UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)*
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)
December 20, 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: 794,754 ordinary shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 794,754 ordinary shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 794,754 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): 2.09%
14 TYPE OF REPORTING PERSON: CO
-----------------------
* Mr. Ben Dov and Tao Tsuot Ltd. are the beneficial owners of 794,754 ordinary
shares of the Issuer. Tao Tsuot Ltd. directly holds 794,754 ordinary shares
of the Issuer. 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 794,754 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: 4,725,935 ordinary shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,725,935 ordinary shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,725,935 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): 12.41%
14 TYPE OF REPORTING PERSON: CO
---------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of 4,725,935 ordinary shares of the Issuer. Suny Electronics
Ltd. directly holds 4,725,935 ordinary shares of the Issuer. Ben Dov
Holdings Ltd., a company 100% owned by Mr. Ben Dov, holds 66.05% 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 4,725,935 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: 75,128
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 4,725,935 ordinary shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 75,128
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,725,935 ordinary shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,801,063 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): 12.61%
14 TYPE OF REPORTING PERSON: CO
------------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of 4,725,935 ordinary shares of the Issuer. Suny
Electronics Ltd. directly holds 4,725,935 ordinary shares of the Issuer,
Ben Dov Holdings Ltd., a company 100% owned by Mr. Ben Dov, holds 66.05% of the
shares of Suny Electronics Ltd. Ben Dov Holdings directly holds an additional
75,128 ordinary shares of the Issuer. Accordingly, Mr. Ben Dov may be deemed to
have the sole voting and dispositive power as to the 4,801,063 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 OF 7 SOLE VOTING POWER: 16,773
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,595,817 ordinary shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 16,773
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 5,595,817 ordinary shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 5,612,590 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): 14.74%
14 TYPE OF REPORTING PERSON: IN
------------------------
* Mr. Ben Dov and Tao Tsuot Ltd. are the beneficial owners of 794,754 ordinary
shares of the Issuer. Tao Tsuot Ltd. directly holds 794,754 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. and Suny Electronics Ltd. are the beneficial owners
of 4,725,935 ordinary shares of the Issuer. Suny Electronics Ltd. directly holds
4,725,935 ordinary shares of the Issuer. Ben Dov Holdings Ltd., a company
100% owned by Mr. Ben Dov, holds 66.05% of the shares of Suny Electronics Ltd.
Mr. Ben Dov and Ben Dov Holdings are the beneficial owners of 75,128 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 5,612,590 ordinary shares of the Issuer held by himself, Tao Tsuot Ltd.,
Suny Electronics Ltd. and Ben Dov Holdings.
5
This Amendment No. 8 to the Statement on Schedule 13D dated July 22,
2004, and previously amended on September 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
514,164 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 66.05% 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
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 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 office is 46 Ben
Zion Galis St., Petach Tikva, Israel 49277.
6
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 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:
On October 24, 2005, Suny purchased an aggregate of 5,000 Ordinary
Shares of the Issuer in a series of transactions. The aggregate purchase price
of such 5,000 Ordinary Shares was $29,890 all of which amount was paid by Suny
from its working capital.
From September 22, 2005, through December 26, 2005, Tao purchased an
aggregate of 488,861 Ordinary Shares of the Issuer in a series of transactions.
The aggregate purchase price of such 488,861 Ordinary Shares was $2,879,895 all
of which amount was paid by Tao from its working capital.
From September 25, 2005, through October 19, 2005, Ben Dov Holdings
purchased an aggregate of 20,303 Ordinary Shares of the Issuer in a series of
transactions. The aggregate purchase price of such 20,303 Ordinary Shares was
$124,616, all of which amount was paid by Ben Dov Holdings from its working
capital.
Item 4. Purpose of Transaction.
-----------------------
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The 514,164 Ordinary Shares purchased by Suny, Tao and Ben Dov Holdings
during the period from September 22, 2005, through December 26, 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 chief executive officer and the chairman of the
board of directors of Ben Dov Holdings, chief executive officer and chairman of
the board of directors of Suny and chairman of the board of directors of Tao.
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
4,725,935 Ordinary Shares, which constitute approximately 12.41% of the
38,066,363 Ordinary Shares of the Issuer, currently outstanding and issued, as
reflected in the Issuer's most recent filing with the Securities and Exchange
Commission.
Mr. Ben Dov and Ben Dov Holdings are the beneficial owners of 75,128
Ordinary
8
Shares, which constitute approximately 0.20% 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 December 27,
2005.
Mr. Ben Dov and Tao are the beneficial owners of 794,754 Ordinary
Shares, which constitute approximately 2.09% 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 December 27,
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 December 27, 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
4,725,935 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 794,754 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 75,128
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. 7 to Schedule 13D, on September 12, 2005. All such
transactions were open market purchases effected on the Tel Aviv Stock Exchange
and on the NASDAQ National Market.
Date of Purchase by Number of
Suny Ordinary Shares Price Per Share*
------------------- --------------- ----------------
October 24, 2005 5,000 $5.978
9
Date of Purchase by Number of
Tao Ordinary Shares Price Per Share*
------------------- --------------- ----------------
September 22, 2005 9,697 $6.067
September 25, 2005 7,000 $5.986
September 29, 2005 5,000 $6.104
September 30, 2005 14,300 $6.100
October 2, 2005 4,600 $6.094
October 6, 2005 55,461 $6.092
October 7, 2005 1,561 $6.100
October 9, 2005 6,277 $6.096
October 10, 2005 3,278 $6.090
October 11, 2005 2,001 $5.996
October 20, 2005 38,002 $5.828
October 21, 2005 44,800 $5.770
October 23, 2005 2,300 $5.830
October 26, 2005 2,500 $5.813
October 27, 2005 9,164 $5.788
October 30, 2005 2,500 $5.758
November 6, 2005 2,900 $6.172
November 7, 2005 7,937 $6.057
November 8, 2005 17,595 $6.055
November 9, 2005 10,000 $6.100
November 10, 2005 5,300 $5.879
November 13, 2005 7,000 $5.804
November 14, 2005 8,500 $5.592
November 15, 2005 5,000 $5.665
November 16, 2005 16,200 $5.700
November 17, 2005 800 $5.670
November 18, 2005 260 $5.910
November 22, 2005 10,000 $5.940
November 23, 2005 1,800 $5.920
November 27, 2005 3,000 $5.864
November 28, 2005 6,650 $5.835
November 29, 2005 19,811 $5.864
November 30, 2005 4,400 $5.819
December 4, 2005 1,792 $5.881
December 20, 2005 44,209 $5.788
December 22, 2005 6,500 $5.959
December 26, 2005 100,766 $5.830
10
Date of Purchase by Number of
Ben Dov Holdings Ordinary Shares Price Per Share*
------------------- --------------- ----------------
September 25, 2005 9,500 $5.958
September 26, 2005 661 $5.943
September 28, 2005 19,303 $6.146
October 16, 2005 1,000 $5.980
October 19, 2005 15,000 $5.840
-------------
* 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 December 20,
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: December 29, 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