-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PYkyhElg5Y09wLvuCWQnVY9GfSCi8/G3d7x22+aHwlZ+umWQjGo695KK2rZuLRT8 O7FD3j2V3Yj/jyQxozPyNw== 0001178913-07-000714.txt : 20070410 0001178913-07-000714.hdr.sgml : 20070410 20070410060622 ACCESSION NUMBER: 0001178913-07-000714 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070410 DATE AS OF CHANGE: 20070410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORMULA SYSTEMS (1985) LTD CENTRAL INDEX KEY: 0001045986 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56313 FILM NUMBER: 07757668 BUSINESS ADDRESS: STREET 1: 3 ABBA EBAN BLVD. CITY: HERZLIYA STATE: L3 ZIP: 46725 BUSINESS PHONE: 001 972 9 9598800 MAIL ADDRESS: STREET 1: PO BOX 2062 CITY: HERZLIYA STATE: L3 ZIP: 46120 FORMER COMPANY: FORMER CONFORMED NAME: FORMULA SYSTEMS \1985\ LTD DATE OF NAME CHANGE: 19970911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Emblaze Ltd. CENTRAL INDEX KEY: 0001381978 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22 ZARHIN STREET, P.O.BOX 2220 CITY: INDUSTRIAL AREA RA'ANANA STATE: L3 ZIP: 43662 BUSINESS PHONE: 972-9-7699302 MAIL ADDRESS: STREET 1: 22 ZARHIN STREET, P.O.BOX 2220 CITY: INDUSTRIAL AREA RA'ANANA STATE: L3 ZIP: 43662 SC 13D/A 1 zk73615.htm SC-13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Amendment No. 3)

Under the Securities Exchange Act of 1934

FORMULA SYSTEMS (1985) LTD.
(Name of Issuer)

ORDINARY SHARES
(Title of Class of Securities)

346414 105
(CUSIP Number)

Guy Bernstein
Emblaze Ltd.
22 Zarhin Street
Ra’anana, Israel
+972-9-7699500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2007
(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

        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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP NO. 346414 105
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Emblaze Ltd.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
3. SEC USE ONLY
 
4. Source of Funds (See Instructions)

PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

6,613,200
8. Shared Voting Power

0
9. Sole Dispositive Power

6,613,200
10. Shared Dispositive Power

0
11. Aggregate Amount Beneficially Owned by Each Reporting Person

6,613,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o
13. Percent of Class Represented by Amount in Row (11)

50.1%
14. Type of Reporting Person (See Instructions)

CO

This Amendment No. 3 to Schedule 13D amends certain information set forth in the Schedule 13D filed by the reporting person with the Securities and Exchange Commission on November 30, 2006 (the “Initial Schedule 13D”), as amended by Amendment No. 1, filed by the reporting person with the Securities and Exchange Commission on December 26, 2006, and by Amendment No. 2, filed by the reporting person with the Securities and Exchange Commission on February 1, 2007. This Amendment No. 3, like the Initial Schedule 13D and Amendments Nos. 1 and 2, relates to the ordinary shares, nominal value NIS 1.00 per share (the “Ordinary Shares”), of Formula Systems (1985) Ltd., an Israeli company (the “Issuer”). The address of the principal executive office of the Issuer is 3 Abba Eban Boulevard, Herzeliya, Israel. Except as set forth in this Amendment No. 3, all information included in the Initial Schedule 13D and in Amendments No. 1 and 2 is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration

On March 29, 2007, the reporting person exercised an option to purchase 325,000 Ordinary Shares from Mr. Gad Goldstein, the former President and director of the Issuer, at a price of U.S. $16 per share. The reporting person financed the purchase of such 325,000 Ordinary Shares through the use of personal funds.

On March 29, 2007, a special tender offer commenced by the reporting person on February 6, 2007 (as amended on March 5 and 18, 2007) to purchase 695,780 Ordinary Shares at a price per share of U.S. $13.30 per share was accepted, and on April 2, 2007 such special tender offer was consummated. The reporting person financed the purchase of such 695,780 Ordinary Shares through the use of personal funds.

Item 4. Purpose of Transaction.

Except as set forth herein, the reporting person does not have any plan or proposal which relates to or would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The reporting person may purchase or sell additional Ordinary Shares in open market or in privately negotiated transactions, subject to applicable law. In addition, the reporting person may seek the appointment of its representatives to the board of directors of the Issuer, subject to applicable law.

Item 5. Interest in Securities of the Issuer.

(a)     The reporting person is the beneficial owner of 6,613,200 Ordinary Shares, constituting approximately 50.1% of the issued and outstanding Ordinary Shares.

(b)     The reporting person has the sole power to vote and direct the vote and the sole power to dispose or to direct to dispose all of the Ordinary Shares underlying this Amendment No. 3.

(c)     In the last 60 days (except as described in Item 3), the reporting person did not purchase any Ordinary Shares.

(d)     None.

(e)     Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

There are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the reporting person and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

None.

SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.

Emblaze Ltd.


By: /s/ Guy Bernstein
——————————————
Guy Bernstein
Chief Executive Officer

Dated: April 6, 2007

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