-----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, MGq8KiSpxNc4BTC3SdBVnbieDwFVXi1/NFUJ3zp+5uIgaDKJ4jB4gfzShv7TZArk Kswd8HAhWz7DSc0FcoyyGg== 0001144204-08-026350.txt : 20080506 0001144204-08-026350.hdr.sgml : 20080506 20080506171249 ACCESSION NUMBER: 0001144204-08-026350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080506 DATE AS OF CHANGE: 20080506 GROUP MEMBERS: BONSTAR INVESTMENTS LTD. GROUP MEMBERS: ISHAY MOR GROUP MEMBERS: JOSEPH MOR GROUP MEMBERS: KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP GROUP MEMBERS: MENAHEM RAPHAEL GROUP MEMBERS: RAN FRIDRICH GROUP MEMBERS: S. NECHAMA INVESTMENTS (2008) LTD. GROUP MEMBERS: SHLOMO NECHAMA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ellomay Capital Ltd. CENTRAL INDEX KEY: 0000946394 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56015 FILM NUMBER: 08807230 BUSINESS ADDRESS: STREET 1: P.O. BOX 1281 STREET 2: 12 ABBA HILLEL SILVER STREET CITY: LOD STATE: L3 ZIP: 71111 BUSINESS PHONE: 0119728914555 MAIL ADDRESS: STREET 1: P.O. BOX 1281 STREET 2: 12 ABBA HILLEL SILVER STREET CITY: LOD STATE: L3 ZIP: 71111 FORMER COMPANY: FORMER CONFORMED NAME: NUR MACROPRINTERS LTD DATE OF NAME CHANGE: 19980331 FORMER COMPANY: FORMER CONFORMED NAME: NUR ADVANCED TECHNOLOGIES LTD DATE OF NAME CHANGE: 19950607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kanir Investments Ltd. CENTRAL INDEX KEY: 0001344145 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ERDINAST, BEN NATHAN & CO., ADV STREET 2: 25 NACHMANI STREET CITY: TEL AVIV STATE: L3 ZIP: 65794 BUSINESS PHONE: 972 3 621 2500 MAIL ADDRESS: STREET 1: C/O ERDINAST, BEN NATHAN & CO., ADV STREET 2: 25 NACHMANI STREET CITY: TEL AVIV STATE: L3 ZIP: 65794 SC 13D/A 1 v112717_sc13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Nur Macroprinters Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

M75165106

(CUSIP number)

Kanir Joint Investments (2005) Limited Partnership

c/o Adam M. Klein

Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.

2 Weizmann Street

Tel Aviv 64239, Israel

Tel: +972-3-608-9839

(Name, address and telephone number of person

authorized to receive notices and communications)

May 1, 2008

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Kanir Joint Investments (2005) Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
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 -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,150,458*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9%*
14	TYPE OF REPORTING PERSON PN

______________________

* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Nechama Reporting Persons.

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Kanir Investments Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
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 -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,150,458*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9%*
14	TYPE OF REPORTING PERSON CO, HC

______________________

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Menahem Raphael
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
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 -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,150,458*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9%*
14	TYPE OF REPORTING PERSON IN, HC

______________________

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Ran Fridrich
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
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 -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,150,458*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9%*
14	TYPE OF REPORTING PERSON IN, HC

______________________

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS S. Nechama Investments (2008) Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
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 -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,728,723*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.5%*
14	TYPE OF REPORTING PERSON CO

______________________

*Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Nechama Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Kanir Reporting Persons. The Nechama Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Kanir Reporting Persons.

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Shlomo Nechama
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS 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 6,264,192
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER 6,264,192
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,992,915*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.8%*
14	TYPE OF REPORTING PERSON IN, HC

______________________

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Bonstar Investments Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
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 846,906
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 846,906
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 846,906
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x (see Item 5)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Joseph Mor
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
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 846,906
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 846,906
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 846,906
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x (see Item 5)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
14	TYPE OF REPORTING PERSON IN, HC

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Ishay Mor
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
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 846,906
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 846,906
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 846,906
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x (see Item 5)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
14	TYPE OF REPORTING PERSON IN, HC

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by the Kanir LP and Kanir Ltd. on November 14, 2005 (the “Original Schedule 13D”), as amended on February 21, 2008, on March 11, 2008 and on March 31, 2008 (“Amendment No. 3”). This Amendment is being filed, among other reasons, to add three new Reporting Persons, Bonstar Investments Ltd. (“Bonstar”), Mr. Joseph Mor and Mr. Ishay Mor (together, the “Bonstar Reporting Persons”).

Item 2.

Identity and Background

Item 2 is hereby amended by adding the following:

Bonstar is an Israeli holding company owned 50% each by Mr. Joseph Mor and Mr. Ishay Mor. Mr. Joseph Mor serves as the sole director of Bonstar, which has no officers. Both of Messrs. Mor are Israeli citizens who work as independent lawyers and businessmen. The address of all of the Bonstar Reporting Persons is 30 Kalisher Street, Tel Aviv, Israel. None of them during the last five years has been convicted in a criminal proceeding nor has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, 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 is hereby amended by adding the following:

The purchases of warrants to purchase Ordinary Shares described in this Amendment were financed as follows: Mr. Nechama financed the purchase by him with personal funds in the amount of approximately $1.8 million, and Bonstar financed the purchase by it out of its working capital in the amount of approximately $370,000.

Item 4.

Purposes of Transaction

Item 4 is hereby amended by adding the following:

The purchases of warrants to purchase Ordinary Shares described in this Amendment were made for investment purposes.

Item 5.

Interest in the Securities of the Issuer

Item 5 is amended and restated as follows:

(a), (b) See the responses to Items 7 through 11 and 13 of the cover pages to this Schedule 13D.

The ownership percentages set forth in this Amendment are based on 72,720,505 Ordinary Shares outstanding as of March 10, 2008, based on information provided by the Issuer.

Kanir LP currently holds 22,660,876 Ordinary Shares and warrants to purchase 13,489,582 Ordinary Shares, which together constitute approximately 41.9% of the outstanding Ordinary Shares (assuming the exercise of all warrants held by Kanir LP). Kanir Ltd. in its capacity as the general partner of Kanir LP has the voting and dispositive power over the Ordinary Shares directly beneficially owned by Kanir LP. As a result, Kanir Ltd. may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP. Messrs. Raphael and Fridrich are the sole general partners and directors of Kanir Ltd. As a result, they may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP. Messrs. Raphael and Fridrich disclaim beneficial ownership of such Ordinary Shares.

Nechama Investments currently holds 22,661,551 Ordinary Shares and warrants to purchase 10,067,172 Ordinary Shares, which together constitute approximately 39.5% of the outstanding Ordinary Shares, and Mr. Nechama currently holds warrants to purchase 6,264,192 Ordinary Shares, which constitute approximately 7.9% of the outstanding Ordinary Shares (assuming the exercise of all such warrants). Mr. Nechama, as the sole officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any Ordinary Shares beneficially owned by Nechama Investments, which constitute (together with his warrants) 43.8% of the outstanding Ordinary Shares in the aggregate (assuming the exercise of all warrants held by the Nechama Reporting Persons).

By virtue of the 2008 Shareholders Agreement, the Kanir Reporting Persons and the Nechama Reporting Persons may be deemed to be members of a group that holds shared voting power with respect to 45,322,427 Ordinary Shares and warrants to purchase 23,556,754 Ordinary Shares, which together constitute approximately 71.5% of the outstanding Ordinary Shares (assuming the exercise of all such warrants), and holds shared dispositive power with respect to 36,432,972 Ordinary Shares (the so-called “Restricted Shares” under the 2008 Shareholders Agreement), which constitute 50.1% of the outstanding Ordinary Shares. Accordingly, Mr. Nechama may be deemed to beneficially own approximately 73.3% of the Outstanding Shares. Each of the Kanir Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Nechama Reporting Persons, and each of the Nechama Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Kanir Reporting Persons.

Bonstar currently holds warrants to purchase 846,906 Ordinary Shares, which constitute approximately 1.2% of the outstanding Ordinary Shares (assuming the exercise of such warrants). By virtue of their control over Bonstar, Messrs. Joseph Mor and Ishay Mor may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Bonstar. Bonstar is also a limited partner of Kanir LP and assisted Kanir LP in the financing of the purchase of some of its Ordinary Shares. Accordingly, Bonstar may be deemed to be a member of a group with Kanir LP, although there are no agreements between them with respect to the Ordinary Shares beneficially owned by each of them. The Bonstar Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by any of other Reporting Persons, and such Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Bonstar Reporting Persons.

(c) Except as described in this Amendment or in prior amendments to the Original Schedule 13D, no transactions in the Ordinary Shares were effected by the reporting Person during the 60 days prior to the date of this Amendment.

(d) Not applicable.

(e) Not applicable.

Item 6.

Interest in the Securities of the Issuer Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

On May 1, 2008, pursuant to a securities purchase agreement signed the same day with Fortissimo Capital Fund (Israel) LP, Mr. Nechama purchased warrants to purchase 4,236,766 Ordinary Shares and Bonstar purchased warrants to purchase 846,906 Ordinary Shares, at a purchase price of $0.435 per warrant. Such warrants were purchased the same day by Fortissimo from certain banks pursuant to co-sale rights triggered by the sale by Fortissimo and affiliates thereof of Ordinary Shares and warrants to certain of the Reporting Persons pursuant to the securities purchase agreement dated as of March 27, 2008. This transaction replaced the transaction contemplated by the co-sale undertaking letter dated March 27, 2008, which was described in Amendment No. 3.

Item. 7

Material to be Filed as Exhibits

19.	Securities Purchase Agreement, dated as of May 1, 2008, among Fortissimo Capital Fund (Israel) LP, Shlomo Nechama and Bonstar Investments Ltd.

20.	Joint Filing Agreement among the Reporting Persons, dated May 6, 2008

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 6, 2008

KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

By: KANIR INVESTMENTS LTD., its General Partner

By: /s/ Menahem Raphael

Name: Menahem Raphael

Title: Director

By: /s/ Ran Fridrich

Name: Ran Fridrich

Title: Director

KANIR INVESTMENTS LTD.

By: /s/ Menahem Raphael

Name: Menahem Raphael

Title: Director

By: /s/ Ran Fridrich

Name: Ran Fridrich

Title: Director

/s/ Menahem Raphael

Menahem Raphael

/s/ Ran Fridrich

Ran Fridrich

S. NECHAMA INVESTMENTS (2008) LTD.

By: /s/ Shlomo Nechama

Name: Shlomo Nechama

Title: Director

/s/ Shlomo Nechama

Shlomo Nechama

BONSTAR INVESTMENTS LTD.

By: /s/ Joseph Mor

Name: Joseph Mor

Title: Director

/s/ Joseph Mor

Joseph Mor

/s/ Ishay Mor

Ishay Mor

EX-19 2 v112717_ex19.htm

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 1, 2008, by and among the purchasers identified on Schedule I hereto (collectively, the “Purchasers”) and Fortissimo Capital Fund (Israel) LP, (“Fortissimo”).

W I T N E S S E T H:

WHEREAS, Affiliates of Fortissimo and Fortissimo and certain Affiliates of the Purchasers entered into a securities purchase agreement, dated March 27, 2008 (the “SPA”), with respect to the purchase of certain of Fortissimo’s holdings in Nur Macroprinters Ltd., a company organized under the laws of the State of Israel (“Nur”); and

WHEREAS, the transaction pursuant to the SPA triggers a co-sale right (the “Co-Sale Right”), pursuant to a term sheet entered into among certain banks and Fortissimo, dated September 12, 2005 (the “Term Sheet”); and

WHEREAS, in connection with the consummation of the transactions contemplated by the SPA, the Purchasers undertook to Fortissimo and certain of its Affiliates in a letter attached hereto as Exhibit A (the “Co-Sale Letter Agreement”), to purchase from Fortissimo and such Affiliates, at a price of $0.435 per warrant, warrants to purchase up to 8,000,000 ordinary shares, par value NIS 1.00 per share, of Nur (“Shares”) that it may purchase from the Banks pursuant to the Co-Sale Right; and

WHEREAS, concurrently with the execution of this Agreement, Fortissimo has signed an agreement to purchase (the “Bank SPA”) (i) from Bank Hapoalim Ltd. (“BH”) warrants to purchase 4,263,396 Shares at an exercise price of $0.35 per share (the “BH Warrants”), and (ii) from Israel Discount Bank Ltd. (“IDB” and, together with BH, the “Banks”) warrants to purchase 820,275 Shares at an exercise price of $0.35 per share (the “IDB Warrants”, and collectively with the BH Warrants are referred to herein as the “Warrants”); and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchasers shall purchase from Fortissimo, and Fortissimo shall sell to the Purchasers, the Warrants.

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fortissimo and the Purchasers agree as follows:

SECTION 1. DEFINITIONS

All capitalized terms used herein and not otherwise defined, shall have the meaning attributed to such terms in the SPA.

SECTION 2. PURCHASE AND SALE OF SECURITIES

Purchase and Sale of the Securities.

(a) Subject to the terms and conditions set forth in this Agreement and in reliance upon each party’s representations set forth below, on the Closing Date, Fortissimo shall sell to the Purchasers, and the Purchasers shall purchase from Fortissimo, the Warrants pursuant to the allocations set forth on Schedule I hereto. Each of the Purchasers shall transfer to Fortissimo, or upon Fortissimo’s written instructions, shall transfer to BH and IDB on behalf of Fortissimo, the amounts set forth on Schedule I attached hereto in exchange for the number of Warrants set forth next to each Purchaser’s name. For the avoidance of doubt, any deficiency in the amount payable by the Purchasers pursuant to the Co-Sale Letter Agreement and the consideration paid for the Warrants by Fortissimo to the Banks, shall be borne by Fortissimo. The obligations of the respective Purchasers under this Agreement shall be several and not joint.

(b) Any amounts payable to the Banks, including but not limited to, payments upon release of the HP Escrow shall be the sole responsibility and obligation of Fortissimo.

(c) Fortissimo shall have received from the Banks representations and warranties with respect to the securities being transferred, similar to those that it provided to the Purchasers in the SPA.

(d) This Agreement shall not confer any rights or remedies with respect to the sale of the Warrants or otherwise, upon the Banks or any other person other than the parties hereto.

SECTION 3. CLOSING

(a) The closing of the sale and purchase of the Warrants (the “Closing”) shall take place on May 1, 2008, subject to the consummation of the sale of the Warrants to Fortissimo pursuant to the Bank SPA(the “Closing Date”), at the offices of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co., Law Offices.

(b) Fortissimo Deliverables. At the Closing, Fortissimo shall deliver or shall cause to be delivered to the Purchasers (A) original certificates evidencing the Warrants, (B) original instruments of sale, transfer, conveyance and assignment from Fortissimo to the Purchasers as the Purchasers may reasonably request, (C) original instruments of sale, transfer, conveyance and assignment from the Banks to Fortissimo as the Purchasers may reasonably request and (D) a copy of the fully executed Bank SPA.

(c) Purchaser Deliverables. At the Closing, the Purchasers shall transfer or cause to be transferred an aggregate of $2,211,397, to Fortissimo or directly to the Banks on behalf of Fortissimo, as set forth on Schedule I.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF FORTISSIMO

Fortissimo hereby represents and warrants to the Purchasers as of the date hereof and the Closing Date, as follows:

4.1 Organization; Authorization; Enforcement. Fortissimo has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery by Fortissimo of this Agreement and the consummation by it of the transactions contemplated hereby has been duly authorized by all necessary action on the part of Fortissimo and no further action is required by Fortissimo. This Agreement has been duly executed by Fortissimo and constitutes the valid and legally binding obligation of Fortissimo, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.

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4.2 Ownership of Securities. Fortissimo (i) is the sole record owner and legal owner of the Warrants set forth opposite Fortissimo’s name on Schedule I, (ii) has good, valid and marketable title to such Warrants free and clear of all Encumbrances and (iii) is conveying such Warrants to the Purchasers free and clear of all Encumbrances that it may have created or suffered to exist. Fortissimo has neither previously sold, assigned, conveyed, transferred or otherwise disposed of, in whole or in part, any of the Warrants or any rights thereunder, nor is Fortissimo party to any agreement other than this Agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, any of the Warrants or any rights thereunder. Fortissimo has no reason to believe that the Warrants have not been duly and validly issued. When delivered to the Purchasers pursuant to the terms hereof, the Warrants shall be fully paid and nonassessable, free and clear of all Encumbrances. Fortissimo has delivered to the Purchasers true and complete copies of the Warrants.

4.3 No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any (A) statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which Fortissimo is subject or (B) any provision of Fortissimo’s organizational documents (each as amended through the date hereof) or (ii) require any notice or consent under, any agreement to which Fortissimo is a party or by which Fortissimo is bound or to which the Warrants are or may be bound or affected or result in the imposition of any Encumbrance upon the Warrants. Specifically, no Person has a right to sell any securities of the Company in connection with the sale of any of the Warrants, and if any Person has, or claims to have, such a right, it shall be the sole obligation of Fortissimo.

4.4 Governmental Consents. Fortissimo is not required to give any notice to, make any filings with, or obtain any authorization of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement.

4.5 Exempt Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 5.2, the offer and sale of the Warrants as contemplated hereby are, to the best knowledge of Fortissimo, exempt from the registration requirements of the Securities Act. Neither Fortissimo nor any Person acting on its behalf has taken or is, to the knowledge of Fortissimo, contemplating taking any action which could subject the offering or sale of such Warrants to the registration requirements of the Securities Act. Neither Fortissimo, nor any of its Affiliates, nor any Person acting on their behalf, has engaged, nor will they engage, in any “direct selling efforts” (within the meaning ascribed to such term in Regulation S promulgated under the Securities Act (“Regulation S”)) with respect to the sale of the Warrants. The sale of the Warrants by Fortissimo is not part of a plan or scheme to evade the registration requirements of the Securities Act.

4.6 Fees. No fees or commissions will be payable by the Purchasers to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement based on any arrangement made by or on behalf of Fortissimo.

4.7 Adequacy of Consideration. Fortissimo is aware that the Purchasers in the future may generate greater value with respect to its Warrants than Fortissimo will receive for such Warrants pursuant to this Agreement, especially since the Purchasers will become the members of the controlling group of the Company. Fortissimo is also aware that the Purchasers may purchase securities of the Company from other shareholders of the Company, including large shareholders, either alone or together with other purchasers, for consideration that may exceed the consideration payable pursuant to this Agreement and/or pursuant to other terms and conditions that may be more favorable to the sellers than the terms and conditions of this Agreement. Fortissimo waives any right to receive any consideration for selling its Warrants to the Purchasers (other than the consideration specifically payable pursuant to this Agreement) and waives any possible claim against the Purchasers with respect to the fairness of the consideration payable hereunder.

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4.8 No Adverse Information. The sale of the Warrants pursuant hereto is not prompted by any adverse information concerning the Company that has not been publicly disclosed by the Company.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser, severally but not jointly, hereby represents and warrants to Fortissimo, as of the date hereof and the Closing Date, as follows:

5.1 Authorization; Enforcement. This Agreement has been duly executed by such Purchaser and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.

5.2 Exempt Offering.

(a) Such Purchaser understands and agrees that the Warrants have not been registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Such Purchaser warrants that neither it nor any of its Affiliates nor any Person acting on their behalf has offered or sold, or will offer or sell, any Securities except in an “offshore transaction” in accordance with Regulation S or otherwise pursuant to an exemption from the Securities Act.

(b) No Persons acting on behalf of such Purchaser or any of its Affiliates has engaged or will engage in any “directed selling efforts” (as such term is defined in Regulation S) with respect to the Warrants.

(c) Such Purchaser is an experienced investor and is purchasing the Warrants for the purpose of investment for its own account and not with a view to distribution or resale, directly or indirectly, to United States persons, in the United States or otherwise in violation of the United States securities laws, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Warrants in compliance with applicable securities laws. Such Purchaser is not located in the United States and is not a “U.S. person” (as defined in Regulation S).

(d) The contemplated purchase of the Warrants is not part of a plan or scheme to evade the registration provisions of the Securities Act.

5.3 Fees. No fees or commissions will be payable by such Purchaser to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement based on any arrangement made by or on behalf of such Purchaser.

5.4 No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which such Purchaser is subject or (ii) require any notice or consent under, any agreement to which such Purchaser is a party or by which such Purchaser is bound.

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SECTION 6. WITHHOLDING TAX

Each of the Purchasers shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement the amounts required to be deducted and withheld from any payment pursuant to this Agreement under any applicable law or regulation, provided, however, that if Fortissimo obtains a tax ruling and/or exemption from any applicable Governmental Authority in a form reasonably satisfactory to each Purchaser, deduction and withholding of any amounts under the tax laws of such Governmental Authority’s jurisdiction shall be made in accordance with the provisions of such ruling and/or exemption. To the extent that amounts are so withheld by the Purchasers, such withheld amounts (i) shall be remitted by the Purchasers to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to Fortissimo in respect of which such deduction and withholding was made by the Purchasers. In the event that Fortissimo directs the Purchasers to transfer the consideration payable hereunder to the Banks directly, then, in addition to an exemption relating to Fortissimo, Fortissimo shall provide to the Purchasers an exemption from any applicable Governmental Authority in a form reasonably satisfactory to the Purchasers from each of the Banks, so that the Purchasers will not be required to deduct or withhold any amounts under the tax laws of such Governmental Authority’s jurisdiction.

SECTION 7. INDEMNIFICATION

All provisions under the Section entitled “Indemnification” in the SPA shall apply to this Agreement, mutatis mutandis.

SECTION 8. DISPUTE RESOLUTION

Any dispute arising out of or relating to this agreement shall be resolved by the parties hereto, in accordance with the procedures specified in Section 9 to the SPA, mutatis mutandis.

SECTION 9. MISCELLANEOUS

All provisions under the Section entitled “Miscellaneous” in the SPA shall apply to this agreement, mutatis mutandis.

[SIGNATURE PAGES IMMEDIATELY FOLLOW]

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IN WITNESS WHEREOF the parties have signed this Securities Purchase Agreement as of the date first hereinabove set forth.

FORTISSIMO CAPITAL FUND (ISRAEL), LP

By FORTISSIMO CAPITAL FUND GP, L.P.

Its General Partner

By FORTISSIMO CAPITAL (GP) MANAGEMENT LTD.

Its General Partner

By: /s/ Yuval Cohen

Name: Yuval Cohen

Title: Director

BONSTAR INVESTMENTS LTD.

By: /s/ Joseph Mor

Name: Joseph Mor

Title: Director

/s/ Shlomo Nechama

Shlomo Nechama

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Schedule I

Schedule I - Purchasers, Warrants and Amounts


	No. of Warrants						If Transferred to the Banks
Purchasers	BH Warrants		IDB Warrants		Total		BH		IDB		If Transferred to Fortissimo

Shlomo Nechama		3,553,143		683,623		4,236,766	$	1,545,617	$	297,376	$	1,842,993
Bonstar Investments Ltd.		710,253		136,652		846,906	$	308,960	$	59,444	$	368,404

Total		4,263,396		820,275		5,083,671	$	1,854,577	$	356,820	$	2,211,397

EX-20 3 v112717_ex20.htm

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it or him contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: May 6, 2008

KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

By: KANIR INVESTMENTS LTD., its General Partner

By: /s/ Menahem Raphael

Name: Menahem Raphael

Title: Director

By: /s/ Ran Fridrich

Name: Ran Fridrich

Title: Director

KANIR INVESTMENTS LTD.

By: /s/ Menahem Raphael

Name: Menahem Raphael

Title: Director

By: /s/ Ran Fridrich

Name: Ran Fridrich

Title: Director

/s/ Menahem Raphael

Menahem Raphael

/s/ Ran Fridrich

Ran Fridrich

S. NECHAMA INVESTMENTS (2008) LTD.

By: /s/ Shlomo Nechama

Name: Shlomo Nechama

Title: Director

/s/ Shlomo Nechama

Shlomo Nechama

BONSTAR INVESTMENTS LTD.

By: /s/ Joseph Mor

Name: Joseph Mor

Title: Director

/s/ Joseph Mor

Joseph Mor

/s/ Ishay Mor

Ishay Mor

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