UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
(Amendment No. 16)
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POINTER TELOCATION LTD.
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(Name of Issuer)
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Ordinary Shares, NIS 3.00 par value per share
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M7946T104
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(Title of Class of Securities)
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(CUSIP Number)
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Orly Tsioni, Adv.
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Yigal Arnon & Co.
1, Azrieli Center
Tel-Aviv 67021, Israel
+972-3-608-7851
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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March 27, 2013
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(Date of Event which Requires Filing of this Statement)
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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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).
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(Continued on following pages)
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CUSIP No.
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M7946T104
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13D/A
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Page 2 of 8
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1 |
NAMES OF REPORTING PERSONS:
DBSI Investments Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: N/A
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS:
OO
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7 |
SOLE VOTING POWER:
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8 |
SHARED VOTING POWER:
2,954,840
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9 |
SOLE DISPOSITIVE POWER:
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10 |
SHARED DISPOSITIVE POWER:
2,954,840
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
2,954,840
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
53.19%(1)
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14 |
TYPE OF REPORTING PERSON:
CO
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(1) Based on a number of 5,555,558 Ordinary Shares outstanding as of the date hereof. |
CUSIP No.
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M7946T104
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13D/A
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Page 3 of 8
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1 |
NAMES OF REPORTING PERSONS:
Barak Dotan
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: N/A
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS:
OO
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7 |
SOLE VOTING POWER:
-
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8 |
SHARED VOTING POWER:
2,954,840
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9 |
SOLE DISPOSITIVE POWER:
-
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10 |
SHARED DISPOSITIVE POWER:
2,954,840
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
2,954,840
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
53.19% (1)
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14 |
TYPE OF REPORTING PERSON:
IN
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CUSIP No.
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M7946T104
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13D/A
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Page 4 of 8
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1 |
NAMES OF REPORTING PERSONS:
Yossi Ben Shalom
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: N/A
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS:
OO
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7 |
SOLE VOTING POWER:
-
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8 |
SHARED VOTING POWER:
2,954,840
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9 |
SOLE DISPOSITIVE POWER:
-
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10 |
SHARED DISPOSITIVE POWER:
2,954,840
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
2,954,840
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
53.19% (1)
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14 |
TYPE OF REPORTING PERSON:
IN
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Item 7. |
Materials to be Filed as Exhibits.
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Exhibit 1.
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Joint Filing Agreement*
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Exhibit 6:
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Share Purchase Agreement, dated March 27, 2013, between DBSI Investments Ltd. and MSY Assets Ltd.
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By: /s/ Barak Dotan
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/s/ Yossi Ben Shalom
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Name: Barak Dotan
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Yossi Ben Shalom
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Title: Director
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Director |
Between: | D.B.S.I Investments Ltd.
Reg. 513082131
of
85 Medinat Ha'Yehudim St.
Herzeliya 49514
(the "Buyer")
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And: |
MSY Assets Ltd.
Reg. 512935537
of
12 Sapir St.
Shaarei Tiqva 44810
(the "Seller", and together the "Parties")
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1.
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The Seller hereby sells to the Buyer, and Buyer hereby purchases from the Seller, the Shares. The Shares are shares held by the Seller in the Seller's bank account detailed in Section 4 below.
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2.
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In exchange for the Shares, the Buyer will pay the Seller a total of US $560,000, i.e. US $3.50 per share (the "Consideration").
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3.
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The Shares will be transferred by the Seller to the Buyer's account as follows:
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4.
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Consideration will be transferred by the Buyer to the Seller's account as follows:
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5.
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Upon execution of this Agreement:
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a.
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The Seller will instruct the Seller's bank (Section 4) to transfer the Shares to Buyer's account detailed in Section 3 above.
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b.
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The Buyer will perform an EFT transfer of the Consideration to the Seller's bank account.
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c.
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In the event of delay in performance of the transaction mentioned in Subsections 5a or 5b, as applicable, the Buyer or Seller, as applicable, will pay the other party a compensation of $150 per every day of delay past the third day of giving the instruction to transfer the Shares and the Consideration.
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6.
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Seller has presented to the Buyer an exemption of withholding tax at source in connection with the sale of the Shares, attached hereto as Appendix A to this Agreement.
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7.
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Seller hereby declares and confirms that the Shares are, and will be at the date of transfer, clean and free of any lien, attachment, encumbrance or any other third party right.
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8.
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Seller hereby declares and confirms that it is known to the Seller that, at the time of signing of this Agreement, the Buyer holds information not yet made public, which may be considered "inside information" as defined in the Securities Law - 1968 ("Inside Information"), and which may affect the share price on the stock exchange in the near future.
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9.
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With the sale of Shares the Seller waivers any claim and / or right of action against the Buyer and / or Pointer in connection with the Shares, including in connection with a possible increase in the Shares price on the stock exchange and any profit which may come to the Buyer as a result.
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10.
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The Seller hereby warrants to the Buyer that to the extent that the Seller has Inside Information, Seller will not make any use of such Inside Information and will not disclose it to any third party and, excluding for the sale of shares, will not purchase and / or sell additional shares of Pointer as long as such Inside Information has not been published.
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11.
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Seller confirms and declares that with the sale of Shares as stated in this Agreement, the right granted to the Seller, and to companies under Seller's controls, to appoint an observer to the Pointer board of directors will expire and be considered null and void.
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/s/ M.S.Y. Assets Ltd.
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/s/ D.B.S.I. Investments Ltd.
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M.S.Y ASSETS LTD.
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D.B.S.I INVESTMENTS LTD.
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