0001013594-14-000191.txt : 20140214 0001013594-14-000191.hdr.sgml : 20140214 20140214163442 ACCESSION NUMBER: 0001013594-14-000191 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORBOTECH LTD CENTRAL INDEX KEY: 0000749037 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53095 FILM NUMBER: 14617475 BUSINESS ADDRESS: STREET 1: SANHEDRIN BOULEVARD STREET 2: P. O. BOX 215 CITY: YAVNE ISRAEL STATE: L3 ZIP: 81101 BUSINESS PHONE: 972-8-9423533 MAIL ADDRESS: STREET 1: SANHEDRIN BOULEVARD STREET 2: P. O. BOX 215 CITY: YAVNE ISRAEL STATE: L3 ZIP: 81101 FORMER COMPANY: FORMER CONFORMED NAME: OPTROTECH LTD DATE OF NAME CHANGE: 19921106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAK CAPITAL ONE LLC CENTRAL INDEX KEY: 0001385702 IRS NUMBER: 731650481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MAK Capital DATE OF NAME CHANGE: 20070109 SC 13G/A 1 orbotech13ga-021414.htm FEBRUARY 14, 2014 orbotech13ga-021414.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

(Amendment No.2)*


Orbotech Ltd.
(Name of Issuer)

Ordinary Shares, NIS 0.14 par value
(Title of Class of Securities)

M75253100
(CUSIP Number)

December 31, 2013
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]Rule 13d-1(b)
[x]Rule 13d-1(c)
[ ]Rule 13d-1(d)

*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).

(Continued on the Following Pages)


 
 
 

 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
MAK Capital One LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [X]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
2,195,179
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,195,179
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,195,179
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.2%
   
12.
TYPE OF REPORTING PERSON
   
 
OO



 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Michael A. Kaufman
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [X]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
2,195,179
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,195,179
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,195,179
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.2%
   
12.
TYPE OF REPORTING PERSON
   
 
IN



 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
MAK Capital Fund LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [X]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Bermuda
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,302,770
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,302,770
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,302,770
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
MAK-ro Capital Master Fund LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [X]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
549,685
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
549,685
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
549,685
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.3%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paloma International L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [X]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
342,724
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
342,724
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
342,724
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0.8%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
S. Donald Sussman
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [X]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
342,724
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
342,724
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
342,724
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0.8%
   
12.
TYPE OF REPORTING PERSON
   
 
IN


 
 
 

This statement is filed with respect to the Ordinary Shares, NIS (New Israeli Sheqels) 0.14 par value (the “Ordinary Shares”) of Orbotech Ltd. (the "Issuer") beneficially owned by the Reporting Persons specified herein as of December 31, 2013 and amends and supplements the Schedule 13G originally filed on May 16, 2012, as amended (collectively, the "Schedule 13G").  Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are: MAK Capital One LLC, a Delaware limited liability company (“MAK Capital”), MAK Capital Fund LP, a Bermuda limited partnership (“MAK Fund”), MAK-ro Capital Master Fund LP (“MAK-ro Fund”), a Cayman Islands exempted company, Michael A. Kaufman (“Mr. Kaufman”), Paloma International L.P., a Delaware limited partnership ("Paloma"), and S. Donald Sussman (“Mr. Sussman,” and collectively, the "Reporting Persons").  

Item 4.
Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

                 (a)          Amount beneficially owned:

The Reporting Persons collectively beneficially own 2,195,179 Ordinary Shares.

(b)          Percent of class:

The Reporting Persons have beneficial ownership of 2,195,179 Ordinary Shares constituting 5.2% of all of the outstanding Ordinary Shares.

                (c)           Number of shares as to which such person has:

(i)  Sole power to vote or to direct the vote

Not applicable.

(ii)  Shared power to vote or to direct the vote

MAK Fund, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote of the 1,302,770 of the Ordinary Shares owned by MAK Fund.

MAK-ro Fund, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote of the 549,685 shares of the Ordinary Shares owned by MAK-ro Fund.

Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote of the 342,724 of the Ordinary Shares owned by Paloma.

(iii)  Sole power to dispose or to direct the disposition of

Not applicable.

(iv)  Shared power to dispose or to direct the disposition of

 
MAK Fund, MAK Capital and Mr. Kaufman have shared power to dispose or direct the disposition of the 1,302,770 Ordinary Shares owned by MAK Fund.

MAK-ro Fund, MAK Capital and Mr. Kaufman have shared power to dispose or direct the disposition of the 549,685 Ordinary Shares owned by MAK-ro Fund.

Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to dispose or direct the disposition of the 342,724 Ordinary  Shares owned by Paloma.
 
 
 
 
 

 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

                Paloma holds its 342,724 Ordinary Shares through its subsidiary, Sunrise Partners Limited Partnership, a Delaware limited partnership.

Item 10.
Certification.

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



 
 
 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.


Dated:  February 14, 2014

MAK CAPITAL ONE LLC


By:  /s/ Michael A. Kaufman
               Michael A. Kaufman,
               Managing Member



MAK CAPITAL FUND LP
By: MAK GP LLC, general partner


By:  /s/ Michael A. Kaufman
             Michael A. Kaufman,
             Managing Member



/s/ Michael A. Kaufman
                      Michael A. Kaufman



MAK-ro CAPITAL MASTER FUND LP


By: /s/ Michael A. Kaufman
                   Michael A. Kaufman,
                  President


PALOMA INTERNATIONAL L.P.
By: Paloma Partners Management Company, general partner


By:  /s/ Michael J. Berner
             Michael J. Berner
             Executive Vice President


S. DONALD SUSSMAN


By:   /s/ Michael J. Berner
     Michael J. Berner
    Attorney-in-Fact


 
 
 
 


 EXHIBIT C
POWER OF ATTORNEY
 

The undersigned hereby makes, constitutes and appoints each of Michael J. Berner and Douglas W. Ambrose as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
 

The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder.
 

This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of May 9, 2006.
 


/s/ S. Donald Sussman
S. Donald Sussman


ACKNOWLEDGEMENT IN CONNECTICUT

STATE OF CONNECTICUT, COUNTY OF FAIRFIELD ss.:

On May 9, 2006, before me, the undersigned personally appeared, S. Donald Sussman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.


/s/ Diane R. Erickson, Notary Public                                                                                                
                              (signature and office of individual taking acknowledgement)