-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1eIRHABj8TeA+oUGbezzEOBnjyiF+XZyOztM5+0maCaRyO9UZ3ya4r8ApNRjPuN +KaQP5llertmsKT3hHb5Cg== 0000929624-99-001485.txt : 19990812 0000929624-99-001485.hdr.sgml : 19990812 ACCESSION NUMBER: 0000929624-99-001485 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADA ELECTRONIC INDUSTRIES LTD CENTRAL INDEX KEY: 0000761238 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51105 FILM NUMBER: 99683329 BUSINESS ADDRESS: STREET 1: MEDINAT HAYEHIDIM 12 STREET 2: P O BOX 2059 CITY: HERZLIYA ISRAEL 4612 STATE: L3 BUSINESS PHONE: 2127348340 MAIL ADDRESS: STREET 1: MEDINAT HAYEHIDIM 12 STREET 2: P O BOX 2059 CITY: HERZLIYA ISRAEL 461 STATE: L3 ZIP: 10021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YEUNG HOWARD P L CENTRAL INDEX KEY: 0001063260 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2202 KODAK HOUSE II 39 HEALTHY ST STREET 2: EAST NORTH POINT CITY: HONG KONG BUSINESS PHONE: 01185225791800 MAIL ADDRESS: STREET 1: 2202 KODAK HOUSE II 39 HEALTHY ST STREET 2: EAST NORTH POINT CITY: HONG KONG SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 1)* 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 Mandel, Buder & Verges 101 Vallejo Street San Francisco, CA 94111 (415) 781-4400 (Name, Address and Telephone Number Persons Authorized to Receive Notices and Communications) March 9, 1999 and July 15, 1999 -------------------------------------------------------- (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(b) (3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 5,079,270 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 5,079,270 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 5,079,270 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 23.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! This Amendment amends Items 3, 4, 5, and 7 of the Statement on Schedule 13D filed by Howard P.L. Yeung, an individual residing in Hong Kong ("Yeung"), on June 8, 1998, relating to the Ordinary Shares, par value NIS.002 per share (the "Ordinary Shares"), of Rada Electronic Industries Limited, an Israeli corporation ("Rada"), by amending such items as set forth below. ITEM 3: SOURCE OF FUNDS - ------ --------------- Item 3 of the Schedule 13D is amended by adding the following to the disclosure already made under such item: The source of the purchase price for the Ordinary Shares purchased by Yeung in the Private Placement described under Item 5(c) below was personal funds of Yeung. The source of the loan that was the subject of the Debt-to-Equity Conversion described under Item 5(c) below was personal funds of Yeung. ITEM 4: PURPOSE OF TRANSACTION - ------ ---------------------- Item 4 of the Schedule 13D is amended by adding the following to the disclosure already made under such item: Although Yeung's primary reason for acquiring the Ordinary Shares in the Private Placement and the Debt-to-Equity Conversion (as defined in Item 5(c) below) has been, and remains, to make a profit on such investment, and while Yeung has no specific plans or proposals that relate to or would result in any of the events described in subsections (a) through (c) and (e) through (j) of Item 4, Yeung, as a major shareholder of Rada, is in a position to exert influence over Rada's corporate strategy and the decisions made by Rada's management. In addition, Yeung owns fifty percent of the outstanding stock of Horsham Enterprises Limited, a British Virgin Islands corporation ("Horsham"). Horsham has taken certain actions not ordinarily taken by purely passive investors (see Amendment No. 5 to Horsham's Schedule 13D filed on the same date as this Amendment). On July 15, 1999, at the request of management of Rada, Yeung wrote a letter to Rada, which Yeung understood would be presented to Rada's auditors in connection with their review of Rada's 1998 financial statements. By such letter, a copy of which is attached hereto as an Exhibit, Yeung indicated that he was prepared to give favorable consideration to further investing in Rada, in light of the circumstances then existing; however, the letter stated that it was not intended to indicate that Yeung would be obligated to make an investment under all circumstances. A similar letter was sent to Rada on the same date by Horsham. 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) As a result of the transactions described in subparagraph (c) below, Yeung owns directly 4,539,270 Ordinary Shares, representing approximately 21.0% of the outstanding Ordinary Shares. If Yeung were to exercise the Warrants previously reported, he would own 5,079,270 Ordinary Shares, representing approximately 23.0% of the outstanding Ordinary Shares. These percentages are based on 16,328,000 Ordinary Shares issued and outstanding as of December 31, 1998, according to Rada's Form 20-F dated July 15, 1999, in addition to the issuance of 3,400,000 Ordinary Shares in March of 1999, and the issuance of 1,848,000 Ordinary Shares as partial payment for outstanding debt in June of 1999, for a total of 21,576,000 1 issued and outstanding Ordinary Shares as of the date hereof, to the best knowledge and belief of Yeung (any percentages shown above that assume exercise of the Warrants previously reported include the number of Ordinary Shares acquired thereby in the total number of outstanding Ordinary Shares). As previously reported, Yeung owns 50% of the issued and outstanding capital stock of Horsham Enterprises Limited, a British Virgin Islands corporation ("Horsham"). As of the date hereof, Horsham owns 2,188,225 Ordinary Shares, including 99,010 shares Horsham has the contractual right to acquire (the "Horsham-Rada Shares"). If, by virtue of his ownership interest in Horsham, Yeung is deemed to be the beneficial owner of the Horsham-Rada Shares, Yeung would be the beneficial owner of 7,267,495 Ordinary Shares (assuming full exercise of the Warrants previously reported). Such 7,267,495 Ordinary Shares would represent approximately 32.7% of the total number of the outstanding Ordinary Shares. The filing of this statement shall not be construed as an admission that Yeung is the beneficial owner of the Horsham-Rada Shares. (b) Yeung has sole voting power and sole dispositive power over the Ordinary Shares acquired in the Private Placement and the Debt-to-Equity Conversion. (c) On March 9, 1999, Yeung purchased 2,691,270 Ordinary Shares at a price of $0.63 (US) per share in a privately negotiated transaction in which Rada directly issued 3,400,000 Ordinary Shares to five of its existing shareholders (the "Private Placement"). In June of 1999, Yeung acquired 1,848,000 Ordinary Shares at a price of $0.63 (US) per share as partial payment (in the amount of $1,164,240) of the $2,000,000 loan made by Yeung to Horsham on May 29, 1998 (the "Debt-to-Equity Conversion"). (d) Not applicable. (e) Not applicable. ITEM 7: EXHIBITS - ------ -------- Item 7 of the Schedule 13D is amended to disclose the following: 4. Letter to Rada dated July 15, 1999; and 5. Extract from Minutes of a Meeting of the Board of Directors of Rada dated February 27, 1999. 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. August 5, 1999 -- /s/ Howard P.L. Yeung - ------------------------------------ Exhibit Index - ------------- Exhibit 4 Letter to Rada dated July 15, 1999 Exhibit 5 Extract from Minutes of a Meeting of the Board of Directors of Rada dated February 27, 1999 EX-4 2 LETTER TO RADA DATED JULY 15, 1999 Exhibit 4 HOWARD P.L. YEUNG 15 July, 1999 Rada Electronic Industries Ltd. 12 Medinat Hayehudim St. Herzllya B. 46120 ISRAEL For the attention of: Maj. General (Res.) Herzle Bodinger -- President & C.E.O. --------------------------------------------------------- Dear General Bodinger As one of the major shareholders of Rada Electronic Industries Limited (the "Company"), we wish to express our confidence in the management of the Company, and particularly in the Company's products. We are willing to consider assisting the Company to achieve its future business goal. As the Company's management addresses the difficult situation it is currently encountering, we are prepared to give favorable consideration to further investing in the COmpany, in light of the circumstances then existing; however, this letter is not intended to indicate that we will be obliged to make such investment under all circumstances. Yours sincerely /s/ Howard P.L. Yeung Howard P.L. Yeung EX-5 3 EXTRACT FROM MINUTES OF MEETING Exhibit 5 Extract from a Minutes of a Meeting of the Board of Directors of Rada Electronic Industries Ltd. Held on February 27, 1999, at the offices of the Company in Herzliya-Pitvach Present by person: Mr. Herzle Bodinger (Chairman), Mr. Eles Dobronsky and - ----------------- Ms. Hadas Barnoy Tsror, Secretary. Attending via the phone: Mr. Roy K.C. Chan and Mr. Adrian Berg. - ----------------------- Mr. Bodinger: Last week we sent five of our investors a request to subscribe for up to 3,400,000 Ordinary Shares 0.02 NIS each of the Company. All the five responded, and based on the prices they offered, we bring for your approval the following proposal: Proposed: that the Company issues 3,400,000 Ordinary Shares at a price of $0.63 per share each, and that such shares would be divided as follows: Howard Yeung 2,691,270 Chayim Hershkovitz 250,000 The Shaar Fund Ltd 200,000 Mark Segal 158,730 Ivor Wolfson 100,000 Mr. Bodinger brought the matter for a vote, Mr. Chan and Mr. Berg who were appointed as representative of Horsham Enterprises Ltd. (the shares of which are held by Mr. Howard Yeung) did not participate in the voting, Mr. Bodinger and Mr. Dobronsky voted for the proposal. Resolved: To issue the five investors listed above the number of shares listed by each investor's name, at a price of $0.63 per share, and for a total consideration of $2,142,000. /s/Hadas Barnoy Tsror --------------------- Hadas Barnoy Tsror Secretary -----END PRIVACY-ENHANCED MESSAGE-----