Filing Details

 

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INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO 240.13d-2(a) AND AMENDMENTS THERETO FILED

PURSUANT TO 240.13d-2(a)

(Amendment No. 1)*

 

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Jonathan M. Nathan, Adv.
Meitar Liquornik Geva Leshem Tal, Law Offices
16 Abba Hillel Silver Rd.
Ramat-Gan 5250608, Israel
+972-3-610-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

*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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

(Continued on following pages)
(Page 1 of 9 Pages)

 

 

1	NAMES OF REPORTING PERSONS:
	Barak Dotan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
	☐
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:
			32,472,357 (1)
		9	SOLE DISPOSITIVE POWER:
			0
		10	SHARED DISPOSITIVE POWER:
			32,472,357 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	32,472,357 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	66.4% (2)
14	TYPE OF REPORTING PERSON:
	IN

1	NAMES OF REPORTING PERSONS:
	Yossi Ben Shalom
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
	☐
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:
			32,472,357 (1)
		9	SOLE DISPOSITIVE POWER:
			0
		10	SHARED DISPOSITIVE POWER:
			32,472,357 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	32,472,357 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	66.4% (2)
14	TYPE OF REPORTING PERSON:
	IN

This Amendment No. 1 (this “Amendment”) to the Statement of Beneficial Ownership on Schedule 13D filed on June 2, 2016 (the “Statement”) relates to the Ordinary Shares, NIS 0.015 par value per share (“Ordinary Shares”) of RADA Electronic Industries Ltd., an Israeli company (the “Issuer” or “RADA”).  Capitalized terms used herein that are not otherwise defined shall have the respective meanings assigned thereto in the Statement.

This Amendment is being filed by the Reporting Persons (as defined in Item 2 below) to report certain changes in DBSI’s (as defined in Item 2 below) and the other the Reporting Persons’ beneficial ownership of Ordinary Shares. Since the filing of the Statement, DBSI has sold (as detailed in Item 5(c) below) an aggregate of 332,284 of the Initial Shares that had been acquired by it at the Closing, and has furthermore (on August 29, 2016) exercised Warrants to purchase 1,063,830 First Warrant Shares. The aggregate impact of these transactions on the Reporting Persons’ beneficial ownership has been an increase, by 731,546 Ordinary Shares, in the actual number of Ordinary Shares held by them, coupled with a reduction, by 332,284, in the overall number of Ordinary Shares beneficially owned by them, representing a 1.0% reduction in beneficial ownership.

Except as modified by the information provided in this Item 1, the information set forth in Item 1 of the Statement is incorporated by reference herein in response to the disclosure requirements of Item 1 of Schedule 13D.

This Amendment is being filed by each of (1) DBSI Investments Ltd. (“DBSI” or the “Reporting Entity”), (2) Barak Dotan and (3) Yossi Ben Shalom.

Messrs. Dotan and Ben Shalom are together referred to sometimes hereafter as the “Reporting Individuals”, and, together with the Reporting Entity, the “Reporting Persons”.

The information set forth in the Statement in response to:

·	paragraphs (b)-(c) and (f) of Item 2, concerning DBSI;

·	paragraphs (a), (b), (c) and (f) of Item 2, concerning DBSI’s executive officers and directors;

·	paragraphs (a), (b), (c) and (f) of Item 2, concerning DBSI’s controlling shareholders;

·	paragraphs (b)-(c) and (f) of Item 2, concerning Mr. Barak Dotan; and

·	paragraphs (b)-(c) and (f) of Item 2, concerning Mr. Yossi Ben Shalom

is in each case incorporated by reference herein in response to the disclosures required by the corresponding paragraphs of this Amendment.

 

(d)        Criminal Proceedings: The information set forth in the corresponding paragraph of the Statement (with respect to each of (i) DBSI, its executive officers and directors, and its controlling shareholders, (ii) Mr. Barak Dotan and (iii) Mr. Yossi Ben Shalom) is incorporated by reference herein.

 

(e)        Civil Proceedings: The information set forth in the corresponding paragraph of the Statement (with respect to each of (i) DBSI, its executive officers and directors, and its controlling shareholders, (ii) Mr. Barak Dotan and (iii) Mr. Yossi Ben Shalom) is incorporated by reference herein.

 

 

DBSI paid $0.235 per share, or $250,000 in the aggregate, for its acquisition of the 1,063,830 First Warrant Shares that is reported in this Amendment. The source of funds for the foregoing amounts was shareholders loans to DBSI from its shareholders, as well as the internal funds of DBSI.

 

(a)          DBSI is the beneficial owner of 32,472,357 Ordinary Shares of the Issuer, constituting 66.4% of the issued and outstanding Ordinary Shares of the Issuer. Such number of Ordinary Shares consists of the following:

 

(i)

16,688,993 remaining Ordinary Shares from among the Initial Shares purchased by DBSI from the Issuer at the Closing;

 

(ii)

1,063,830 First Warrant Shares issued to DBSI upon exercise of Warrants on August 29, 2016;

 

(iii)

7,446,808 remaining First Warrant Shares issuable to DBSI upon exercise of additional outstanding Warrants; and

 

(iv)

7,272,727 Second Warrant Shares issuable to DBSI upon exercise of outstanding Warrants.

 

The foregoing number of Ordinary Shares beneficially owned by DBSI excludes up to a maximum of 13,510,638 Convertible Loan Shares potentially issuable to DBSI upon conversion of a convertible loan in an amount of $3,175,000 that was funded by DBSI to the Issuer on June 15, 2016 (as described further in Item 6 below). The conversion price per share for the convertible loan (and, accordingly, the number of shares issuable upon conversion) is variable and will equal 95% of the average closing trading price of the Ordinary Shares during the five trading days preceding conversion (subject to a maximum conversion price of $1.20 per share and a minimum conversion price of $0.235 per share). See “Right to Acquire Additional Ordinary Shares— Convertible Loan Agreement” in Item 6 below.

 

DBSI possesses sole power to vote, and dispose of, the foregoing Ordinary Shares.

 

Messrs. Yossi Ben Shalom and Barak Dotan, by virtue of their relationship with and interests in DBSI, may be deemed to control DBSI and consequently share the beneficial ownership of the foregoing 32,472,357 Ordinary Shares of the Issuer beneficially owned by DBSI, including the right to jointly direct the voting of, and disposition of, such shares.

 

(b)          The Reporting Persons and the other persons identified in Item 2 possess either sole power or shared power to vote and direct the vote, and sole power or shared power to dispose or to direct the disposition of, the Issuer’s Ordinary Shares as described in paragraph (a) above.

 

(c)           During the past 60 days, DBSI has effected the following transactions with respect to Ordinary Shares:

 

 

 

3	Convertible Loan Agreement, dated as of April 14, 2016, by and between the Issuer and DBSI (incorporated by reference to Exhibit 4.6 to the Issuer’s 2015 Form 20-F)

4	First Amendment to Convertible Loan Agreement, dated as of May 15, 2016, by and between the Issuer and DBSI (incorporated by reference to Exhibit 4.7 to the Issuer’s 2015 Form 20-F)