UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
SCITEX CORPORATION LTD.
-----------------------
(Name of Issuer)
Ordinary Shares, NIS 0.12 nominal (par) value per share
-------------------------------------------------------
(Title of Class of Securities)
809090103
---------
(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 732-3200
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 27, 2004
-------------------------------------------------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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 ("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).
CUSIP No. 809090103
1 NAME OF REPORTING PERSON: Suny Electronics Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ]
(b)[ ]
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): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,479,554 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,479,554 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,479,554 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.51%
14 TYPE OF REPORTING PERSON: CO
--------------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of the 2,479,554 Ordinary Shares of the Issuer. Suny
Electronics Ltd. directly holds the Issuer's 2,479,554 Ordinary Shares. Ben Dov
Holdings Ltd., a company 100% owned by Mr. Ben Dov, holds 68.52% of the shares
of Suny Electronics Ltd. Accordingly, Mr. Ben Dov may be deemed to have the sole
voting and dispositive power as to the 6.51% Ordinary Shares of the Issuer held
by Suny Electronics Ltd.
2
CUSIP No. 809090103
1 NAME OF REPORTING PERSON: Ben Dov Holdings Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ]
(b)[ ]
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): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,479,554 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,479,554 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,479,554 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.51%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of the 2,479,554 Ordinary Shares of the Issuer. Suny
Electronics Ltd. directly holds the Issuer's 2,479,554 Ordinary Shares. Ben Dov
Holdings Ltd., a company 100% owned by Mr. Ben Dov, holds 68.52% of the shares
of Suny Electronics Ltd. Accordingly, Mr. Ben Dov may be deemed to have the sole
voting and dispositive power as to the 6.51% Ordinary Shares of the Issuer held
by Suny Electronics Ltd.
3
CUSIP No. 809090103
1 NAME OF REPORTING PERSON: Ilan Ben Dov
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ]
(b)[ ]
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): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,479,554 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,479,554 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,479,554 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.51%
14 TYPE OF REPORTING PERSON: IN
-----------------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of the 2,479,554 Ordinary Shares of the Issuer. Suny
Electronics Ltd. directly holds the Issuer's 2,479,554 Ordinary Shares. Ben Dov
Holdings Ltd., a company 100% owned by Mr. Ben Dov, holds 68.52% of the shares
of Suny Electronics Ltd. Accordingly, Mr. Ben Dov may be deemed to have the sole
voting and dispositive power as to the 6.51% Ordinary Shares of the Issuer held
by Suny Electronics Ltd.
4
This Amendment No. 1 to the Statement on Schedule 13D dated July 21,
2004 is being filed to report the purchase by Suny Electronics Ltd. ("Suny"),
Ben Dov Holdings Ltd. ("Ben Dov Holdings") and Mr. Ilan Ben Dov of an aggregate
of 435,557 ordinary shares, nominal par value NIS 0.12 per share, (the "Ordinary
Shares") of Scitex Corporation Ltd. (the "Issuer"), an Israeli company whose
principal executive offices are located at 3 Azrieli Center, Triangular Tower,
43RD Floor, Tel Aviv 67023, Israel.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
ITEM 3 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
From August 1, 2004, through October 28, 2004, Suny purchased an aggregate
of 435,557 Ordinary Shares of the Issuer in a series of transactions. The
aggregate purchase price of such 435,557 Ordinary Shares was $1,732,229.44, all
of which amount was paid by Suny from working capital.
Item 4. Purpose of Transaction.
-----------------------
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The 435,557 Ordinary Shares purchased by Suny during the period August 1,
2004 through October 28, 2004 were purchased for portfolio investment purposes.
Suny currently does not have any plan or proposal, which relates to or
would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plan or proposal to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
5
(g) changes in the Issuer's charter or by-laws or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
However, such plans or proposals may have been considered, and may from
time to time hereafter be considered, by Suny, Ben Dov Holdings and Mr. Ben Dov
in his capacity as a director and executive officer of Suny or Ben Dov Holdings.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) Mr. Ben Dov, Ben Dov Holdings and Suny are the beneficial owners of
2,479,554 Ordinary Shares, which constitute approximately 6.51% of the
38,066,363 Ordinary Shares of the Issuer, which according to the Issuer's most
recent filing with the Securities and Exchange Commission, were outstanding and
issued on November 5, 2004.
(b) Mr. Ben Dov, Ben Dov Holdings and Suny have shared power to vote or
direct the vote and the shared power to dispose or direct the disposition of the
2,479,554 Ordinary Shares currently beneficially owned by Mr. Ben Dov, Ben Dov
Holdings and Suny.
(c) The following table sets forth all the transactions in the Ordinary
Shares of the Issuer effected by Suny during the past sixty days. All such
transactions were open market purchases effected on the Tel Aviv Stock Exchange.
6
Number of Ordinary
Date of Purchase Shares Price Per Share*
---------------- ------------------ ----------------
September 1, 2004 20,639 $3.93
September 6, 2004 2,500 $3.93
September 9, 2004 16,586 $3.91
September 10, 2004 16,500 $3.93
September 13, 2004 5,000 $3.92
September 14, 2004 3,000 $4.07
September 16, 2004 15,000 $3.94
September 17, 2004 5,000 $4.02
September 21, 2004 500 $3.97
September 23, 2004 28,600 $4.12
September 26, 2004 3,000 $4.13
September 28, 2004 6,784 $4.11
October 5, 2004 19,500 $4.14
October 8, 2004 1,000 $4.02
October 11, 2004 5,000 $4.02
October 12, 2004 11,069 $3.96
October 19, 2004 5,000 $3.99
October 20, 2004 5,500 $4.05
October 21, 2004 15,000 $4.01
October 24, 2004 5,000 $4.03
October 25, 2004 2,810 $4.03
October 26, 2004 10,000 $4.00
October 27, 2004 7,900 $3.96
October 28, 2004 5,000 $3.95
-----------------------
* Does not include broker's commissions.
Except for such transactions, Suny has not effected any transactions in the
Ordinary Shares since October 28, 2004.
(d) No person other than Suny has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares reported above in this Item 5.
(e) Not applicable.
7
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: November 8, 2004
/s/Ilan Ben Dov
---------------
Mr. Ilan Ben Dov
SUNY ELECTRONICS LTD.
By: /s/Ilan Ben Dov
---------------
Mr. Ilan Ben Dov
Chief Executive Officer and
Chairman of the Board of Directors
BEN DOV HOLDINGS LTD.
By: /s/Ilan Ben Dov
---------------
Mr. Ilan Ben Dov
Chief Executive Officer and
Chairman of the Board of Directors
8