UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
On Track Innovations LTD. |
(Name of Issuer)
Common Stock, no par value |
(Title of Class of Securities)
M8791A109 |
(CUSIP Number)
Mark R. Beatty 10900 N.E. 4th Street, Suite 1850 Bellevue, WA 98004 (425) 990-4026 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 2012 |
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 persons 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. M8791A109 | |||
1 | Names of Reporting Persons I.R.S Identification Nos. of above persons (entities only). Jerry Lafe Ivy, Jr. | ||
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) PF | ||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | ||
6 | Citizenship or Place of Organization U.S. | ||
NUMBER OF | 7 | Sole Voting Power
2,641,116 | |
8 | Shared Voting Power 422,800** | ||
9 | Sole Dispositive Power 2,641,116 | ||
10 | Shared Dispositive Power 422,800** | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,063,916*** | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||
13 | Percent of Class Represented by Amount in Row (11) 9.84%* | ||
14 | Type of Reporting Person (See Instructions) IN |
* The calculation is based on a total of 31,135,062 Ordinary Shares, par value NIS 0.10 per share outstanding as of December 31, 2011, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 11, 2012.
** Represents shares held in an account with Marlene A. Ivy as joint tenants with rights of survivorship.
*** Includes 422,800 shares held in an account with Marlene A. Ivy as joint tenants with rights of survivorship.
CUSIP No. M8791A109 | |||
1 | Names of Reporting Persons I.R.S Identification Nos. of above persons (entities only). Marlene V. Ivy | ||
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) PF | ||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | ||
6 | Citizenship or Place of Organization U.S. | ||
NUMBER OF | 7 | Sole Voting Power
| |
8 | Shared Voting Power 422,800** | ||
9 | Sole Dispositive Power
| ||
10 | Shared Dispositive Power 422,800** | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 422,800** | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||
13 | Percent of Class Represented by Amount in Row (11) 1.36%* | ||
14 | Type of Reporting Person (See Instructions) IN |
* The calculation is based on a total of 31,135,062 Ordinary Shares, par value NIS 0.10 per share outstanding as of December 31, 2011, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 11, 2012.
** Represents shares held in an account with Jerry Lafe Ivy, Jr. as joint tenants with rights of survivorship.
2
Explanatory Note
This Schedule 13D (Schedule 13D) relates to shares of Ordinary Shares, NIS 0.10 par value per share (Common Stock), of On Track Innovations, Ltd., an Israel corporation (the Issuer). This statement is being filed by Jerry Lafe Ivy, Jr. (Mr. Ivy) and Marlene V. Ivy (Mrs. Ivy and collectively, the Reporting Persons).
Item 4.
Purpose of Transaction
On October 18, 2012, Mr. Ivy sent to all shareholders of the Issuer a letter announcing his recommendation that shareholders vote Against the director nominees of the Issuer at the shareholder meeting schedule for November 9, 2012. A copy of the letter is attached as Exhibit 99.3.
In the letter, Mr. Ivy provides more detailed facts supporting his belief that the board of directors has failed to create shareholder value. The letter also provides background information on four individuals, Mr. Dilip Singh, Mr. Rick Coleman, Mr. Charles M. Gillman and Mr. Jeffrey E. Eberwein, that he plans to nominate to the Issuers board of directors.
Except as set forth in this Item 4, Mr. Ivy has no other plans or proposals with respect to the Issuer, including any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 7.
Material to Be Filed as Exhibits
99.1 |
| Joint Filing Agreement dated March 2, 2012 (incorporated herein by reference to Exhibit 99.1 to the Reporting Persons Schedule 13D, filed with the Securities and Exchange Commission on March 2, 2012) |
99.2 |
| Power of Attorney dated October 5, 2012 (incorporated herein by reference to Exhibit 99.2 to the Reporting Persons Schedule 13D, filed with the Securities and Exchange Commission on October 8, 2012) |
99.3 |
| Letter to Shareholders of On Track Innovations LTD. dated October 18, 2012 |
[Balance of the page intentionally left blank]
3
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 18, 2012
/s/ Jerry L. Ivy, Jr.
/s/ Marlene V. Ivy*
Jerry L. Ivy, Jr.
Marlene V. Ivy
* By Jerry L. Ivy, Jr., Attorney in Fact
4
SAVE Your Investment in On Track Innovations (OTIV)
Letter from Jerry Ivy fellow shareholder
October 18, 2012
Dear Fellow On Track Innovations Shareholder,
My name is Jerry Ivy, and I own an aggregate of 3,063,916 shares of Common Stock of On Track Innovations Ltd. ("Company" or "On Track" or OTIV) representing approximately 9.84% of outstanding shares. As a fellow shareholder who has held the Companys shares for several years, I have seen the value of our investment erode under the current board and management team. It is time for us to send a strong message to On Tracks board that the status quo is no longer acceptable.
Moreover, OTIVs recent letter to shareholders dated Oct. 17th illustrates my concerns about the board. In the section entitled Business Overview, the letter has no financial information at all! The Board wants to ignore its track record involving revenue, profits, earnings per share and stock price. And we as shareholders cannot let that happen.
Please join me in sending that message by voting AGAINST election of each director nominee at the Company's 2012 Annual General Meeting of Shareholders (the "Annual Meeting"). I believe that defeating the election of the director nominees and the election of a reconstituted Board with a majority of new, highly-qualified independent directors is necessary to end the erosion of shareholder value and to chart a new path of success for the Company.
You will soon receive, if you have not already, a form of proxy from On Track for its Annual General Meeting of shareholders to be held on November 9, 2012.
I URGE YOU TO VOTE AGAINST EACH NOMINEE FOR DIRECTOR.
The current board of directors has proven incapable, or unwilling, to make the changes necessary to reverse the Company's poor performance, and realize OTIVs long promised potential.
There are many reasons for voting Against these nominees, including:
·
Continued dismal financial performance of the Company
o
22 years without a profit. OTIV incurred $5.7 million pre-tax loss during first six months of 2QFY12 (ending June 30, 2012), compared to a loss of $2.3 million for the corresponding period in FY2011. OTIV has suffered a cumulative operating loss of $90.4M in the last 6 fiscal years [FY2006-FY2011].
o
Deteriorating trend in revenue growth. Total revenues declined 24% yoy in the first half of 2012. Assuming OTIV maintains its current revenue run-rate of $7.7 million for 2QFY2012, full year revenue is likely to be $35.8 million - 30% lower than FY2011 revenue and similar to what the company achieved in FY2006.
o
Failure to capitalize on research and development (R&D) expenditures. Since 2006, OTIV has invested over $50 million in R&D and an additional $23 million on acquisitions. Not only has revenue growth faltered during this period but more importantly, the Companys share price has declined 83% (from 1/1/2007 to 10/15/2012).
·
Plummeting Stock price - Down 83% since 1 January 2007. In fact, over the last one year, OTIVs share price has declined 28% versus 15% increase in NASDAQ Index and 17% increase in Russell 3000 Index.
·
Interests of Executives are not aligned with shareholders
o
While shareholders have suffered from declining revenue and deteriorating share price performance, the Board continues to reward management for poor performance. In FY2011, executives received $2.75M as compensation, which is approximately 80% more than the executive compensation paid in FY2007. Between 2007-2011, management received a grand total of $11.26 million in executive compensation for failing to generate a single dollar of profit while losing significant amount of shareholder value.
·
Poor corporate governance practices
o
Oded Bashan has been the Chairman & CEO since 1990 and is on the Compensation & Investment Committee. The CEO is also the chairman of the company which calls into question the corporate governance policies of the company.
o
Ohad Bashan, the son of Oded Bashan, Co-Founder, CEO and Chairman, is the President and Chief Marketing Officer, and until 2011 a Director.
__________________________
2 | Page
There is an alternative!
As a long-term shareholder who owns 9.84% of OTIV, I recently announced that I will nominate a slate of experienced, qualified individuals as directors. Under Israeli corporate laws, you cannot vote for my nominees at this meeting. Instead, you first need to vote Against OTIs nominees.
My nominees will include the following individuals:
Dilip Singh: Forty years of experience in operations, executive management, and board positions with global Fortune 500 telecom carriers, software companies, and entrepreneurial start-ups. Mr. Singh has extensive experience in public and private company turnarounds, global mergers and acquisitions, and international business development. In addition to the value created by Mr. Singh at MRV Communications (OTC Markets: MRVC), he also created tremendous value for shareholders of PLX Technology (Nasdaq: PLXT) by running a proxy contest against the incumbent board which resulted in a doubling of the stock price and the sale of the company to IDT. Mr. Singh is currently CEO of InfuSystems Holdings Inc. (NYSE: INFU)
Rick Coleman: Over 30 years of executive management experience in technology companies in roles such as Advanced Technology Research and Development, Software Development, Customer Service, Sales and Marketing, Product Management, Business Development, and Human Resources. His extensive change management experience includes first-stage start-ups, acquisitions, mergers, and re-engineering or consolidation in multinational Fortune 500 companies. Among his successes was his leadership of MetroNet Communications which delivered a 900% return to investors during his tenure.
Chuck Gillman: Over 15 years experience in increasing shareholder value at undervalued companies, often through proxy contests. Chuck has pushed for improved corporate governance at companies including MAG Silver (NYSE: MVG), MRV Communications (OTC Markets: MRVC), which through his efforts returned more than $100 million in cash to shareholders), and Osteotech (pre-acquisition ticker: OSTE) which resulted in a sale of the company to Medtronic at a very full price, with shareholders more than doubling their money.
Jeff Eberwein: Former Portfolio Manager at Soros Fund Management and an investor in the technology sector. Mr. Eberwein currently serves on the board of Goldfield Corporation (NYSE: GV), a company whose stock is up 750% thus far in 2012, where he is a member of the Audit Committee. Mr. Eberwein serves on the Board of Digirad Corporation (Nasdaq: DRAD), a medical imaging company where he chairs the Strategic Advisory Committee and also serves as a member of the Compensation and Governance Committees. Mr. Eberwein earned an MBA from The Wharton School, University of Pennsylvania and a BBA with High Honors from The University of Texas at Austin.
3 | Page
OUR NOMINEES HAVE BOTH THE EXPERIENCE AND QUALIFICATIONS NEEDED TO IMPROVE THE PERFORMANCE OF OTIV AND THEREFORE THE VALUE OF ITS STOCK
__________________________
Mr. Ivy is not currently soliciting votes for his nominees. To assist our effort to change the board of OTIV, we are requesting all shareholders to vote AGAINST the election of directors at the November 9, 2012 Annual General Shareholder Meeting.
OTIV is governed by laws which do not provide us access to shareholder contact information. Consequently, we are unable to directly reach out to you. If you want us to contact you, please email your name and contact information to otiv@markbeattylaw.com or call 877-777-4270.
Your vote is very important, regardless of how many shares you own. If you have any questions, or need assistance in voting your shares, please call our proxy solicitors, Alliance Advisors at 877-777-4270, or go to www.otivinfo.com.
Please rest assured that all communication with us and Alliance Advisors will not be shared with any party and will be held in strict confidentiality.
Thank you for your help and support together, we can effect change in OTIV!
Sincerely,
Jerry Ivy
4 | Page
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