Amit Ben-Yehuda
Kardan Technologies Ltd.
154 Menachem Begin Street
Tel Aviv 64921, Israel
Tel: (972)(3) 608-3444
Fax: (972)(3) 608-3434
|
Anat Treibatch
Formula Vision Technologies (F.V.T.) Ltd.
1 Hashikma Street
Savyon 56530, Israel
Tel: (972)(3) 734-3100
Fax: (972)(3) 736-7770
|
||
with a copy to:
Tuvia J. Geffen, Adv.
Naschitz, Brandes & Co.
5 Tuval Street
Tel-Aviv 67897, Israel
Tel: (972)(3) 623-5000
Fax: (972)(3) 623-5005
|
CUSIP No. N7716A102
|
Page 3 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS.
Formula Vision Portfolio Holdings Limited Partnership
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
N/A
|
|
8
|
SHARED VOTING POWER
753,625
|
||
9
|
SOLE DISPOSITIVE POWER
N/A
|
||
10
|
SHARED DISPOSITIVE POWER
753,625
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
753,625
|
||
12
|
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.90%*
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. N7716A102
|
Page 4 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS.
Formula Vision Holdings Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
N/A
|
|
8
|
SHARED VOTING POWER
753,625
|
||
9
|
SOLE DISPOSITIVE POWER
N/A
|
||
10
|
SHARED DISPOSITIVE POWER
753,625
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
753,625
|
||
12
|
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.90%*
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. N7716A102
|
Page 5 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS.
Kardan Technologies Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
N/A
|
|
8
|
SHARED VOTING POWER
5,409,793
|
||
9
|
SOLE DISPOSITIVE POWER
N/A
|
||
10
|
SHARED DISPOSITIVE POWER
5,409,793
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,409,793
|
||
12
|
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.67%*
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. N7716A102
|
Page 6 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS.
Kardan Israel Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
N/A
|
|
8
|
SHARED VOTING POWER
5,409,793
|
||
9
|
SOLE DISPOSITIVE POWER
N/A
|
||
10
|
SHARED DISPOSITIVE POWER
5,409,793
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,409,793
|
||
12
|
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.67%*
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. N7716A102
|
Page 7 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS.
Kardan Yazamut (2011) Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
N/A
|
|
8
|
SHARED VOTING POWER
5,409,793
|
||
9
|
SOLE DISPOSITIVE POWER
N/A
|
||
10
|
SHARED DISPOSITIVE POWER
5,409,793
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,409,793
|
||
12
|
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.67%*
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. N7716A102
|
Page 8 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS.
Formula Vision Technologies (F.V.T.) Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
N/A
|
|
8
|
SHARED VOTING POWER
1,490,284
|
||
9
|
SOLE DISPOSITIVE POWER
N/A
|
||
10
|
SHARED DISPOSITIVE POWER
1,490,284
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,490,284
|
||
12
|
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.76%*
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. N7716A102
|
Page 9 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS.
Dan Goldstein
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
N/A
|
|
8
|
SHARED VOTING POWER
1,490,284
|
||
9
|
SOLE DISPOSITIVE POWER
N/A
|
||
10
|
SHARED DISPOSITIVE POWER
1,490,284
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,490,284
|
||
12
|
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.76%*
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit 14
|
Share Purchase Agreement, dated as of January 26, 2012, by and among Formula Systems (1985) Ltd., Kardan Technologies Ltd. and Formula Vision Technologies (F.V.T.) Ltd. (incorporated herein by reference to Exhibit 99.1 to Amendment No. 19 to Schedule 13D of Formula Systems (1985) Ltd., filed on January 31, 2012).
|
Dated: February 2, 2012
|
Formula Vision Portfolio Holdings Limited Partnership
|
|||
By: Formula Vision Holdings Ltd., its general partner | ||||
By: |
/s/ Ronnen Yitzhak
|
|||
Name: Ronnen Yitzhak
|
||||
Title: Director
|
||||
By: |
/s/ Amit Ben-Yehuda
|
|||
Name: Amit Ben-Yehuda
|
||||
Title: Director
|
Formula Vision Holdings Ltd.
|
|||
By:
|
/s/ Ronnen Yitzhak
|
||
Name: Ronnen Yitzhak
|
|||
Title: Director
|
|||
By:
|
/s/ Amit Ben-Yehuda | ||
Name: Amit Ben-Yehuda
|
|||
Title: Director
|
|||
Kardan Technologies Ltd.
|
|||
|
|||
By:
|
/s/ Yosef Grunfeld
|
||
Yosef Grunfeld | |||
Director | |||
By:
|
/s/ Amit Ben-Yehuda
|
||
Name: Amit Ben-Yehuda
|
|||
Title: Chief Executive Officer |
Kardan Israel Ltd.
|
|||
By:
|
/s/ Yosef Grunfeld
|
||
Yosef Grunfeld
|
|||
Chairman of the Board
|
By:
|
/s/ Asher Elmoznino
|
||
Asher Elmoznino
|
|||
CFO
|
|||
Kardan Yazamut (2011) Ltd.
|
|||
By: | /s/ Yosef Grunfeld | ||
Yosef Grunfeld
|
|||
Chairman of the Board
|
|||
By: |
/s/ Asher Elmoznino
|
||
Asher Elmoznino
|
|||
CFO
|
|||
Formula Vision Technologies (F.V.T.) Ltd.
|
|||
|
|||
By: | /s/ Ronnen Yitzhak | ||
Name: Ronnen Yitzhak
|
|||
Title: Director
|
|||
By:
|
/s/ Anat Treibatch
|
||
Name: Anat Treibatch
|
|||
Title: CFO
|
|||
/s/ Dan Goldstein
|
|||
Dan Goldstein
|