SC 13D/A 1 dsc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 4)* RADA ELECTRONIC INDUSTRIES LIMITED ---------------------------------------- (Name of Issuer) Ordinary Shares, Par Value NIS .002 Per Share --------------------------------------------- (Title of Class of Securities) 750115305 ---------------------------------------- (CUSIP Number) Robert T. Burke, Esq. MBV Law LLP 101 Vallejo Street San Francisco, CA 94111 (415) 781-4400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 17, 2001 -------------------------------------------------------- (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. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedules, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page should 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 ----------------------- --------------------- CUSIP NO. 750115305 PAGE 2 OF 4 PAGES ----------------------- --------------------- ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Howard P.L. Yeung ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Hong Kong ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,492,508 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,492,508 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,492,508 ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [X] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 17.9% ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN ------------------------------------------------------------------------------ SCHEDULE 13D ----------------------- --------------------- CUSIP NO. 750115305 PAGE 3 OF 4 PAGES ----------------------- --------------------- This Amendment amends Item 5 of the Statement on Schedule 13D filed by Howard P.L. Yeung, an individual residing in Hong Kong ("H. Yeung"), on June 8, 1998, as amended by a Schedule 13D filed on August 11, 1999, as further amended by a Schedule 13D filed on February 1, 2001, as further amended by a Schedule 13D filed March 28, 2001, relating to the Ordinary Shares, par value NIS.005 per share (the "Ordinary Shares"), of Rada Electronic Industries Limited, an Israeli corporation ("Rada"), by amending such items as set forth below. Effective April 4, 2001, Rada effected a reverse stock split of one share for every 2.5 shares outstanding. Unless otherwise noted, all share and price per share amounts contained in this Amendment No. 4 to Schedule 13D reflect such reverse stock split. ITEM 5: INTEREST IN SECURITIES OF THE ISSUER ------ ------------------------------------ Item 5 of the Schedule 13D is amended by adding the following to the disclosure already made under the indicated subparagraphs of Item 5: (a) H. Yeung owns directly 2,348,508 Ordinary Shares, representing approximately 17.0% of the outstanding Ordinary Shares. If H. Yeung were to exercise the Warrant previously reported, he would own 2,492,508 Ordinary Shares, representing approximately 17.9% of the outstanding Ordinary Shares. These percentages are based on 13,816,829 Ordinary Shares issued and outstanding as of February 16, 2001, according to Rada's Proxy Statement dated February 16, 2001 (any percentages shown above that assume exercise of the Warrant previously reported include in the total number of outstanding Ordinary Shares the number of Ordinary Shares that would be acquired thereby). As previously reported, H. Yeung owns 50% of the issued and outstanding capital stock of Horsham Enterprises Limited, a British Virgin Islands corporation ("Horsham"). As of February 1, 2001, Horsham owned 1,553,866 Ordinary Shares, including 203,780 shares Horsham has the shared power to vote pursuant to a Shareholders' Agreement (the "Horsham-Rada Shares"). If, by virtue of his ownership interest in Horsham, H. Yeung is deemed to be the beneficial owner of the Horsham-Rada Shares, H. Yeung would be the beneficial owner of 4,046,374 Ordinary Shares (assuming full exercise of the Warrant previously reported). Such 4,046,374 Ordinary Shares would represent approximately 29.0% of the total number of the outstanding Ordinary Shares. The filing of this statement shall not be construed as an admission that H. Yeung is the beneficial owner of the Horsham-Rada Shares. (b) H. Yeung has sole voting and sole dispositive power over the Ordinary Shares acquired as described under Item 5(c) below. SCHEDULE 13D ----------------------- --------------------- CUSIP NO. 750115305 PAGE 4 OF 4 PAGES ----------------------- --------------------- (c) H. Yeung has purchased Ordinary Shares as described below. All transactions were purchases in the open market:
Date Ordinary Shares Price per Share ---- --------------- --------------- 03/29/01 22,000 $2.18750 03/30/01 2,000 2.18750 04/02/01 20,800 2.18750 04/03/01 20,000 2.18750 04/04/01 40,000 2.18750 04/05/01 10,000 2.18750 04/06/01 40,000 2.18750 04/09/01 7,000 2.16070 04/10/01 40,000 2.18750 04/11/01 2,500 2.18750 04/12/01 8,000 2.18000 04/16/01 20,000 2.18000 04/17/01 3,500 2.17000
(d) Not applicable. (e) Not applicable. 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. April 19, 2001 /s/ Howard P.L. Yeung ------------------------------------ Howard P.L. Yeung