14
TYPE OF REPORTING PERSON:
 
CO
 
 (1)           Based on a number of 5,555,558 Ordinary Shares outstanding as of the date hereof.
 
 
2 of 8
 
 
CUSIP No.
M7946T104
13D/A
Page 3 of 8
 
1
NAMES OF REPORTING PERSONS:
Barak Dotan
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:  N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3
SEC USE ONLY

 
4
SOURCE OF FUNDS:
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:
 
 -
8
SHARED VOTING POWER:
 
2,954,840
9
SOLE DISPOSITIVE POWER:
 
 -
10
SHARED DISPOSITIVE POWER:
 
2,954,840
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
 
2,954,840
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
53.19% (1)
14
TYPE OF REPORTING PERSON:
 
IN
 
(1)           Based on a number of 5,555,558 Ordinary Shares outstanding as of the date hereof.
 
 
3 of 8
 
 
CUSIP No.
M7946T104
13D/A
Page 4 of 8
 
1
NAMES OF REPORTING PERSONS:
Yossi Ben Shalom
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:  N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS:
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:
 
 -
8
SHARED VOTING POWER:
 
2,954,840
9
SOLE DISPOSITIVE POWER:
 
 -
10
SHARED DISPOSITIVE POWER:
 
2,954,840
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
 
2,954,840
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
53.19% (1)
14
TYPE OF REPORTING PERSON:
 
IN
 
(1)           Based on a number of 5,555,558 Ordinary Shares outstanding as of the date hereof.
 
 
4 of 8
 
 
This Amendment No. 16 to Schedule 13D is being filed on behalf of DBSI Investments Ltd. ("DBSI"), Barak Dotan and Yossi Ben Shalom (together, the “Reporting Persons”), relating to the ordinary shares (the “Ordinary Shares”) of Pointer Telocation Ltd., a corporation existing under the laws of Israel (“Pointer”). The original statement on Schedule 13D, and the previous amendments filed thereto, are hereby amended and supplemented as follows:

Item 3.                       Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby supplemented as follows:
 
On March 27, 2013, in a privately negotiated transaction, DBSI agreed to purchase 160,000 Ordinary Shares priced at $3.50 per share (the "Purchased Securities") of Pointer for total consideration of $560,000.

The source of funds for this purchase was internal funds.
 
Item 4.                       Purpose of Transaction.
 
Item 4 is hereby supplemented as follows:

On March 27, 2013, DBSI agreed to purchase the Purchased Securities as described in Item 3 above.

DBSI is acquiring the securities of Pointer for investment purposes. DBSI intends to review its investment in Pointer and may, based on such review as well as other factors (including, among other things, its evaluation of Pointer's business, prospects and financial condition, amounts and prices of available securities of Pointer, the market for Pointer's securities, other opportunities available to DBSI and general market and economic conditions), acquire additional securities of Pointer or sell securities of Pointer, on the open market or in privately negotiated transactions. In addition, based on its review and/or discussions with management, DBSI may explore from time to time a possible restructuring of Pointer. DBSI reserves the right at any time to change its present intention with respect to any or all of the matters referred to in this Item 4, or to dispose of any or all of the securities of Pointer purchased by it.

Except as set forth in Item 3 and this Item 4, DBSI has no current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although DBSI does not rule out the possibility of effecting or seeking to effect any such actions in the future.

 
5 of 8
 
 
Item 5.                       Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated as follows:

(a) (b)    DBSI is the beneficial owner of 2,954,840 Ordinary Shares, constituting 53.19% of the outstanding Ordinary Shares. Messrs. Yossi Ben Shalom and Barak Dotan, by virtue of their relationship with and interests in DBSI, may be deemed to control DBSI and consequently share the beneficial ownership of 2,954,840 Ordinary Shares. DBSI holds the right to vote its 2,954,840 Ordinary Shares, which right is directed jointly by Messrs. Yossi Ben Shalom and Barak Dotan.

 (c)          DBSI did not effect any transaction in the securities of Pointer in the past 60 days other than as described herein.

 (d)           Not applicable.
 
 (e)           Not applicable.

Item 6.               Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On March 27, 2013, DBSI agreed to purchase the Purchased Securities for total consideration of $560,000. The purchase agreement is attached hereto as Exhibit 6.
 
 
6 of 8
 
 
Item 7. 
Materials to be Filed as Exhibits.
 
Exhibit 1.
Joint Filing Agreement*
 
Exhibit 6:
Share Purchase Agreement, dated March 27, 2013, between DBSI Investments Ltd. and MSY Assets Ltd.
 
* Previously filed.
 
 
7 of 8
 
 
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:  March 28, 2013
 
DBSI INVESTMENTS LTD.
 
By: /s/ Barak Dotan
/s/ Yossi Ben Shalom
  
Name: Barak Dotan
Yossi Ben Shalom
                             
Title:   Director
 Director  
 
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:  March 28, 2013
 
By: /s/ Barak Dotan
Name: Barak Dotan
 
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:  March 28, 2013
 
By: /s/ Yossi Ben Shalom
Name: Yossi Ben Shalom
 
8 of 8
 EX-99 2 exhibit_6.htm EXHIBIT 6 exhibit_6.htm
Exhibit 6
 
Share Purchase Agreement
 
Entered into on the 27th of March, 2013
 
Between:  D.B.S.I Investments Ltd.
 
Reg. 513082131
 
    of
 
85 Medinat Ha'Yehudim St.
 
Herzeliya 49514
 
(the "Buyer")
 
And: 
MSY Assets Ltd.
 
Reg. 512935537
 
    of
 
12 Sapir St.
 
Shaarei Tiqva 44810
 
(the "Seller", and together the "Parties")  
                 
WHEREAS, the Seller is the owner of 160,000 ordinary shares, par value of 3.00 NIS each (the "Shares") of Pointer Telocation Ltd. Reg. 520041476 ("Pointer"); and
 
WHEREAS, the Seller wishes to sell the Shares to the Buyer, and the Buyer wisher to purchase the Shares from the Seller; and
 
WHEREAS, the Parties wish to regulate their legal relationship in connection with the acquisition of Shares specified in this agreement (the "Agreement").
 
The following is hereby agreed, stipulated and declared between the Parties:
 
1.
The Seller hereby sells to the Buyer, and Buyer hereby purchases from the Seller, the Shares. The Shares are shares held by the Seller in the Seller's bank account detailed in Section 4 below.
 
2.
In exchange for the Shares, the Buyer will pay the Seller a total of US $560,000, i.e. US $3.50 per share (the "Consideration").
 
3.
The Shares will be transferred by the Seller to the Buyer's account as follows:
 
NAME OF:  D.B.S.I. INVESTMENT LTD

 
 
 
 
 
4.
Consideration will be transferred by the Buyer to the Seller's account as follows:
 
Beneficiary name: MSY Assets Ltd

5.
Upon execution of this Agreement:
 
 
a.
The Seller will instruct the Seller's bank (Section 4) to transfer the Shares to Buyer's account detailed in Section 3 above.
 
 
b.
The Buyer will perform an EFT transfer of the Consideration to the Seller's bank account.
 
 
c.
In the event of delay in performance of the transaction mentioned in Subsections 5a or 5b, as applicable, the Buyer or Seller, as applicable, will pay the other party a compensation of $150 per every day of delay past the third day of giving the instruction to transfer the Shares and the Consideration.
 
6.
Seller has presented to the Buyer an exemption of withholding tax at source in connection with the sale of the Shares, attached hereto as Appendix A to this Agreement.
 
7.
Seller hereby declares and confirms that the Shares are, and will be at the date of transfer, clean and free of any lien, attachment, encumbrance or any other third party right.
 
8.
Seller hereby declares and confirms that it is known to the Seller that, at the time of signing of this Agreement, the Buyer holds information not yet made ​​public, which may be considered "inside information" as defined in the Securities Law - 1968 ("Inside Information"), and which may affect the share price on the stock exchange in the near future.
 
9.
With the sale of Shares the Seller waivers any claim and / or right of action against the Buyer and / or Pointer in connection with the Shares, including in connection with a possible increase in the Shares price on the stock exchange and any profit which may come to the Buyer as a result.
 
10.
The Seller hereby warrants to the Buyer that to the extent that the Seller has Inside Information, Seller will not make any use of such Inside Information and will not disclose it to any third party and, excluding for the sale of shares, will not purchase and / or sell additional shares of Pointer as long as such Inside Information has not been published.
 
11.
Seller confirms and declares that with the sale of Shares as stated in this Agreement, the right granted to the Seller, and to companies under Seller's controls, to appoint an observer to the Pointer board of directors will expire and be considered null and void.
 
 
 
 

In witness whereof the undersigned:
 
/s/ M.S.Y. Assets Ltd.
/s/ D.B.S.I. Investments Ltd.
M.S.Y ASSETS LTD.
D.B.S.I INVESTMENTS LTD.

By signing below, Mr. Amnon Duchovne, controlling shareholder of the Seller, acknowledges and agrees to all terms and conditions contained in this Agreement.
 
/s/ Amnon Duchovne
Amnon Dochovne