-----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, Pg5jBAjCbnBAhUcILdgQwAKo2gHTXh2iPrJl4c9y7qr8KNG6x1GB8ObTz3aoXoWr l13WKzStGnJDCDwPWPtILw== 0001178913-04-000934.txt : 20040706 0001178913-04-000934.hdr.sgml : 20040705 20040706114150 ACCESSION NUMBER: 0001178913-04-000934 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXUS TELOCATION SYSTEMS LTD CENTRAL INDEX KEY: 0000920532 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57523 FILM NUMBER: 04901614 BUSINESS ADDRESS: STREET 1: 6B TFUZOT ISRAEL ST CITY: GIVATAYIM 53583 ISRA STATE: L3 ZIP: 00000 BUSINESS PHONE: 3014689563 FORMER COMPANY: FORMER CONFORMED NAME: NEXUS TELECOMMUNICATIONS SYSTEMS LTD DATE OF NAME CHANGE: 19980112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pelephone Communications Ltd. CENTRAL INDEX KEY: 0001296414 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 33 ITZHAK RABIN ST. CITY: GIVATAYIM STATE: L3 ZIP: 53483 BUSINESS PHONE: 972 3 572 8835 MAIL ADDRESS: STREET 1: 33 ITZHAK RABIN ST. CITY: GIVATAYIM STATE: L3 ZIP: 53483 SC 13G 1 zk40865.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.________)* NEXUS TELOCATION SYSTEMS LIMITED - -------------------------------------------------------------------------------- (Name of Issuer) ORDINARY SHARES - -------------------------------------------------------------------------------- (Title of Class of Securities) M74919 14 9 --------------------- (CUSIP Number) JUNE 27, 2004 - -------------------------------------------------------------------------------- (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. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). PELEPHONE COMMUNICATIONS LTD. Check the Appropriate Box if a Member of a Group (See Instructions) --------------------------------------------------------------------------- (a) [_] (b) [_] - -------------------------------------------------------------------------------- 2. SEC Use Only - -------------------------------------------------------------------------------- 3. Citizenship or Place of Organization ISRAEL - -------------------------------------------------------------------------------- 5. Sole Voting Power 16,527,549 *Number of -------------------------------------------------------- Shares Bene- 6. Shared Voting Power ficially by Owned by Each -------------------------------------------------------- Reporting 7. Sole Dispositive Power Persons With: 16,527,549 -------------------------------------------------------- 8. Shared Dispositive Power - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 16,527,549 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 9.4% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * See SCHEDULE I attached 2 ITEM 1. (a) Name of Issuer NEXUS TELOCATION SYSTEMS LTD. (b) Address of Issuer's Principal Executive Offices 1 KORAZIN ST., GIVATAYIM, ISRAEL ITEM 2. (a) Name of Person Filing PELEPHONE COMMUNICATIONS LTD. (b) Address of Principal Business Office or, if none, Residence 33 ITZHAK RABIN ST., GIVATAYIM, ISRAEL (c) Citizenship ISRAELI COMPANY (d) Title of Class Securities ORDINARY SHARES (e) CUSIP Number M74919 14 9 ITEM 3. IF THIS STATEMENT IS FILE PURSUANT TO SS.SS. 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company s defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J); ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issurer identified in Item 1. 3 (a) Amount beneficially owned: 16,527,549* (b) Percent of class: 9.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 16,527,549. (ii) Shared power to vote or to direct the vote_______. (iii) Sole power to dispose or to direct the disposition of 16,527,549. (iv) Shared power to dispose or to direct the disposition of ______. INSTRUCTION. For computation regarding securities which represent6 a right to acquire an underlying security SEE ss. 240.13d-3(d)(1). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [_] INSTRUCTION: Dissolution of a group requires a response to this item. 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 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. CERTIFICATION 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. - -------- * See Schedule I attached. 4 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. July 5, 2004 ------------ Date /S/ Shlomo Zohar ---------------- Signature Shlomo Zohar, CFO ----------------- 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. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE ss.240.13d-7 for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATION (SEE 18 U.S.C. 1001) 5 * SCHEDULE I It should be noted that Nexus Telocation Systems Ltd. (the "Company") has granted Pelephone Communications Ltd. (the "Reporting Person") a conditional warrant to purchase from the Company up to 1,677,334 Ordinary Shares of the Company, nominal value NIS 0.03, subject to the terms and conditions set forth below, effective June 27, 2004. This warrant may be exercised only in the event that the Company does not comply with its obligation to repay certain loans to Bank Hapoalim BM & Bank Hapoalim exercises a guarantee provided by the Reporting Person. Moreover, this warrant shall expire upon and be void as of October 10, 2007, subject to the full repayment of the loans & full release of the guarantees. 6 -----END PRIVACY-ENHANCED MESSAGE-----