0001209191-12-001910.txt : 20120105 0001209191-12-001910.hdr.sgml : 20120105 20120105132352 ACCESSION NUMBER: 0001209191-12-001910 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120101 FILED AS OF DATE: 20120105 DATE AS OF CHANGE: 20120105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LAPIS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000854800 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 270016420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 70 KINDERKAMACK RD CITY: EMERSON, STATE: NJ ZIP: 07630 BUSINESS PHONE: 201-225-0190 MAIL ADDRESS: STREET 1: 70 KINDERKAMACK RD CITY: EMERSON, STATE: NJ ZIP: 07630 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-100979 FILM NUMBER: 12510271 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE TOWER STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-752-1356 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE TOWER STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOLEDANO UDI CENTRAL INDEX KEY: 0001025683 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-100979 FILM NUMBER: 12510270 MAIL ADDRESS: STREET 1: ANDROMEDA ENTERPRISE INC STREET 2: 545 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YZT Management LLC CENTRAL INDEX KEY: 0001486761 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-100979 FILM NUMBER: 12510273 BUSINESS ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 BUSINESS PHONE: (973) 736-0680 MAIL ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UTA Capital LLC CENTRAL INDEX KEY: 0001486763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-100979 FILM NUMBER: 12510274 BUSINESS ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 BUSINESS PHONE: (973) 736-0680 MAIL ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALLEGHANY CAPITAL Corp CENTRAL INDEX KEY: 0001501665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-100979 FILM NUMBER: 12510272 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE TOWER CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE TOWER CITY: NEW YORK STATE: NY ZIP: 10036 3 1 c26533_3x0.xml MAIN DOCUMENT DESCRIPTION X0204 3 2012-01-01 0 0000854800 LAPIS TECHNOLOGIES INC LPST 0001486763 UTA Capital LLC 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE NJ 07052 0 0 1 0 0001486761 YZT Management LLC 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE NJ 07052 0 0 1 0 0001501665 ALLEGHANY CAPITAL Corp 7 TIMES SQUARE TOWER NEW YORK NY 10036 0 0 1 0 0000775368 ALLEGHANY CORP /DE 7 TIMES SQUARE TOWER NEW YORK NY 10036 0 0 1 0 0001025683 TOLEDANO UDI 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE NJ 07052 0 0 1 0 Warrant to Purchase Common Stock 0.50 2012-03-01 2014-09-01 Common Stock 952227 I By UTA Capital LLC In accordance with the terms of the warrant, the exercise price with respect to one-third (1/3) of the unexercised warrant shares may be increased to $1.00 based on Lapis' and its subsidiaries' after-tax consolidated net income for calendar year 2012. This Form 3 is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. The reporting persons disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. /s/ Udi Toledano, as Managing Member of YZT Management LLC, as Managing Member of UTA Capital LLC 2012-01-05 /s/ Udi Toledano, as Managing Member of YZT Management LLC 2012-01-05 /s/ Peter R. Sismondo, as Vice President and Treasurer of Alleghany Capital Corporation 2012-01-05 /s/ Peter R. Sismondo, as Vice President of Alleghany Corporation 2012-01-05 /s/ Udi Toledano 2012-01-05