Given Imaging Ltd.
|
(Name of Issuer)
|
Ordinary Shares
|
(Title of Class of Securities)
|
2797140
|
(CUSIP Number)
|
Yaron Elad
Elron Electronic Industries Ltd.
The Triangular Tower, 42nd Floor
3 Azrieli Center, Tel Aviv 67023
Israel
Tel: +972 3 6075555
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
May 4, 2011
|
(Date of Event which Requires Filing of this Statement)
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
RDC Rafael Development Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
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
0
|
|
8. |
Shared Voting Power
2,662,110
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
2,662,110
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,662,110
|
||
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)
8.9%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
DEP Technology Holdings Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
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
0
|
|
8. |
Shared Voting Power
2,662,110
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
2,662,110
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,662,110
|
||
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)
8.9%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Elron Electronic Industries Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
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
0
|
|
8. |
Shared Voting Power
14,184,348 (1)
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
9,464,820
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 (1)
|
||
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)
47.2% (1)
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Discount Investment Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
x
|
||
6. |
Citizenship or Place of Organization
Israel
|
||
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
|
7. |
Sole Voting Power
0
|
|
8. |
Shared Voting Power
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
47.2%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
*
|
Does not include 715 Ordinary Shares which are held by unaffiliated third-party client accounts managed by Epsilon Investment House Ltd. ("Epsilon"), an indirect subsidiary of DIC, as a portfolio manager (the "Epsilon Shareholding"). The Reporting Person disclaims beneficial ownership of the Epsilon Shareholding.
|
**
|
Excludes the Epsilon Shareholding.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
IDB Development Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
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
0
|
|
8. |
Shared Voting Power
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
47.2%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
*
|
Does not include (i) 681,070 Ordinary Shares held for members of the public through, among others, provident funds, mutual funds, pension funds, exchange traded funds and insurance policies, which are managed by subsidiaries of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development Corporation Ltd. ("IDB Development") and (ii) the Epsilon Shareholding (collectively, the "CIEH and Epsilon Shareholdings"). The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shareholdings.
|
**
|
Excludes the CIEH and Epsilon Shareholdings.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
IDB Holding Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
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
0
|
|
8. |
Shared Voting Power
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
47.2%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
*
|
Does not include the CIEH and Epsilon Shareholdings. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shareholdings.
|
**
|
Excludes the CIEH and Epsilon Shareholdings.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Nochi Dankner
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
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
0
|
|
8. |
Shared Voting Power
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
47.2%
|
||
14. |
Type of Reporting Person (See Instructions)
IN
|
*
|
Does not include the CIEH and Epsilon Shareholdings. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shareholdings.
|
**
|
Excludes the CIEH and Epsilon Shareholdings.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Shelly Bergman
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
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
0
|
|
8. |
Shared Voting Power
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
47.2%
|
||
14. |
Type of Reporting Person (See Instructions)
IN
|
*
|
Does not include the CIEH and Epsilon Shareholdings. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shareholdings.
|
**
|
Excludes the CIEH and Epsilon Shareholdings.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ruth Manor
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
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
0
|
|
8. |
Shared Voting Power
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
47.2%
|
||
14. |
Type of Reporting Person (See Instructions)
IN
|
*
|
Does not include the CIEH and Epsilon Shareholdings. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shareholdings.
|
**
|
Excludes the CIEH and Epsilon Shareholdings.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Avraham Livnat
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
x
o
|
||
3. | SEC Use Only |
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
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
0
|
|
8. |
Shared Voting Power
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
47.2%
|
||
14. |
Type of Reporting Person (See Instructions)
IN
|
*
|
Does not include the CIEH and Epsilon Shareholdings. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shareholdings.
|
**
|
Excludes the CIEH and Epsilon Shareholdings.
|
Schedule C
|
-
|
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of Elron.
|
Date: May 11, 2011
|
RDC RAFAEL DEVELOPMENT CORPORATION LTD.
DEP TECHNOLOGY HOLDINGS LTD. |
|
ELRON ELECTRONIC INDUSTRIES LTD.
|
|
DISCOUNT INVESTMENT CORPORATION LTD.
|
|
IDB DEVELOPMENT CORPORATION LTD.
|
|
IDB HOLDING CORPORATION LTD.
|
|
NOCHI DANKNER
|
|
SHELLY BERGMAN
|
|
RUTH MANOR
|
|
AVRAHAM LIVNAT
|
|
BY: DISCOUNT INVESTMENT CORPORATION LTD.
|
|
(signed)
|
|
BY: ______________________________
|
|
Michel Dahan and Kurt Keren, authorized signatories of Discount Investment Corporation Ltd., for itself and on behalf of RDC Rafael Development Corporation Ltd., DEP Technology Holdings Ltd., Elron Electronic Industries Ltd., IDB Development Corporation Ltd., IDB Holding Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat, pursuant to agreements annexed as Exhibits 2 through 10 to Amendment No. 5 to the Statement.
|
Name & Address
|
Position
|
Current Principal Occupation
|
Arie Mientkavich (1)
3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel
|
Chairman of the Board
of Directors
|
Chairman of Elron; Deputy Chairman of Gazit Globe Ltd and Chairman of Gazit Globe Israel (Development) Ltd.
|
Ami Erel
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
|
Director
|
President & Chief Executive Officer of DIC; Chairman of NetVision Ltd., Cellcom Israel Ltd. Koor Industries Ltd. and Makhteshim Agan Industries Ltd.
|
Avraham Asheri
12 Yoshpe Street, Apt. 7,
Mevasseret Zion 90805, Israel
|
Director
|
Director of companies.
|
Yaacov Goldman
39 Nachlieli Street,
Hod Hasharon 45355, Israel
|
External Director
|
Director of companies.
|
Gad Arbel
Hashalom 96,
Mevaseret Zion, 90805, Israel
|
External Director
|
Director of Companies.
|
Prof. Gabriel Barbash
14 Zisman Street,
Ramat Gan 52521, Israel
|
Director
|
Director General of the Tel Aviv
Sourasky Medical Center.
|
Rona Dankner
3 Azrieli Center, The Triangular Tower, Tel-Aviv 67023, Israel
Israel
|
Director
|
Director of Companies
|
Shay Livnat
3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel
|
Director |
President of Zoe Holdings Ltd.
|
Dori Manor (*)
103 Kahanman Street,
Bnei Brak 51553, Israel
|
Director
|
Chief Executive Officer of companies in the motor vehicle sector of the David Lubinski Ltd. group.
|
Arie Ovadia
10 Harav Amiel Street,
Tel Aviv, 62223, Israel
|
Director
|
Director of companies.
|
Ari Bronshtein
3 Azrieli Center, The Triangular Tower 44th floor, Tel-Aviv 67023, Israel
|
Chief Executive Officer
|
Vice President of DIC; Chief Executive Officer of Elron.
|
Yaron Elad
3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel
|
Vice President and Chief
Financial Officer
|
Vice President and Chief Financial Officer of Elron.
|
Nir Pinchas
3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel
|
Comptroller
|
Comptroller of Elron.
|