SC 13D 1 v07362_sc13dlavut.txt ================================================================================ SEC POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION 1746 CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM (11-02) DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. ================================================================================ ========================== OMB APPROVAL ========================== OMB Number: 3235-0145 ========================== Expires: December 31, 2005 ========================== Estimated average burden hours per response. . .11 ========================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ________)* AURA SYSTEMS, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 051526 10 1 -------------------------------------------------------------------------------- (CUSIP Number) Melinda Mason, Secretary Aura Systems, Inc. 2335 Alaska Avenue El Segundo, CA 90245 310-643-5300 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 14, 2004 -------------------------------------------------------------------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(G), check the following box. [_] Page 1 of 6 CUSIP No. 051526101 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lavut, Cipora -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) [X] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO, PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 49,125,054 Shares ------------------------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned by ----------------------------------------------------------------------- Each 9. Sole Dispositive Power 49,125,054 Reporting ---------------------------------------------------------------------- Person 10. Shared Dispositive Power 0 With -------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 49,125,054 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.84 -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- Page 2 of 6 ITEM 1. SECURITY AND ISSUER The securities to which this Schedule 13D relates are the common stock (the "Common Stock") of Aura Systems, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive office is 2335 Alaska Avenue, El Segundo, CA 90245. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed by Cipora Lavut (the "Reporting Person") whose address is 12100 Wilshire Boulevard, Los Angeles, CA 90025. The Reporting Person is self employed as a consultant to Aries Group Ltd. During the past five years, the Reporting Person has not (1) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a 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. The Reporting Person is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Private Placement - The Reporting Person purchased $590,000 of securities in a private placement. $180,000 of this investment was previously advanced to the Company and was from Reporting Person's personal funds. The balance of $410,000 was paid in a promissory note which is secured by the portion of the securities purchased which remained unpaid. The securities are being held in escrow and will be released proportionately as payments are made under the promissory note. The note bears interest at 8% per annum. The Reporting Person intends to use personal funds to repay the note. Litigation Settlement - The Reporting Person received additional securities as part of a global litigation settlement. No cash was paid for Series B Preferred, warrants and Common Stock of the Company issued thereunder. ITEM 4. PURPOSE OF TRANSACTION The Reporting Person acquired the Stock for investment purposes. In pursuing such investment purposes, the Reporting Person may further purchase, hold, vote, trade, dispose or otherwise deal in the Stock at times, and in such manner, as they deem advisable to benefit from changes in market price of the Stock, changes in the Company's operations, business strategy or prospects, or from sale or merger of the Company. The Reporting Person reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to her investment in the Company, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, and to acquire additional Stock or dispose of all the Stock beneficially owned by her, in public market or privately negotiated transactions. The Reporting Person may at any time reconsider and change her plans or proposals relating to the foregoing. Page 3 of 6 The Reporting Person holds, among other securities of the Company, shares of the Company's Series B Preferred Stock (the "Series B Preferred Shares"). The Company's Certificate of Incorporation entitles the holders of the Series B Shares to elect four of the Company's directors for as long as the Series B Shares are outstanding. Under that certain Shareholder Agreement effective as of September 14, 2004, among the holders of the Series B Shares (the "Series B Shareholders"), the Series B Shareholders agreed, among other things, to use their best efforts to cause the size of the Company's board of directors to remain set at seven directors at all times and that each of four named Shareholders has the right to elect one of the four directors that the Series B Shareholders are entitled to elect. Ms. Lavut has the right to designate a director and has designated Raymond Yu. The Shareholder Agreement is an exhibit to this Schedule 13D. See Item 7. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Company had an aggregate of 452,865,398 shares of Common Stock outstanding as of September 14, 2004. (b) The Reporting Person has sole power to vote securities convertible into 49,125,054 common shares. (c) The Reporting Person participated in the following transactions in the Common Stock in the past sixty (60) days (transactions 1 - 2 were contingent upon one another): (1) On September 14, 2004, in settlement of litigation, the Reporting Person received 11,048 shares of Series B preferred which had a value of $55,239 (which convert to 2,762,000 shares of Common Stock), a Warrant to purchase 5,800,000 shares of Common Stock, and 972,371 shares of Common Stock. (2) On September 14, 2004, the Reporting Person invested $590,000 in the Company's private placement and received 118,000 shares of Series B preferred (which convert to 29,500,000 shares of Common Stock) and 7,375,000 Warrants to purchase Common Stock. The Reporting Person paid $180,000 in cash and issued a promissory note in the amount of $410,000. The note is payable over a nine month period. Securities which have not been paid for are being held in escrow and released pro-rata as payment is made. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Person has no contract, arrangement, understanding or relationship (whether or not legally enforceable) with any person with respect to any shares or other securities of any class of the Company, except as described in Item 4 herein. Page 4 of 6 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.1 Ownership Table Exhibit 99.2 Shareholders Agreement effective as of 9/14/04 Exhibit 99.3 Promissory Note effective 9/14/04 in the amount of $410,000 Page 5 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 6, 2004 /s/ Cipora Lavut -------------------------------------------------------------------------------- Signature Cipora Lavut -------------------------------------------------------------------------------- Name/Title -------------------------------------------------------------------------------- Signature -------------------------------------------------------------------------------- Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 6 of 6