UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)*
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)
September 12, 2005
-------------------------------------------------------
(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: Tao Tsuot 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) [X]
(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: 305,893 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 305,893 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 305,893 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): 0.80%
14 TYPE OF REPORTING PERSON: CO
--------------------------
* Mr. Ben Dov and Tao Tsuot Ltd. are the beneficial owners of the 305,893
Ordinary Shares of the Issuer. Tao Tsuot Ltd. directly holds the Issuer's
305,893 Ordinary Shares. Mr. Ben Dov holds 84.73% of the shares of Tao Tsuot
Ltd. Accordingly, Mr. Ben Dov may be deemed to have the sole voting and
dispositive power as to the 305,893 Ordinary Shares of the Issuer held by Tao
Tsuot Ltd.
2
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) [X]
(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: 4,720,935 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,720,935 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,720,935 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): 12.40%
14 TYPE OF REPORTING PERSON: CO
--------------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of the 4,720,935 Ordinary Shares of the Issuer. Suny
Electronics Ltd. directly holds the Issuer's 4,720,935 Ordinary Shares. Ben Dov
Holdings Ltd., a company 100% owned by Mr. Ben Dov, holds 65.81% 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 4,720,935 Ordinary Shares of the Issuer
held by Suny Electronics Ltd.
3
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) [X]
(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: 54,825
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 4,720,935 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 54,825
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,720,935 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,775,769 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): 12.55%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of the 4,720,935 Ordinary Shares of the Issuer. Suny
Electronics Ltd. directly holds the Issuer's 4,720,935 Ordinary Shares, Ben Dov
Holdings Ltd., a company 100% owned by Mr. Ben Dov, holds 65.81% of the shares
of Suny Electronics Ltd. Ben Dov Holdings directly holds an additional 54,825
Ordinary Shares of the Issuer. Accordingly, Mr. Ben Dov may be deemed to have
the sole voting and dispositive power as to the 4,775,796 Ordinary Shares of the
Issuer held by Suny Electronics Ltd. and Ben Dov Holdings Ltd.
4
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) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
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 7 SOLE VOTING POWER: 16,773
OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,081,653 Ordinary Shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 16,773
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 5,081,653 Ordinary Shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 5,098,426 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): 13.39%
14 TYPE OF REPORTING PERSON: IN
-----------------------------
* Mr. Ben Dov and Tao Tsuot Ltd. are the beneficial owners of 305,893 Ordinary
Shares of the Issuer. Tao Tsuot Ltd. directly holds the 305,893 Ordinary Shares
of the Issuer. Mr. Ben Dov holds 84.73% of the shares of Tao Tsuot Ltd. Mr. Ben
Dov, Ben Dov Holdings Ltd. Suny Electronics Ltd. are the beneficial owners of
4,720,935 Ordinary Shares of the Issuer. Suny Electronics Ltd. directly holds
the Issuer's 4,720,935 Ordinary Shares. Ben Dov Holdings Ltd., a company 100%
owned by Mr. Ben Dov, holds 65.81% of the shares of Suny Electronics Ltd. Mr.
Ben Dov and Ben Dov Holdings are the beneficial owners of 54,825 Ordinary Shares
of the Issuer that are directly held by Ben Dov Holdings. Mr. Ben Dov directly
holds an additional 16,773 Ordinary Shares of the Issuer. Accordingly, Mr. Ben
Dov may be deemed to have the sole voting and dispositive power as to the
5,098,426 Ordinary Shares of the Issuer held by himself, Tao Tsuot Ltd., Suny
Electronics Ltd. and Ben Dov Holdings.
5
This Amendment No. 7 to the Statement on Schedule 13D dated July 22, 2004,
and previously amended on July 12, 2005, is being filed to report the purchase
by Tao Tsuot Ltd. ("Tao"), Suny Electronics Ltd. ("Suny"), Ben Dov Holdings Ltd.
("Ben Dov Holdings") and Mr. Ilan Ben Dov of an aggregate of 522,761 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 2. Identity and Background
ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
This Statement is being filed by Tao, Suny, Ben Dov Holdings and Mr. Ilan
Ben Dov.
Mr. Ben Dov, a citizen of Israel, is principally employed as the chief
executive officer and the chairman of the board of directors of Ben Dov
Holdings, the chief executive officer and the chairman of the board of directors
of Suny and the chairman of the board of directors of Tao. Mr. Ben Dov's
business address is 46 Ben Zion Galis St., Petach Tikva, Israel 49277.
Ben Dov Holdings is a private company incorporated under the law of the
State of Israel. Its principal business is investment. The address of its
principal business and principal office is 46 Ben Zion Galis St., Petach Tikva,
Israel 49277. Ben Dov Holdings is 100% owned by Mr. Ben Dov.
Suny is a public company incorporated under the law of the State of Israel.
Suny's shares are traded on the Tel Aviv Stock Exchange. Ben Dov Holdings holds
65.81% of Suny's outstanding shares, Suny Telecom, (1994) Ltd., a wholly owned
subsidiary of Suny, holds 8.57% of Suny's shares, Mr. Shahar Landaw, Suny's
joint chief executive officer holds 0.16% of Suny's shares, Mr.Offer Kedar,
Suny's joint chief executive officer holds 0.13% of Suny's shares and the
remaining 25.33% of Suny's shares is held by the public. Suny's principal
business is the importation and distribution, through its subsidiaries, of
cellular phones. The address of its principal business and principal office is
46 Ben Zion Galis St., Petach Tikva, Israel 49277.
Tao is a public company incorporated under the law of the State of Israel.
Tao's shares are traded on the on the maintenance list of the Tel Aviv Stock
Exchange. Mr. Ben Dov holds 84.73% of Tao's outstanding shares, Mr. Yossi Arad,
Tao's chief executive officer, holds 0.18% of Tao's outstanding shares and the
remaining 15.09% of the outstanding shares of Tao are held by the public. Tao is
a holding company. The address of its principal business and principal office is
46 Ben Zion Galis St., Petach Tikva, Israel 49277.
During the last five years, none of Mr. Ben Dov, Ben Dov Holdings Suny or
Tao has been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors), or has been a party to a civil proceeding of a
judicial or administrative body of
6
competent jurisdiction as a result of which proceeding it, he or she was or is
subject to a judgment, decree or final order either enjoining future violations
of, or prohibiting or mandating activities subject to, United States federal or
state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
ITEM 3 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
From July 11, 2005, through September 22, 2005, Suny purchased an aggregate
of 145,270 Ordinary Shares of the Issuer in a series of transactions. The
aggregate purchase price of such 145,270 Ordinary Shares was $936,413, all of
which amount was paid by Suny from its working capital.
From August 15, 2005, through September 22, 2005, Tao purchased an
aggregate of 305,893 Ordinary Shares of the Issuer in a series of transactions.
The aggregate purchase price of such 305,893 Ordinary Shares was 1,899,690$ all
of which amount was paid by Tao from its working capital.
From July 11, 2005, through September 22, 2005, Ben Dov Holdings purchased
an aggregate of 54,825 Ordinary Shares of the Issuer in a series of
transactions. The aggregate purchase price of such 54,825 Ordinary Shares was
$336,057, all of which amount was paid by Ben Dov Holdings from its working
capital
On June 20, 2005 Mr. Ben Dov purchased 16,773 Ordinary Shares of the Issuer
in one transaction. The purchase price of such 16,773 Ordinary Shares was
$97,834, all of which amount was paid by Mr. Ben Dov from his personal funds.
Item 4. Purpose of Transaction.
-----------------------
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The 522,761 Ordinary Shares purchased by Suny, Tao, Ben Dov Holdings and
Mr. Ben Dov during the period June 20, 2005, through September 22, 2005 were
purchased for portfolio investment purposes.
Suny, Tao, Ben Dov Holdings and Mr. Ben Dov currently do 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;
7
(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;
(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 Tao, Suny, Ben Dov Holdings and Mr. Ben
Dov, and in his capacity as chairman of the board of directors of Tao and
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
4,720,935 Ordinary Shares, which constitute approximately 12.40% 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 September 22, 2005.
Mr. Ben Dov and Ben Dov Holdings are the beneficial owners of 54,825
Ordinary Shares, which constitute approximately 0.14% 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 September
22, 2005.
8
Mr. Ben Dov and Tao are the beneficial owners of 305,893 Ordinary Shares,
which constitute approximately 0.77% 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 September 22, 2005.
Mr. Ben Dov is the beneficial owner of 16,773 Ordinary Shares, which
constitute approximately 0.04% 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 September 22, 2005.
(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
4,720,935 Ordinary Shares currently beneficially owned by Mr. Ben Dov, Ben Dov
Holdings and Suny.
Mr. Ben Dov and Tao have shared power to vote or direct the vote and the
shared power to dispose or direct the disposition of the 305,893 Ordinary Shares
currently beneficially owned by Mr. Ben Dov and Tao.
Mr. Ben Dov and Ben Dov Holdings have shared power to vote or direct the
vote and the shared power to dispose or direct the disposition of the 54,825
Ordinary Shares currently beneficially owned by Mr. Ben Dov and Tao.
Mr. Ben Dov has sole power to vote or direct the vote and the shared power
to dispose or direct the disposition of the 16,773 Ordinary Shares currently
beneficially owned by him.
(c) The following table sets forth all the transactions in the Ordinary
Shares of the Issuer effected by Suny, Tao, Ben Dov Holdings and Mr. Ben Dov
since the filing of Amendment No. 6 to Schedule 13D, on July 12, 2005. All such
transactions were open market purchases effected on the Tel Aviv Stock Exchange
and on the NASDAQ National Market.
Number of
Date of Purchase by Suny Ordinary Shares Price Per Share*
------------------------ --------------- ----------------
July 11, 2005 4,000 6.126
July 12, 2005 8,000 6.194
July 13, 2005 7,950 6.179
July 14, 2005 10,100 6.224
July 17, 2005 1,000 6.265
July 18, 2005 3,700 6.247
July 19, 2005 4,500 6.277
July 20, 2005 4,100 6.326
July 21, 2005 2,000 6.371
July 22, 2005 7,200 6.242
July 24, 2005 10,000 6.361
July 25, 2005 18,800 6.351
July 26, 2005 4,000 6.435
9
July 27, 2005 1,020 6.630
August 2, 2005 1,000 6.914
August 3, 2005 1,000 6.929
August 4, 2005 3,000 6.857
August 7, 2005 14,000 6.710
August 9, 2005 4,200 6.560
August 10, 2005 5,000 6.627
August 11, 2005 5,000 6.532
August 12, 2005 18,750 6.814
August 17, 2005 6,950 6.370
Number of
Date of Purchase by Tao Ordinary Shares Price Per Share*
----------------------- --------------- ----------------
August 15, 2005 20,900 6.471
August 16, 2005 15,000 6.382
August 17, 2005 9,877 6.427
August 18, 2005 23,182 6.363
August 21, 2005 15,163 6.429
August 22, 2005 6,718 6.361
August 23, 2005 12,950 6.288
August 24, 2005 19,000 6.261
August 25, 2005 1,270 6.136
August 28, 2005 3,000 6.179
August 29, 2005 25,600 6.206
August 31, 2005 3,500 6.215
September 1, 2005 11,351 6.206
September 4, 2005 19,639 6.166
September 5, 2005 4,400 6.202
September 6, 2005 3,000 6.121
September 7, 2005 18,823 6.117
September 8, 2005 8,800 6.057
September 11, 2005 31,637 6.002
September 12, 2005 22,155 5.998
September 13, 2005 2,000 6.036
September 14, 2005 23,260 6.073
September 18, 2005 230 6.302
September 19, 2005 3,000 6.091
September 20, 2005 127 6.112
September 21, 2005 1,311 6.078
Date of Purchase by Number of
Mr. Ben Dov Holdings Ordinary Shares Price Per Share*
-------------------- --------------- ----------------
August 29, 2005 12,300 6.20
10
September 1, 2005 9,000 6.20
September 5, 2005 4,500 6.17
September 7, 2005 400 6.07
September 14, 2005 710 5.94
September 15, 2005
27,915 6.07
Date of Purchase by Number of
Mr. Ben Dov Ordinary Shares Price Per Share*
-------------------- --------------- ----------------
June 20, 2005 16,773 5.832
-------------
* Does not include broker's commissions.
Except for such transactions, Suny, Tao, Ben Dov Holdings and Mr. Ben Dov
have not effected any transactions in the Ordinary Shares since September 22,
2005.
(d) No person other than Suny, Tao, Ben Dov Holdings and Mr. Ben Dov 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.
11
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: September 22 , 2005
/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
TAO TSUOT LTD.
By: /s/Ilan Ben Dov
---------------
Mr. Ilan Ben Dov
Chairman of the Board of Directors
12
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the attached Amendment to Statement on
Schedule 13D relating to the Ordinary Shares, NIS 0.12 nominal (par) value per
share of Scitex Corporation Ltd. is filed on behalf of each of them.
Dated: September 22, 2005
/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
TAO TSUOT LTD.
By: /s/Ilan Ben Dov
---------------
Mr. Ilan Ben Dov
Chairman of the Board of Directors
13