0001178913-13-000068.txt : 20130108 0001178913-13-000068.hdr.sgml : 20130108 20130108085236 ACCESSION NUMBER: 0001178913-13-000068 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130108 DATE AS OF CHANGE: 20130108 GROUP MEMBERS: CLAL INDUSTRIES & INVESTMENTS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BioCancell Ltd. CENTRAL INDEX KEY: 0001534248 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86953 FILM NUMBER: 13516687 BUSINESS ADDRESS: STREET 1: 8 HARTOM ST., 3RD FLOOR, CITY: JERUSALEM STATE: L3 ZIP: 97775 BUSINESS PHONE: 972-2-5486555 MAIL ADDRESS: STREET 1: 8 HARTOM ST., 3RD FLOOR, CITY: JERUSALEM STATE: L3 ZIP: 97775 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clal Biotechnology Industries Ltd. CENTRAL INDEX KEY: 0001468950 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3AZRIELI CENTER TRIANGLE TOWER 45 FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 BUSINESS PHONE: 972-3-6075794 MAIL ADDRESS: STREET 1: 3AZRIELI CENTER TRIANGLE TOWER 45 FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 SC 13D/A 1 zk1312486.htm SC 13D/A zk1312486.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

BIOCANCELL LTD.
(Name of Issuer)
 
Ordinary Shares, par value NIS 0.01
(Title of Class of Securities)
 
N/A
(CUSIP Number)
 
Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
Attn:  Corporate Secretary
Telephone:  972-3-6121616
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 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 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:  o
 
* 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 (the "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
 
CUSIP No.:  N/A
 
1)
NAMES OF REPORTING PERSONS
 
Clal Biotechnology Industries Ltd.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3)
SEC USE ONLY

 
4)
SOURCE OF FUNDS
 
WC
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
0
8) SHARED VOTING POWER
 
65,948,897*
9)
SOLE DISPOSITIVE POWER
 
0
10) SHARED DISPOSITIVE POWER
 
65,948,897*
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
65,948,897*
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x*
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
70.16%*
14) TYPE OF REPORTING PERSON
 
CO

* See Item 5.
 
 
2
 
 
SCHEDULE 13D
 
CUSIP No.: N/A
 
1)
NAMES OF REPORTING PERSONS
 
Clal Industries and Investments Ltd.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3)
SEC USE ONLY

 
4)
SOURCE OF FUNDS
 
Not Applicable
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
0
8) SHARED VOTING POWER
 
65,948,897*
9)
SOLE DISPOSITIVE POWER
 
0
10) SHARED DISPOSITIVE POWER
 
65,948,897*
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
65,948,897*
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x*
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
70.16%*
14) TYPE OF REPORTING PERSON
 
CO
 
* See Item 5.
 
 
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EXPLANATORY NOTE

This Amendment No. 2 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on August 16, 2012 (the "Original Schedule 13D"), as amended on December 17, 2012 (together with the Original Schedule 13D and all amendments thereto, the “Schedule 13D”) by Clal Biotechnology Industries Ltd. (“CBI”) and Clal Industries and Investments Ltd. (“Clal Industries” and together with CBI, the "Reporting Persons"). Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Original Schedule 13D.

The Reporting Persons are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act, which is expressly disclaimed.

The following amends and supplements Items 4, 5 and 7 of the Schedule 13D.

Item 4.  Purpose of Transaction.
 
Item 4 of the Schedule 13D, “Purpose of Transaction,” is amended and supplemented by adding the following:
 
On December 31, 2012, CBI submitted a non-binding proposal (the “Proposal”) for a going-private transaction to the Issuer. The Proposal contemplates the merger (the “Merger”) of a to be formed wholly owned subsidiary of CBI (the “Acquisition Company”), with and into the Issuer, and each outstanding Share would be exchanged for a certain amount of shares of CBI, to be determined by negotiations of CBI and the Issuer.  If the proposed Merger is completed, the Shares of the Issuer would be delisted from the Tel Aviv Stock Exchange (the "TASE").  The entering into the Merger transaction is subject to the negotiations of the parties, the receipt of applicable approvals of the parties and applicable law.
 
As described in the Original Schedule 13D, as a result of the private placement described therein and in accordance with the contractual anti-dilution undertakings of the Subsidiary, the Issuer is required to issue to CBI additional Shares for no consideration, which issuance and the terms thereof are being discussed with the Issuer (and, consequently, such Shares are not included in the number of Shares beneficially owned by CBI reported in this Statement) (the "Dilution Shares").  In the Original Schedule 13D, the number of Dilution Shares was approximately 1.35 million.  As a result of the IPO, the number of Dilution Shares is approximately 28.7 million.  On January 3, 2013, the Issuer agreed to issue 4,965,480 of the Dilution Shares to CBI for no consideration.  The issuance of such Shares is subject to the approval of the TASE, and as such is not included the number of Shares beneficially owned by the Reporting Persons.
 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D, “Interest in Securities of the Issuer,” is amended and supplemented by adding the following:
 
Percentages below are based on 92,276,092 Shares outstanding as of January 6, 2013, as the Issuer advised the Reporting Persons.

(a), (b)  As of January 6, 2013:

(1)          CBI beneficially owns 65,948,897 Shares (the "CBI Shares") representing approximately 70.16% of the Shares outstanding (on an as converted basis). The CBI Shares consist of: (i) 64,228,134 Shares, and (ii) Warrants exercisable into 1,720,763 Shares, which are exercisable within 60 days of the date of this Statement. The 65,948,897 Shares do not include the Dilution Shares (as defined above).
 
 
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(2)          By reason of its control of CBI, Clal Industries may be deemed to share the power to vote and dispose of the CBI Shares beneficially owned by CBI representing approximately 70.16% of the Shares outstanding (on an as converted basis). Clal Industries disclaims beneficial ownership of the CBI Shares.
 
Information provided to the Reporting Person indicates that the persons named in Schedules A and B hereto did not beneficially own as of January 6, 2013 any Shares, except as set forth above.
 
Item 7.  Material to be Filed as Exhibits.
 
    Schedule A:
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers (or managing partners, as applicable) of CBI (1)
    Schedule B:
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of Clal Industries (2)
    Exhibit 1
Joint Filing Agreement (3)
    Exhibit 3
June 2008 SPA (4)
    Exhibit 4
Form of Debenture (5)
    Exhibit 5
Form of Warrant (6)
    Exhibit 6
2011 SPA (7)
    Exhibit 7
2012 SPA (8)
    Exhibit 8
2012 Merger (9)
 
 
(1)
Filed herewith.
 
(2)
Previously filed as Schedule B to the Schedule 13D filed with the SEC on August 16, 2012, and incorporated herein by reference.
 
 
(3)
Previously filed as Exhibit 1 to the Schedule 13D filed with the SEC on August 16, 2012, and incorporated herein by reference.
 
 
(4)
Filed as Exhibit 10.17 to the Subsidiary’s Registration Statement on Form S-1 filed with the SEC on  December 17, 2008, and incorporated herein by reference.
 
 
(5)
Filed as Exhibit 4.3 to the Subsidiary’s Registration Statement on Form S-1 filed with the SEC on  December 17, 2008, and incorporated herein by reference.
 
 
(6)
Filed as Exhibit 4.4 to the Subsidiary’s Registration Statement on Form S-1 filed with the SEC on  December 17, 2008, and incorporated herein by reference.
 
 
(7)
Filed as Exhibit 8 to the Reporting Persons’ Schedule 13D filed with the SEC (with respect to securities of the Subsidiary) on March 7, 2012, and incorporated herein by reference.
 
 
(8)
Filed as Exhibit 10.1 to the Form F-4 of the Issuer filed with the SEC on May 29, 2012, and incorporated herein by reference.
 
 
(9)
Filed as Annex A to the Form F-4/A of the Issuer filed with the SEC on June 5, 2012, and incorporated herein by reference.
 
 
5
 
 
SIGNATURES
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: January 8, 2013
 
 
Clal Biotechnology Industries Ltd.
  
 
Clal Industries and Investments Ltd.
  
 
 
BY: Clal Biotechnology Industries Ltd.
 
  
 
By:
/s/ Amos Bankirer, /s/ Orit Lidor  
   
Amos Bankirer and Orit Lidor, authorized signatories of Clal Biotechnology Industries Ltd.,
for itself and on behalf of the other Reporting Persons pursuant to an agreement annexed
as Exhibit 1 to the Schedule 13D filed on August 16, 2012.
  
 
 
6
 
 
Schedule A

Directors and Executive Officers
of
Clal Biotechnology Industries Ltd.
(as of January 7, 2013)

Citizenship is the same as country of address, unless otherwise noted.

Name & Resident or Business Address
 
Position
 
Current Principal Occupation
 
Avi Fischer
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
 
Chairman of the Board of Directors
Chairman of Clal Industries and Investments Ltd.
Dr. Aharon Schwartz
5 Rambam Street, Mevaseret Zion, Israel
Director
Dr. Schwartz served as Vice President Innovative Ventures for Teva Pharmaceutical Industries Ltd.
Dr. Shwartz is Chairman of Biocancell Therapeutics Inc. and BioLineRx, and also serves as a director of D-Pharm Ltd, Protologics Ltd, Amorfical Ltd, Lipocure Ltd and Medingalil.
 
Prof. Gabi Barabash
17 Bnei Neviim Street, Ramat Gan, Israel
Director
Prof. Barabash currently serves as Director General of the Tel Aviv Sourasky Medical Center and as Professor of Epidemiology and Preventive Medicine at the Sackler School of Medicine, Tel Aviv University.
 
Jonathan Kaplan
7 Ze'ev Zabotinsky Street, Aviv Tower, 50th
 Floor, Ramat-Gan, Israel
Director
Mr. Kaplan is an economic consultant focusing primarily on complex tax issues.
 
     
Sigalia Heifetz
12 Hatzedef St., Tel-Aviv, Israel
 
Director
Ms. Heifetz is a consultant and business entrepreneur.
Shmuel (Milki) Ruenstein
106 David Ha'melech Street, Herzliya, Israel
 
External Director
Director at Excellence Bioscience Ltd., Medison Pharma Ltd., Genarset Ltd., Ramidor Biomed Ltd. and Sibana Medical Ltd.  Until 2010, served as the CEO of Taro Pharmaceuticals Ltd.
 
Avi Zigelman
8 Uri Keisary Street, Tel Aviv, Israel
 
External Director
Mr. Zigelman is a financial consultant.
 
Ruben Krupik
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
 
Chief Executive Officer
Mr. Krupik is CEO of CBI and active Chairman of D-Pharm, CureTech, MediWound, Gamida Cell, Biocancell Therapeutics Inc.  and Andromeda.
 
Amos Bankirer
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
 
Vice President for Strategy and Corporate Development
Vice President for Strategy and Corporate Development at CBI
Gil Milner
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
Chief Financial Officer and Comptroller
 
CFO and Comptroller for CBI.
 
 
7
 
 
Orit Lidor
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
 
Vice President & General Counsel
Vice President & General Counsel at CBI.
Ofer Goldberg
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
 
Vice President
At CBI, Mr. Goldberg is in charge of business development of CBI's portfolio companies.
Ofer Gonen
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
Vice President
At CBI, Mr. Gonen is in charge of business development of CBI's portfolio companies.

8