UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)*
Under the Securities Exchange Act of 1934
SCAILEX 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)
February 27, 2006
-----------------
(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: 1,381,359 ordinary shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,381,359 ordinary shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,381,359 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): 3.63%
14 TYPE OF REPORTING PERSON: CO
--------------------------
* Mr. Ben Dov, Harmony (Ben Dov) Ltd. and Tao Tsuot Ltd. are the beneficial
owners of 1,381,359 ordinary shares of the Issuer. Tao Tsuot Ltd. directly holds
1,381,359 ordinary shares of the Issuer. Mr. Ben Dov owns 81.30% of the shares
of Tao Tsuot Ltd., 71.59% of the Tao Tsuot Ltd. shares are held directly by Mr.
Ben Dov, and 11.57% of such shares (including ordinary shares issuable upon the
exercise of convertible debentures issued to Mr. Ben Dov), are held by Harmony
(Ben Dov) Ltd., a company 100% owned by Mr. Ben Dov. Accordingly, Mr. Ben Dov
may be deemed to have the sole voting and dispositive power as to the 1,381,359
ordinary shares of the Issuer held by Tao Tsuot Ltd.
2
CUSIP No. 809090103
1 NAME OF REPORTING PERSON: Harmony (Ben Dov) 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: 42,910
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,381,359 ordinary shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 42,910
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,381,359 ordinary shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,424,269 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): 3.74%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Ben Dov, Harmony (Ben Dov) Ltd. and Tao Tsuot Ltd. are the beneficial
owners of the 1,381,359 ordinary shares of the Issuer. Tao Tsuot Ltd. directly
holds 1,381,359 ordinary shares of the Issuer. Mr. Ben Dov owns 81.30% of the
shares of Tao Tsuot Ltd., 71.59% of the Tao Tsuot Ltd. shares are held directly
by Mr. Ben Dov, and 11.57% of such shares (including ordinary shares issuable
upon the exercise of convertible debentures issued to Mr. Ben Dov), are held by
Harmony (Ben Dov) Ltd., a company 100% owned by Mr. Ben Dov. In addition,
Harmony (Ben Dov) Ltd. directly holds an additional 42,910 ordinary shares of
the Issuer. Accordingly, Mr. Ben Dov may be deemed to have the sole voting and
dispositive power as to the 1,424,269 ordinary shares of the Issuer held by Tao
Tsuot Ltd. and Harmony (Ben Dov) Ltd.
3
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 the 4,725,935 ordinary shares of the Issuer. Suny
Electronics Ltd. directly holds 4,725,935 ordinary shares of the Issuer. Mr. Ben
Dov, through Ben Dov Holdings Ltd., a company 100% owned by him, owns 67.71% 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.
4
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: 32,218
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 4,725,935 ordinary shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 32,218
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,725,935 ordinary shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,758,153 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): 12.50%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of the 4,725,935 ordinary shares of the Issuer. Suny
Electronics Ltd. directly holds 4,725,935 ordinary shares of the Issuer. Mr. Ben
Dov, through Ben Dov Holdings Ltd., a company 100% owned by him, owns 67.71% of
the shares of Suny Electronics Ltd. In addition, Ben Dov Holdings directly holds
an additional 32,218 ordinary shares of the Issuer. Accordingly, Mr. Ben Dov may
be deemed to have the sole voting and dispositive power as to the 4,758,153
ordinary shares of the Issuer held by Suny Electronics Ltd. and Ben Dov Holdings
Ltd.
5
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: 6,182,422 ordinary shares *
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 16,773
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,182,422 ordinary shares *
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,199,195 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): 16.29%
14 TYPE OF REPORTING PERSON: IN
-----------------------------
* Mr. Ben Dov, Harmony (Ben Dov) Ltd. and Tao Tsuot Ltd. are the beneficial
owners of 1,381,359 ordinary shares of the Issuer that are directly held by Tao
Tsuot Ltd. Mr. Ben Dov, directly and through Harmony (Ben Dov) Ltd. owns 81.30%
of the shares of Tao Tsuot Ltd. Mr. Ben Dov and Harmony (Ben Dov) Ltd. are the
beneficial owners of 42,910 ordinary shares of the Issuer that are directly held
by Harmony (Ben Dov) Ltd. Mr. Ben Dov, Ben Dov Holdings Ltd. Suny Electronics
Ltd. are the beneficial owners of 4,725,935 ordinary shares of the Issuer that
are directly held by Suny Electronics Ltd. Mr. Ben Dov, through Ben Dov Holdings
Ltd., a company 100% owned by him, owns 67.71% of the shares of Suny Electronics
Ltd. Mr. Ben Dov and Ben Dov Holdings are the beneficial owners of 32,218
ordinary shares of the Issuer that are directly held by Ben Dov Holdings. Mr.
Ben Dov directly owns 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 6,199,195 ordinary shares of the Issuer held by himself, Tao
Tsuot Ltd., Harmony (Ben Dov) Ltd., Suny Electronics Ltd. and Ben Dov Holdings.
6
This Amendment No. 9 to the Statement on Schedule 13D dated July 22,
2004, and previously amended on December 20, 2005, is being filed to report the
purchase by Tao Tsuot Ltd. ("Tao"), of an aggregate of 586,605 ordinary shares,
nominal par value NIS 0.12 per share, (the "Ordinary Shares") of Scailex
Corporation Ltd., formerly 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.
In addition, an aggregate of 42,910 Ordinary Shares were transferred
from Ben Dov Holdings Ltd. ("Ben Dov Holdings"),to Harmony (Ben Dov) Ltd.
("Harmony").
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, Harmony, Suny Electronics Ltd.
("Suny"), Ben Dov Holdings and Mr. Ilan Ben Dov.
Mr. Ben Dov, a citizen of Israel, is principally employed as the
chairman of the board of directors of Ben Dov Holdings, Harmony and Tao, and as
the chief executive officer and the chairman of the board of directors of Suny.
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. It is principally engaged in investing. The address of its
principal office is 46 Ben Zion Galis St., Petach Tikva, Israel 49277. Ben Dov
Holdings is 100% owned by Mr. Ben Dov.
Harmony is a private company incorporated under the law of the State
of Israel. It is principally engaged in investing. The address of its principal
office is 14 Mishmar Hagvul St., Tel Aviv, Israel 69697. 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. Mr. Ben Dov,
through Ben Dov Holdings Ltd., a company 100% owned by him, owns 67.71% of the
shares of Suny Electronics Ltd. Suny Telecom, (1994) Ltd., a wholly owned
subsidiary of Suny, owns 8.56% of Suny's shares, and 23.44% of Suny's shares is
owned by the public. Suny's principal business is the importation and
distribution, through its subsidiaries, of cellular phones. The address of its
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 Tel Aviv Stock Exchange. Mr. Ben Dov owns
81.30% of the shares of Tao Tsuot Ltd., 71.59% of the shares of Tao are held
directly by Mr. Ben Dov, and 11.57% of such shares (including ordinary shares
issuable upon the exercise of convertible debentures issued to
7
Mr. Ben Dov) are held by Harmony (Ben Dov) Ltd., a company 100% owned by Mr. Ben
Dov and 18.44% of the outstanding shares of Tao are held by the public. Tao is a
holding company. The address of its 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,
Harmony, 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:
From December 27, 2005, through March 21, 2006, Tao purchased an
aggregate of 586,605 Ordinary Shares of the Issuer in a series of transactions.
The aggregate purchase price of such 586,605 Ordinary Shares was $3,444,255 all
of which amount was paid by Tao from its working capital.
On December 28, 2005, Ben Dov Holdings transferred an aggregate of
42,910 Ordinary Shares of the Issuer in to Harmony.
Item 4. Purpose of Transaction.
-----------------------
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The 586,605 Ordinary Shares purchased by Tao during the period from
December 27, 2005, through March 21, 2006 were purchased for portfolio
investment purposes.
Mr. Ben Dov, Ben Dov Holdings, Harmony, Suny and Tao 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;
(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;
8
(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 Ben Dov Holdings, Harmony, Suny, Tao
and Mr. Ben Dov, and in his capacity as chairman of the board of directors of
Ben Dov Holdings, Harmony and Tao and as chief executive officer and chairman of
the board of directors of Suny.
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, which according to the Issuer's most
recent filing with the Securities and Exchange Commission, were outstanding and
issued on March 21, 2006.
Mr. Ben Dov and Ben Dov Holdings are the beneficial owners of 32,218
Ordinary Shares, which constitute approximately 0.08% 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 March 21,
2006.
Mr. Ben Dov, Harmony and Tao are the beneficial owners of 1,381,359
Ordinary Shares, which constitute approximately 3.63% 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 March 21,
2006.
9
Mr. Ben Dov and Harmony are the beneficial owners of 42,910 Ordinary
Shares, which constitute approximately 0.11% 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 March 21,
2006.
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 March 21, 2006.
(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 Ben Dov Holdings have shared power to vote or direct
the vote and the shared power to dispose or direct the disposition of the 32,218
Ordinary Shares currently beneficially owned by Mr. Ben Dov and Ben Dov
Holdings.
Mr. Ben Dov, Harmony and Tao have shared power to vote or direct the
vote and the shared power to dispose or direct the disposition of the 1,381,359
Ordinary Shares currently beneficially owned by Mr. Ben Dov and Tao.
Mr. Ben Dov and Harmony have shared power to vote or direct the vote
and the shared power to dispose or direct the disposition of the 42,910 Ordinary
Shares currently beneficially owned by Mr. Ben Dov and Harmony.
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 Tao since the filing of Amendment No. 8 to Schedule
13D, on December 20, 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 Tao Ordinary Shares Price Per Share*
----------------------- --------------- ----------------
December 27, 2005 10,000 $5.813
December 28, 2005 46,393 $5.851
December 29, 2005 90,543 $5.965
December 30, 2005 9,750 $5.992
January 4, 2006 5,000 $6.008
January 5, 2006 10,983 $5.870
January 8, 2006 1,004 $5.823
January 9, 2006 9,100 $5.910
January 16, 2006 23,400 $5.946
January 19, 2006 5,000 $5.937
10
January 22, 2006 11,724 $5.842
January 23, 2006 30,148 $5.852
February 1, 2006 12,014 $5.786
February 2, 2006 31,231 $5.755
February 6, 2006 500 $5.693
February 9, 2006 35,000 $5.732
February 13, 2006 10,000 $5.770
February 15, 2006 10,000 $5.758
February 16, 2006 4,711 $5.746
February 19, 2006 500 $5.753
February 20, 2006 21,135 $5.733
February 21, 2006 10,500 $5.773
February 22, 2006 1,000 $5.741
February 23, 2006 8,700 $5.734
February 27, 2006 41,780 $5.769
February 28, 2006 900 $5.833
March 2, 2006 1,650 $5.910
March 5, 2006 3,500 $5.874
March 6, 2006 10,621 $5.872
March 7, 2006 10,100 $5.832
March 8, 2006 14,365 $5.843
March 12, 2006 13,500 $5.857
March 13, 2006 29,980 $5.91
March 15, 2006 2,000 $5.914
March 16, 2006 26,500 $5.993
March 19, 2006 3,700 $6.201
March 20, 2006 5,200 $6.154
March 21, 2006 24,473 $6.101
-------------
* Does not include broker's commissions.
Except for such transactions, Ben Dov Holdings, Harmony, Suny, Tao and
Mr. Ben Dov have not effected any transactions in the Ordinary Shares since
March 21, 2006.
(d) No person other than Ben Dov Holdings, Harmony, Suny, Tao 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: March 21, 2006
BEN DOV HOLDINGS LTD.
/s/Ilan Ben Dov
---------------
Mr. Ilan Ben Dov
By: /s/Ilan Ben Dov
---------------
Mr. Ilan Ben Dov
Chairman of the Board of Directors
SUNY ELECTRONICS LTD. HARMONY (BEN DOV) LTD.
By: /s/Ilan Ben Dov By: /s/Ilan Ben Dov
--------------- ---------------
Mr. Ilan Ben Dov Mr. Ilan Ben Dov
Chief executive officer and Chairman of the Board of Directors
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: March 21, 2006
BEN DOV HOLDINGS LTD.
/s/Ilan Ben Dov
---------------
Mr. Ilan Ben Dov
By: /s/Ilan Ben Dov
---------------
Mr. Ilan Ben Dov
Chairman of the Board of Directors
SUNY ELECTRONICS LTD. HARMONY (BEN DOV) LTD.
By: /s/Ilan Ben Dov By: /s/Ilan Ben Dov
--------------- ---------------
Mr. Ilan Ben Dov Mr. Ilan Ben Dov
Chief executive officer and Chairman of the Board of Directors
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