0001193125-12-510600.txt : 20121220 0001193125-12-510600.hdr.sgml : 20121220 20121220171656 ACCESSION NUMBER: 0001193125-12-510600 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121220 DATE AS OF CHANGE: 20121220 GROUP MEMBERS: ALLEGHANY CAPITAL CORP GROUP MEMBERS: ALLEGHANY CORP GROUP MEMBERS: UDI TOLEDANO GROUP MEMBERS: YZT MANAGEMENT LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86541 FILM NUMBER: 121278042 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UTA Capital LLC CENTRAL INDEX KEY: 0001486763 IRS NUMBER: 271560013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 d457383dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

 

 

LAPIS TECHNOLOGIES, INC.

(Name of Issuer)

 

 

Common stock, par value $0.001 per share

(Title of Class of Securities)

51664Q102

(CUSIP Number)

January 5, 20131

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 

1 

This represents the date that is 60 days prior to the exercisability of the Second Warrant described herein.

 

 

 

CUSIP No. 51664Q102  

 

  (1)   

Names of reporting persons

 

UTA Capital LLC (1)

  (2)  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

1,552,227 (2)

   (6)   

Shared voting power

 

—

   (7)   

Sole dispositive power

 

1,552,227 (2)    

   (8)   

Shared dispositive power

 

—

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

1,552,227 (3)    

(10)

  

Check if the aggregate amount in Row 9 excludes certain shares

 

(11)

  

Percent of class represented by amount in Row 9

 

19.3% (3)    

(12)

  

Type of reporting person

 

OO (limited liability company)    

 

(1) This Schedule 13G 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.
(2) Represents (i) 952,227 shares of Common Stock issuable upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) a second warrant issued to UTA Capital LLC to purchase 600,000 shares of Common Stock of the Issuer (the “Second Warrant”).
(3) Calculated based on 8,035,227 shares of Common Stock, representing (i) 6,483,000 shares of Common Stock outstanding on November 14, 2012, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2012; and (ii) (A) 952,227 shares of Common Stock issuable upon exercise of the First Warrant and (B) 600,000 shares of Common Stock issuable upon exercise of the Second Warrant.

 

2

CUSIP No. 51664Q102  

 

  (1)   

Names of reporting persons

 

YZT Management LLC (1)

  (2)  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

New Jersey

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

   (6)   

Shared voting power

 

1,552,227 (2)

   (7)   

Sole dispositive power

 

—

   (8)   

Shared dispositive power

 

1,552,227 (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

1,552,227 (3)    

(10)

  

Check if the aggregate amount in Row 9 excludes certain shares

 

(11)

  

Percent of class represented by amount in Row 9

 

19.3% (3)    

(12)

  

Type of reporting person

 

OO (limited liability company)    

 

(1) This Schedule 13G 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.
(2) Represents (i) 952,227 shares of Common Stock issuable upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) a second warrant issued to UTA Capital LLC to purchase 600,000 shares of Common Stock of the Issuer (the “Second Warrant”).
(3) Calculated based on 8,035,227 shares of Common Stock, representing (i) 6,483,000 shares of Common Stock outstanding on November 14, 2012, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2012; and (ii) (A) 952,227 shares of Common Stock issuable upon exercise of the First Warrant and (B) 600,000 shares of Common Stock issuable upon exercise of the Second Warrant.

 

3

CUSIP No. 51664Q102  

 

  (1)   

Names of reporting persons

 

Alleghany Capital Corporation (1)

  (2)  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

—    

   (6)   

Shared voting power

 

1,552,227 (2)    

   (7)   

Sole dispositive power

 

—

   (8)   

Shared dispositive power

 

1,552,227 (2)    

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

1,552,227 (3)    

(10)

  

Check if the aggregate amount in Row 9 excludes certain shares

 

(11)

  

Percent of class represented by amount in Row 9

 

19.3% (3)    

(12)

  

Type of reporting person

 

CO

 

(1) This Schedule 13G 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.
(2) Represents (i) 952,227 shares of Common Stock issuable upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) a second warrant issued to UTA Capital LLC to purchase 600,000 shares of Common Stock of the Issuer (the “Second Warrant”).
(3) Calculated based on 8,035,227 shares of Common Stock, representing (i) 6,483,000 shares of Common Stock outstanding on November 14, 2012, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2012; and (ii) (A) 952,227 shares of Common Stock issuable upon exercise of the First Warrant and (B) 600,000 shares of Common Stock issuable upon exercise of the Second Warrant.

 

4

CUSIP No. 51664Q102  

 

  (1)   

Names of reporting persons

 

Alleghany Corporation

  (2)  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

1,552,227 (2)

   (6)   

Shared voting power

 

—

   (7)   

Sole dispositive power

 

—

   (8)   

Shared dispositive power

 

1,552,227 (2)    

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

1,552,227 (3)    

(10)

  

Check if the aggregate amount in Row 9 excludes certain shares

 

(11)

  

Percent of class represented by amount in Row 9

 

19.3% (3)    

(12)

  

Type of reporting person

 

CO

 

(1) This Schedule 13G 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.
(2) Represents (i) 952,227 shares of Common Stock issuable upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) a second warrant issued to UTA Capital LLC to purchase 600,000 shares of Common Stock of the Issuer (the “Second Warrant”).
(3) Calculated based on 8,035,227 shares of Common Stock, representing (i) 6,483,000 shares of Common Stock outstanding on November 14, 2012, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2012; and (ii) (A) 952,227 shares of Common Stock issuable upon exercise of the First Warrant and (B) 600,000 shares of Common Stock issuable upon exercise of the Second Warrant.

 

5

CUSIP No. 51664Q102  

 

  (1)   

Names of reporting persons

 

Udi Toledano

  (2)  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

—

   (6)   

Shared voting power

 

1,552,227 (2)

   (7)   

Sole dispositive power

 

—

   (8)   

Shared dispositive power

 

1,552,227 (2)

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

1,552,227 (3)    

(10)

  

Check if the aggregate amount in Row 9 excludes certain shares

 

(11)

  

Percent of class represented by amount in Row 9

 

19.3% (3)    

(12)

  

Type of reporting person

 

IN

 

(1) This Schedule 13G 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.
(2) Represents (i) 952,227 shares of Common Stock issuable upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) a second warrant issued to UTA Capital LLC to purchase 600,000 shares of Common Stock of the Issuer (the “Second Warrant”).
(3) Calculated based on 8,035,227 shares of Common Stock, representing (i) 6,483,000 shares of Common Stock outstanding on November 14, 2012, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2012; and (ii) (A) 952,227 shares of Common Stock issuable upon exercise of the First Warrant and (B) 600,000 shares of Common Stock issuable upon exercise of the Second Warrant.

 

6

Item 1(a). Name of Issuer:

Lapis Technologies, Inc., a Delaware corporation (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

70 Kinderkamack Road, Emerson, New Jersey 07630

Item 2(a). Name of Persons Filing:

UTA Capital LLC

YZT Management LLC

Alleghany Capital Corporation

Alleghany Corporation

Udi Toledano

Item 2(b). Address of Principal Business Office or, if None, Residence:

The principal office of each of UTA Capital LLC, YZT Management LLC and Udi Toledano is located at 100 Executive Drive, Suite 330, West Orange, NJ 07052

The principal office of each of Alleghany Capital Corporation and Alleghany Corporation is located at 7 Times Square Tower, New York, New York 10036

Item 2(c). Citizenship:

UTA Capital LLC is a Delaware limited liability company

YZT Management LLC is a New Jersey limited liability company

Alleghany Capital Corporation is a Delaware corporation

Alleghany Corporation is a Delaware corporation

Udi Toledano is a citizen of the United States of America

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e). CUSIP Number:

51664Q102

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership.

(a) Amount beneficially owned:

1,552,227 shares of the Issuer’s common stock

(b) Percent of class: Approximately 19.3%

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote:

 

7

(ii) Shared power to vote or direct the vote: 1,552,227

(iii) Sole power to dispose or direct the disposition of:

(iv) Shared power to dispose or direct the disposition of: 1,552,227

This Schedule 13G 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.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group:

Not Applicable

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

8

SIGNATURE

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

 

    UTA Capital LLC
    By:  

YZT Management LLC,

its managing member

Date: December 20, 2012     By:   /s/ Udi Toledano
      Udi Toledano
      its managing member
    YZT Management LLC
    By:   /s/ Udi Toledano
      Udi Toledano
      its managing member
    Alleghany Capital Corporation
    By:   /s/ Peter R. Sismondo
      Peter R. Sismondo
      Vice President and Treasurer
    Alleghany Corporation
    By:   /s/ Peter R. Sismondo
      Peter R. Sismondo
      Vice President
      /s/ Udi Toledano
      Udi Toledano

 

9

Exhibit Index

 

Exhibit 1    Joint Filing Agreement dated as of December 20, 2012.

 

10

EX-99.1 2 d457383dex991.htm EX-1 EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Lapis Techonologies, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 20th day of December, 2012.

 

    UTA Capital LLC
    By:   YZT Management LLC,
      its managing member
Date: December 20, 2012       By:   /s/ Udi Toledano
        Udi Toledano
        its managing member
    YZT Management LLC
    By:   /s/ Udi Toledano
      Udi Toledano
      its managing member
    Alleghany Capital Corporation
    By:   /s/ Peter R. Sismondo
      Peter R. Sismondo
      Vice President and Treasurer
    Alleghany Corporation
    By:   /s/ Peter R. Sismondo
      Peter R. Sismondo
      Vice President
    /s/ Udi Toledano
    Udi Toledano