On Track Innovations Ltd.: erhält Folgeauftrag
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gut analysiert
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43204 Stück Aktien letzten Monat im Short-Handel zurückgekauft.
Wenn der Kurs anzieht müssen die "Kurzen" handeln.
Das bedeutet Kurssprung!
mfG edugat
Settlement Short Avg Daily Days
Date Interest Share Volume to Cover
Apr. 13, 2006 420,463 149,642 2.81
Mar. 15, 2006 463,667 113,850 4.07
Feb. 15, 2006 366,457 180,118 2.03
Jan. 13, 2006 360,444 65,694 5.49
Dec. 15, 2005 329,785 95,161 3.47
Nov. 15, 2005 318,916 82,138 3.88
Oct. 14, 2005 278,100 59,123 4.70
Sep. 15, 2005 300,402 70,206 4.28
Aug. 15, 2005 277,536 126,586 2.19
Jul. 15, 2005 241,340 176,690 1.37
Jun. 15, 2005 192,845 96,362 2.00
May 13, 2005 124,270 121,876 1.02
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By Paul Rubens
Published: May 10 2006 10:06 | Last updated: May 10 2006 10:06
Payment card issuers are waging war on cash by introducing contactless cards for low-value transactions.
Purchases are made using a contactless card by placing it within a few centimetres of a card reader, which uses Radio Frequency Identification (RFID) technology to extract data.
Since a signature or personal identity number is not required for most small purchases, transactions can be carried out rapidly ? without necessarily removing the card from a wallet.
Consumers in the UK make about 27bn cash transactions a year, worth £250bn, and about 80 per cent of these are for purchases of less than £10, according to Visa International estimates.
?Card issuers are aggressively trying to increase the size of their market, and the enemy is cash,? says Christophe Uzureau, a banking analyst at research house Gartner.
?They want to replace as many cash transactions as possible with card transactions, so they can earn fees.?
Contactless payment cards have already been successfully implemented in transport systems, notably the Octopus card in Hong Kong and the Oyster card in London, and both Mastercard?s PayPass and Visa?s Contactless systems have been piloted in the US.
JP Morgan Chase has also issued more than 6m credit and debit cards which include contactless technology under the name ?blink?.
The blink system uses the existing Visa and Mastercard infrastructure to authorise payments, and at many retailers a signature is not required for transactions of less than $25. American Express has also introduced its ExpressPay contactless system on some Blue American Express cards.
Although card companies are driving the adoption of contactless technology, it offers significant benefits to retailers, such as fast food outlets and convenience stores, where typical transaction values are low. These include higher transaction speeds, increased transaction values, and lower cash handling costs.
?We?ve found that transactions carried out using blink are three to five seconds faster than credit card transactions, and seven to nine seconds faster than cash transactions,? says Rob Williams, controller at The Bailey Co, parent company of Arby?s, a fast food restaurant chain based in the US.
He adds: ?This means each Arby?s employee can get more customers through per hour, so we get higher productivity.?
Mr Williams has found that customers spend about 50 per cent more when they use a contactless card than when they pay for their food with cash: ?I think it is psychological: because customers are not pulling cash out of their wallet, they spend more.? Arby?s has also made productivity gains with less time being spent on counting money and taking it to the bank, Mr Williams says.
Another benefit to retailers is that cards allow them to capture data about their customers from small transactions.
?If contactless cards offer merchants better information on their customers, that could prove to be valuable,? says Mr Uzureau.
So far, Europe has lagged behind the US in the introduction of contactless payment cards, although Royal Bank of Scotland plans to run limited trials of MasterCard?s PayPass system in the UK this summer. Visa also plans a trial of its Visa Contactless later in the year.
In the US, each transaction is authorised online just like a credit or debit card transaction, but in the UK transactions under £10 will usually be ?offline? ? the card will interact with the card reader, but the authorisation process will be skipped ? making them even faster. To provide security, shoppers must enter a Pin after a set number of offline transactions.
Mr Uzureau warns that although lowering the security requirements for contactless transactions may make them faster, this risks scaring off security-conscious users. But with a Pin-free transaction limit of just £10 they are unlikely to be big targets for criminals.
Debit cards accounted for more retail spending than cash last year for the first time in the UK, according to payments association Apacs.
If contactless cards prove successful, paying cash may soon be a thing of the past.
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http://www.securitystockwatch.com/investmentTrendsMK.html
Press Release Source: On Track Innovations Ltd
OTI to Present at Morgan Keegan Homeland Security Conference
Monday May 15, 3:00 am ET
FORT LEE, N.J., May 15 /PRNewswire-FirstCall/ -- On Track Innovations Ltd, (OTI) (Nasdaq: OTIV - News), a global leader in contactless microprocessor-based smart card solutions, for homeland security, payments, petroleum payments and other applications, will be presenting at Morgan Keegan Homeland Security Conference to be held at The New York Palace Hotel located at 455 Madison Avenue at 50th Street, New York, NY 10022.
The Conference is being held on Tuesday, May 23, 2006 and Mr. Ohad Bashan, Chief Marketing Officer for OTI, will present from 9:50am to 10:20am, which includes time for questions and answers. Morgan Keegan will also arrange one- on-one meetings with OTI.
On Track Innovations Ltd. (OTI) is a leading contactless smart card solution provider. Applications developed by OTI include product solutions for:
1. SmartID - Homeland security solutions- national ID cards, e-passports
and medical cards.
2. Payments - Cashless solution for small ticket items.
3. EasyFuel - Fuel management and petroleum solution.
This will be an excellent opportunity to meet with Mr. Ohad Bashan and receive an update on OTI's technology.
For further information on Morgan Keegan Homeland Security Conference, please contact Ms. Kay Sowell at Morgan Keegan at 615-665-3623 or e-mail: Kay.Sowell@morgankeegan.com.
About OTI
Established in 1990, OTI (NASDAQ: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com .
OTI Contact: Media Relations:
Galit Mendelson Adam Handelsman
Director of Corporate Communications, OTI 5W Public Relations
201 944 5200 ext. 111 212 999 5585
galit@otiglobal.com ahandelsman@5wpr.com
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OTI Acquires InSeal SAS to Enhance Support of Contactless Payments Market
Tuesday May 16, 6:00 am ET
InSeal SAS Provides Contactless Operating System for Payment Applications
FORT LEE, N.J., May 16 /PRNewswire-FirstCall/ - On Track Innovations Ltd, (OTI) (Nasdaq: OTIV - News), today announced that it acquired 100% of InSeal SAS share capital for an aggregate of 243,800 of its ordinary shares and 180,000 warrants. The warrants, which have a nominal exercise price, become exercisable in four equal annual installments. This acquisition is in furtherance of its strategy to become the world's leading provider of contactless microprocessor-based smart card solutions for payments, homeland security, and other applications. The transaction will expand OTI's presence in the growing contactless industry as well as strengthening its technological team and broadening its intellectual property base. InSeal's revenues for 2005, the first year in which their product was sold, were approximately $560,000 with about breakeven operating results. InSeal's revenues, which are expected to grow rapidly, are derived mainly from licensing and engineering fees.
ADVERTISEMENT
InSeal SAS is a Marseille, France based company currently providing an operating system for contactless applications to a variety of customers in the payments market. InSeal's JayCOS® is currently in use in contactless payments programs in the US.
Commenting on the transaction, Oded Bashan, Chairman, President and CEO, said, "InSeal is an excellent fit with OTI. InSeal's operating system is complementary to our hardware, software and operating system offering, which will enable us to support InSeal's channel partners with a full solution. It will expand our presence in the contactless payments market and our solutions portfolio. We believe that together we will be able to increase our combined market share in the rapidly growing contactless market."
Fabien Franceschini, CEO of InSeal SAS added, "We are proud to become a part of OTI, the leader in the contactless market. By joining OTI group, InSeal will be able to offer to its customers and partners a more complete product offering for their success in the contactless market."
About OTI
Established in 1990, OTI (Nasdaq: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit www.otiglobal.com.
This press release contains forward-looking statements including statements as to what we anticipate and expect and statements with regard to increase in our products and services portfolio to the contactless payments industry as well as statements with regard to strengthening our technology team and broadening our intellectual property. Such statements are subject to certain risks and uncertainties, such as market acceptance of new products and our ability to incorporate InSeal's, products, services and technology, which could cause actual results to differ materially from those in the statements included in this press release. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. OTI disclaims any intention or obligation to update or revise any forward- looking statements, which speak only as of the date hereof, whether as a result of new information, future events or otherwise. Results could differ materially from expected results. OTI undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances
OTI Contact: Media Relations:
Galit Mendelson Adam Handelsman
Director of Corporate Communications 5W Public Relations
201 944 5200 ext. 111 212 999 5585
galit@otiglobal.com ahandelsman@5wpr.com
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On Track Innovations Ltd Schedules First Quarter 2006 Earnings Release and Conference Call
Thursday May 18, 3:00 am ET
FORT LEE, N.J., May 18 /PRNewswire-FirstCall/ -- On Track Innovations Ltd, (OTI) (Nasdaq: OTIV - News), a global leader in contactless microprocessor-based smart card solutions, for homeland security, payments, petroleum payments and other applications, announced today that it will report first quarter operating results on Tuesday, May 30, 2006 at 10:00 a.m. Eastern Daylight Time. The Company has scheduled a conference call and simultaneous Web cast that will be hosted by Oded Bashan, Chairman, President and CEO, Guy Shafran, CFO, and Ohad Bashan, Chief Marketing Officer and President and CEO of OTI America. To participate, call
1-888-858-4723 (U.S. toll free)
1-809-245-917 (Israel toll free)
0-800-180-8316 (Germany toll free)
1-973-935-8508 (standard international)
ID Code: OTI Q1 Conference Call
At:
7:00 a.m. Pacific Time
10:00 a.m. Eastern Daylight Time
16:00 Germany Time
17:00 Israel Time
To listen to the web cast please go to:
http://www.otiglobal.com/content.aspx?id=226
For those unable to participate, the teleconference will be available for replay until midnight June 6th, by calling U.S.: 877-519-4471 or International; 973-341-3080 and entering the PIN number # 7405168 or on the web at: http://www.otiglobal.com/content.aspx?id=226
About OTI
Established in 1990, OTI (Nasdaq: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking and loyalty programs. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com.
OTI Contact: Media Relations
Galit Mendelson Adam Handelsman
Director of Corporate Communications 5W Public Relations
201 944 5200 ext. 111 212 999 5585
galit@otiglobal.com ahandelsman@5wpr.com
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OTI Delivers Taipei Fubon Bank Key Fobs Enabling Quicker Purchases
Monday May 22, 3:00 am ET
Innovative Payment Tool - MasterCard(R) PayPass(TM) Contactless Payment Feature on 3-D Soccer Ball Key Chain
FORT LEE, N.J., May 22 /PRNewswire-FirstCall/ -- On Track Innovations Ltd. (OTI) (Nasdaq: OTIV - News), a global leader in contactless microprocessor-based smart card solutions for homeland security, payments, petroleum payments and other applications, announced today that it is providing Taipei Fubon Bank a 'Tap & Go(TM)' key fob solution. The device complies with MasterCard® PayPass(TM) and fits on a key chain for easy access, so customers can make purchases with a simple tap on a contactless reader at participating merchants.
ADVERTISEMENT
click here
Taipei Fubon Bank is offering the new device to its customers as part of their 2006 FIFA World Cup(TM) promotion. Customers have the opportunity to win prizes when using their PayPass-enabled key fob to pay for their purchases. The grand prize is a trip to watch the 2006 FIFA World Cup in Germany.
OTI's extensive experience provides a reliable and cost-effective way to bring contactless solutions to the market in any form factor necessary. OTI's solution meets the stringent security requirements of the payments industry, while also providing the speed and convenience that is essential in contactless transactions. OTI provides a personalization solution, tailored to the special needs of unique form factors.
Taipei Fubon Bank has the largest network of branches among privately owned banks in Taiwan and the highest market share in Greater Taipei.
"OTI brings experience in contactless payment that is second to none. Providing a complete solution, we allow our customers to introduce a cost- effective, reliable and secure solution in short time to market," said Oded Bashan, Chairman, President and CEO of OTI.
To see an image of the key fob, please click here http://www.taipeifubon.com.tw/html/card_news/950503/2006FIFA.htm.
About OTI
Established in 1990, OTI (Nasdaq: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com.
Safe Harbor for Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Whenever we use words such as "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions, we are making forward-looking statements. Because such statements deal with future events and are based on OTI's current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of OTI could differ materially from those described in or implied by the statements in this press release. For example, forward-looking statements include statements regarding our goals, beliefs, future growth strategies, objectives, plans or current expectations. Forward-looking statements could be impacted by market acceptance of new and existing products and our ability to execute production on orders, as well as the other risk factors discussed in OTI's Annual Report on Form 20-F for the year ended December 31, 2004, which is on file with the Securities and Exchange Commission. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. OTI disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise.
OTI Contact: Media Relations
Galit Mendelson Adam Handelsman
Director of Corporate Communications 5W Public Relations
201 944 5200 ext. 111 212 999 5585
galit@otiglobal.com ahandelsman@5wpr.com
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OTI to Present at Morgan Keegan Homeland Security Conference
Monday May 15, 3:00 am ET
FORT LEE, N.J., May 15 /PRNewswire-FirstCall/ -- On Track Innovations Ltd, (OTI) (Nasdaq: OTIV - News), a global leader in contactless microprocessor-based smart card solutions, for homeland security, payments, petroleum payments and other applications, will be presenting at Morgan Keegan Homeland Security Conference to be held at The New York Palace Hotel located at 455 Madison Avenue at 50th Street, New York, NY 10022.
The Conference is being held on Tuesday, May 23, 2006 and Mr. Ohad Bashan, Chief Marketing Officer for OTI, will present from 9:50am to 10:20am, which includes time for questions and answers. Morgan Keegan will also arrange one- on-one meetings with OTI.
On Track Innovations Ltd. (OTI) is a leading contactless smart card solution provider. Applications developed by OTI include product solutions for:
1. SmartID - Homeland security solutions- national ID cards, e-passports
and medical cards.
2. Payments - Cashless solution for small ticket items.
3. EasyFuel - Fuel management and petroleum solution.
This will be an excellent opportunity to meet with Mr. Ohad Bashan and receive an update on OTI's technology.
For further information on Morgan Keegan Homeland Security Conference, please contact Ms. Kay Sowell at Morgan Keegan at 615-665-3623 or e-mail: Kay.Sowell@morgankeegan.com.
About OTI
Established in 1990, OTI (NASDAQ: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com .
OTI Contact: Media Relations:
Galit Mendelson Adam Handelsman
Director of Corporate Communications, OTI 5W Public Relations
201 944 5200 ext. 111 212 999 5585
galit@otiglobal.com ahandelsman@5wpr.com
Source: On Track Innovations Ltd
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Settlement Short Avg Daily Days
Date Interest Share Volume to Cover
May 15, 2006 309,047 95,818 3.23
Apr. 13, 2006 420,463 149,642 2.81
Mar. 15, 2006 463,667 113,850 4.07
Feb. 15, 2006 366,457 180,118 2.03
Jan. 13, 2006 360,444 65,694 5.49
Dec. 15, 2005 329,785 95,161 3.47
Nov. 15, 2005 318,916 82,138 3.88
Oct. 14, 2005 278,100 59,123 4.70
Sep. 15, 2005 300,402 70,206 4.28
Aug. 15, 2005 277,536 126,586 2.19
Jul. 15, 2005 241,340 176,690 1.37
Jun. 15, 2005 192,845 96,362 2.00
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schönes Weekend too
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Tuesday May 30, 4:00 am ET
Revenues up 38% with Gross Profit up 103% Compared to the Same Period Last Year; Positive Cash Flow from Operating Activities
FORT LEE, N.J., May 30 /PRNewswire-FirstCall/ -- On Track Innovations Ltd. (OTI) (Nasdaq: OTIV - News), a global leader in contactless microprocessor-based smart card solutions for homeland security, payments, petroleum payments and other applications, today announced its consolidated financial results for the first quarter ended March 31, 2006.
-- Revenues: $9.06 million, an increase of 38% compared to $6.55 million
in the first quarter last year, including revenues from licensing and
transaction fees of $1.04 million, an increase of 26% from $0.83
million in the first quarter last year.
-- GAAP Gross Profit: $4.48 million, an increase of 103% compared to
$2.20 million in the first quarter of 2005. GAAP gross margin was 49%
compared to 34% in the first quarter of 2005.
-- Non-GAAP Gross Profit: $4.49 million, an increase of 104% compared to
$2.20 million in the first quarter of 2005. Non-GAAP gross margin was
50% compared to 34% in the first quarter of 2005.
-- GAAP Net Loss: $(1.96) million, an increase of 17% compared to $(1.67)
million in the first quarter last year.
-- Non-GAAP Net Loss: $(1.11) million a decrease of 28% compared to
$(1.55) million in the first quarter last year.
-- GAAP Loss per Share: $(0.16), compared to $(0.20) in the first quarter
of 2005.
-- Non-GAAP Loss per Share: $(0.09), compared to $(0.18) for the same
period last year.
-- Cash flow: $0.39 million from operating activities.
Non-GAAP results for the first quarter of 2006 excludes the impact of SFAS 123® and amortization of intangible assets. Non-GAAP results for the first quarter of 2005 excludes amortization of intangible assets. Please see the attached table for a full reconciliation of GAAP to Non-GAAP results.
"We are continuing to execute on our strategy to position ourselves as a leader in our major vertical markets," said Oded Bashan, President and CEO of OTI.
"We generated positive cash flow from operations this quarter, and we strengthened our balance sheet with our cash position reaching $52 million. We are investing in order to be prepared to meet demand as the adoption of contactless solutions accelerates. We continue to pursue a strategy of both internal and external investment to meet these objectives."
Operational Highlights
-- OTI delivers Taipei Fubon Bank key fobs as part of 2006 FIFA World
Cup(TM) promotion. MasterCard® PayPass(TM) contactless payment
featured on a 3-D Soccer Ball key chain
-- OTI acquired InSeal SAS to enhance support of contactless payments
market
-- OTI received Vital Class A approval for Saturn 5000 contactless reader
-- OTI EasyFuel(TM) enters Costa Rica and Peru -- expanding presence in
Latin America
Mr. Bashan continued, "We are pleased with our progress, and all our major programs are on track. Although visibility is low in terms of precise timing of full-scale roll-outs, we believe the key indicators that we have previously announced all remain positive."
Conference call and Webcast Information
The Company has scheduled a conference call and simultaneous Web cast for Tuesday, May 30, 2006, which will be hosted by Oded Bashan, President and CEO, Guy Shafran, CFO, and Ohad Bashan, Chief Marketing Officer and President OTI America, for 10:00 AM EDT to discuss operating results and future outlook. To participate, call: 1-888-858-4723 (U.S. toll free) 1-809-245-917 (Israel toll free) 0-800-180-8316 (Germany toll free) 1-973-935-8508 (standard international) ID Code: OTI Q1 Conference call. To attend the Web cast, use the following links: http://www.otiglobal.com/content.aspx?id=226.
For those unable to participate, the teleconference will be available for replay until midnight June 6th, by calling U.S.: 877-519-4471 or International; 973-341-3080 and entering the PIN number # 7405168 or on the web at: http://www.otiglobal.com/content.aspx?id=226.
Use of Non-GAAP Financial Information
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, OTI uses non-GAAP measures of gross profit, net income and earnings per share, which are adjustments from results based on GAAP to exclude non-cash equity-based compensation charges in accordance with SFAS 123® and amortization of intangible assets. OTI management believes the non-GAAP financial information provided in this release provides meaningful supplemental information regarding our performance and enhances the understanding of the Company's on-going economic performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Management uses both GAAP and non-GAAP information in evaluating and operating the business and as such deemed it important to provide all this information to investors.
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WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13D-2(A)
(AMENDMENT NO. 6)*
ON TRACK INNOVATIONS LTD.
(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.1 PER SHARE
(Title of Class of Securities)
M8791A109
(CUSIP Number)
Oded Bashan
Z.H.R. Industrial Zone
P.O. Box 32, Rosh Pina, Israel 12000
(011) 972-4-686-8000
With copies to:
David P. Stone, Esq. Howard E. Berkenblit, Esq.
Weil, Gotshal & Manges LLP ZAG/S&W LLP
767 Fifth Avenue One Post Office Square
New York, NY 10153 Boston, MA 02109
(212)310-8000 (617)548-9127
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 2006
(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 Rule 13d-l(e), 13d-l(f) or 13d-l(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 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).
(Continued on following pages)
(Page 1 of 7 Pages)
* 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).
-------------------- ------------ -----------------
CUSIP NO. M87991A109 SCHEDULE 13D Page 3 of 7 Pages
-------------------- ------------ -----------------
--------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oded Bashan
--------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
--------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------
7 SOLE VOTING POWER (1)
3,041,512
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER (2)
REPORTING 828,621
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,041,512
--------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)
19.9%
--------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, IN
--------------------------------------------------
(1) Consists of (i) 828,621 Ordinary Shares (as defined herein) held
directly by Mr. Bashan, which includes 15,450 Ordinary Shares held by Mr.
Bashan's wife and (ii) 2,212,891 Ordinary Shares to which Mr. Bashan has (a)
voting power pursuant to the irrevocable proxies granted in connection with the
InSeal Transaction (as defined herein), the Offer (as defined herein), the South
China Transactions (as defined in Amendment No. 5 to this Schedule 13D), and
private placements, and (b) no disposition power.
(2) Consists of 828,621 Ordinary Shares held directly by Mr. Bashan, which
includes 15,450 shares held by Mr. Bashan's wife.
(3) Percentage of beneficial ownership is based on the total number of
outstanding Ordinary Shares, which is 15,251,367.
- 3 -
-------------------- ------------ -----------------
CUSIP NO. M87991A109 SCHEDULE 13D Page 4 of 7 Pages
-------------------- ------------ -----------------
EXPLANATORY NOTE
This Amendment No. 6 (this "Amendment No. 6") amends and supplements the
statement on Schedule 13D (the "Schedule 13D") filed on November 24, 2003, as
amended by that certain Amendment No. 1 filed on January 16, 2004, that certain
Amendment No. 2 filed on June 18, 2004, that certain Amendment No. 3 filed on
September 24, 2004, that certain Amendment No. 4 filed on January 6, 2005, and
that certain Amendment No. 5 filed on December 29, 2005, by Oded Bashan.
Capitalized terms used herein and not otherwise defined herein have the
respective meanings ascribed thereto in the Schedule 13D, as amended to date.
This Amendment No. 6 relates to the Company's Tender Offer Statement on Schedule
TO, filed with the Securities and Exchange Commission on April 12, 2006, as
amended on May 22, 2006, and incorporated herein by reference (the "Offer"), and
to the acquisition of 100% of the share capital of InSeal SAS by the Company as
described below under Item 4.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 3 IS AMENDED TO ADD THE FOLLOWING INFORMATION:
In accordance with the Offer, Mr. Bashan has been granted irrevocable proxies by
67 Holders who accepted the Offer and exercised their Options pursuant to the
Alternative Option Exercise Mechanism ("the Participating Holders") to vote in
his sole discretion all of the Shares held by such Participating Holders. As of
May 30, 2006, the Participating Holders hold 2,843,434 Shares, all of which are
subject to the irrevocable proxies. Mr. Bashan holds the voting power with
respect to such Shares until the sale or transfer of the Shares to a third party
who is not a member of the Holder's immediate family and is not owned or
controlled by Holder or a member of Holder's immediate family, as described in
the Offer documents.
As of May 12, 2006, Mr. Bashan has been granted irrevocable proxies by the
InSeal Shareholders (as defined in Item 4 below), to vote in his sole discretion
all of the InSeal Shares (as defined in Item 4 below) held by the InSeal
Shareholders. As of May 30, 2006, the InSeal Shareholders hold 243,800 InSeal
Shares, all of which are subject to irrevocable proxies.
As of May 30, 2006, Mr. Bashan is the beneficial owner of 3,041,512 Ordinary
Shares of the Company, consisting of (i) 828,621 Ordinary Shares held directly
by Mr. Bashan, which include 15,450 Ordinary Shares held by Mr. Bashan's wife,
and (ii) 2,212,891 Ordinary Shares, to which Mr. Bashan has (a) voting power
pursuant to the irrevocable proxies granted in connection with the InSeal
Transaction (as defined in Item 4 below), the Offer, the South China
Transactions and private placements, and (b) no disposition power.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 IS AMENDED TO ADD THE FOLLOWING INFORMATION:
On April 12, 2006, On Track Innovations Ltd., incorporated in the State of
Israel (the "Company") made an Offer to each of the Company's and the Company's
subsidiaries' employees, and the Company's directors and office holders (the
term "office holder" includes a director, the chief executive officer, the chief
business manager, a vice president and any officer that reports directly to the
chief executive officer, but for purposes of the Offer excluded "External
Directors," as such term is defined in the Israeli Companies Law of 1999) (each
a "Holder") who held outstanding options to purchase an aggregate of 4,485,017
ordinary shares nominal value NIS 0.1 per share, of the Company ("Ordinary
Shares") (the "Options"), which were issued by the Company pursuant to the terms
of the Company's 2001 Share Option Plan or the Company's 1995 Share Option Plan,
which was superseded by the 2001 Share Option Plan, as amended to exercise all
of his or her outstanding Options into such number of Ordinary Shares based on
the Black-Scholes pricing model (the "Alternative Option Exercise Mechanism").
In accordance with the terms of the Offer, each Holder who chose to exercise his
or her Options pursuant to the Alternative Option Exercise Mechanism was
required to sign an irrevocable proxy pursuant to which the voting rights
associated with the shares received by each Holder were granted to the Company's
Chairman, Oded Bashan, until the sale or transfer of the Shares to an
unaffiliated third party. The Offer terminated at midnight, U.S. Eastern time,
on the evening of May 16, 2006.
- 4 -
-------------------- ------------ -----------------
CUSIP NO. M87991A109 SCHEDULE 13D Page 5 of 7 Pages
-------------------- ------------ -----------------
On May 12, 2006, the Company purchased 100% of the share capital of InSeal SAS
(the "InSeal Transaction") for an aggregate of 243,800 Ordinary Shares (the
"InSeal Shares") and warrants to acquire 180,000 Ordinary Shares. The Company
issued the InSeal Shares to Fabien Franceschini, Philippe Freimy, Gilles
Dumortier, Bruno Charrat and Jean-Pierre Enguent (the "InSeal Shareholders") in
connection with the InSeal Transaction. Mr. Bashan was granted irrevocable
proxies with respect to the InSeal Shares by the InSeal Shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5 IS AMENDED TO ADD THE FOLLOWING INFORMATION:
(a) Mr. Bashan beneficially owns 3,041,512 Ordinary Shares of the Company,
which represent approximately 19.9% of the Company's issued and outstanding
Ordinary Shares, consisting of (i) 828,621 Ordinary Shares held directly by Mr.
Bashan, which includes 15,450 held by Mr. Bashan's wife, and (ii) 2,212,891
Ordinary Shares, to which Mr. Bashan has (a) voting power pursuant to the
irrevocable proxies granted in connection with the InSeal Transaction, the
Offer, the South China Transactions and private placements, and (b) no
disposition power.
(b) Mr. Bashan has the sole power to vote 3,041,512 Ordinary Shares, which
he beneficially owns. Mr. Bashan has the sole power to dispose of 828,621
Ordinary Shares, and the InSeal Shareholders, the Participating Holders and
those who hold Ordinary Shares pursuant to the South China Transaction and
private placements have the sole power to dispose of 2,212,891 Ordinary Shares.
(c) Other than the transactions described above in this Item 6, Mr. Bashan
has not engaged in any transactions in the Company's Ordinary Shares during the
past sixty (60) days.
(d) Except for Mr. Bashan, the InSeal Shareholders, the Participating
Holders and those who hold Ordinary Shares pursuant to the South China
Transaction and private placements, no other person is known to have the right
to receive or the power to direct the receipt of distributions from, or the
proceeds from the sale of securities covered by the Schedule 13D as amended by
this Amendment No. 6.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
ITEM 6 IS AMENDED TO ADD THE FOLLOWING INFORMATION:
Each Holder, pursuant to the terms of the Offer, was required to enter into an
irrevocable proxy as a part of the compensatory purpose of the Offer.
Each InSeal Shareholder, pursuant to the terms of the InSeal Transaction, was
required to enter into an irrevocable proxy as part of the consideration given
to the Company.
- 5 -
-------------------- ------------ -----------------
CUSIP NO. M87991A109 SCHEDULE 13D Page 6 of 7 Pages
-------------------- ------------ -----------------
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
ITEM 7 IS AMENDED TO ADD THE FOLLOWING INFORMATION:
The following documents are filed as exhibits hereto:
Exhibit 1. Form of Irrevocable Proxy (filed as
Exhibit (a)(1)(D) to the Company's Tender
Offer Statement on Schedule TO, filed with
the Securities and Exchange Commission on
April 12, 2006, as amended, and incorporated
herein by reference).
Exhibit 2. Form of Irrevocable Proxy - InSeal Transaction.
- 6 -
-------------------- ------------ -----------------
CUSIP NO. M87991A109 SCHEDULE 13D Page 7 of 7 Pages
-------------------- ------------ -----------------
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.
Dated: May 30, 2006
By: /s/ Oded Bashan
-------------------
Oded Bashan
- 7 -
EXHIBIT 2
IRREVOCABLE PROXY
The undersigned, shareholder ("SHAREHOLDER") of On Track Innovations Ltd., an Israeli company (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints Oded Bashan and/or anyone Oded Bashan so appoints and/or anyone to whom this Proxy is so assigned (without the need to obtain the undersigned's consent), as the sole attorneys-in-fact and proxies of the undersigned with full power of substitution and re-substitution, to vote and exercise all voting and related rights with respect to, and to grant consent or approval in respect of (in each case, to the full extent that the undersigned is entitled to do so), all of the ordinary shares nominal value NIS 0.1 per share, of the Company issued to the undersigned out of Aggregate Share Consideration and pursuant to a certain Share Contribution Agreement by and between the undersigned, the Company and others dated May 11, 2006 (the "SHARE CONTRIBUTION AGREEMENT"), reflecting ___________ ordinary shares nominal value NIS 0.1 per share, of the Company ("SHARES"), as of the Closing Date (adjusted to reflect any combination or split of share capital or alike events). Capitalized terms used and not defined herein have the meanings assigned to them in the Share Contribution Agreement.
Any and all prior proxies heretofore given by the undersigned with respect to any of the Shares are hereby revoked and the undersigned hereby covenants and agrees not to grant any subsequent proxies with respect to any Shares.
This Proxy is irrevocable (to the fullest extent permitted by law) and is granted as part of the Share Contribution Agreement.
The attorneys-in-fact and proxies named above are hereby authorized and empowered by the undersigned to act as the undersigned's attorney-in-fact and proxy to vote the Shares and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special, adjourned or postponed meeting of the shareholders of the Company and in every written consent in lieu of such meeting until the sale or transfer of the Shares by the undersigned to an unaffiliated third party (the "TERMINATION DATE"). Immediately following the Termination Date, the attorneys-in-fact and proxies named above may not exercise this Proxy with respect to any matter.
Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.
In the event the Shareholder is or shall become an officer or director of the Company, nothing in this Proxy shall be construed as preventing or otherwise affecting any actions taken by Shareholder in his or her capacity as an officer or director of the Company or in any of its subsidiaries or from fulfilling the obligations of such office (including without limitation, the performance of obligations required by the fiduciary obligations of Shareholder acting solely in his or her capacity as an officer or director).
This Proxy shall terminate, and be of no force or effect, immediately following the Termination Date.
Date: May 11, 2006 __________________________________
Signature
__________________________________
Print Name
___________________________________
___________________________________
Address
Optionen
0
0
Diese Zeilen habe ich im Jahresbericht 2005 gefunden.Danach sind 15.251.367 Aktien ausgegeben von 30.000.000 M Stück. So liegt dann der Preis doch wohl ein bis'chen höher.
mfG edugat
Description of Ordinary Shares
As of May 22, 2006, our authorized share capital consists of 30,000,000 ordinary shares, nominal value of NIS 0.1 per share, of which 15,251,367 were issued and outstanding.
The ownership or voting of ordinary shares by non-residents of Israel is not restricted in any way by our articles of association or the laws of the State of Israel, except that nationals of countries which are in a state of war with Israel might not be recognized as owners of ordinary shares.
Optionen
0
LAKS Introduces Watch to Double as a Payment Device Using MasterCard® PayPass?
(Vienna, 2 June 2006) - Austrian watchmaker LAKS, which has often caused a sensation in the past with its innovative products, has introduced a breakthrough product for cashless transactions. Its latest development, the LAKS SmartTransaction Watch?, is the world´s first watch equipped with MasterCard® PayPass?, a new contactless payment feature that provides consumers with a fast and convenient alternative to cash for their everyday small purchases.
http://www.itnews.it/risorse/EuroNews,Zj0xMzg4NDIw
LAKS INTRODUCES WATCH TO DOUBLE AS A PAYMENT DEVICE USING MASTERCARD(R) PAYPASS(TM)
02-06-2006 08:00
VIENNA, Austria, June 2 /PRNewswire/ -- Austrian watchmaker LAKS, which has often caused a sensation in the past with its innovative products, has introduced a breakthrough product for cashless transactions. Its latest development, the LAKS SmartTransaction Watch(TM), is the world's first watch equipped with MasterCard(R) PayPass(TM), a new "contactless" payment feature that provides consumers with a fast and convenient alternative to cash for their everyday small purchases.
MasterCard PayPass offers consumers a convenient alternative to cash that allows for small purchases to be completed quickly, securely and easily. Consumers no longer need to fumble for cash and coins, swipe a card, or sign a receipt for any PayPass purchase under USD 25,- (over USD 25,- signature and receipt are required). Users simply tap their PayPass-enabled card or device, such as these watches, on the PayPass reader at participating merchants and they are on their way.
LAKS CEO Lucas Scheybal sets out to spot international trends early on and incorporate them in lifestyle accessories. In his words: "The invention of the LAKS SmartTransaction Watch(TM), equipped with MasterCard PayPass, has once again put LAKS a step ahead of the game. To obtain compliance with MasterCard PayPass specifications, we built high security specifications into an analog watch. Our watches are now set to enter one of the most exciting markets of the future."
Launched in line with the upcoming 2006 FIFA World Cup(TM) in Germany, the watch has been created in collaboration with Chinatrust Commercial Bank, one of the largest credit card issuers in Taiwan, LAKS GmbH, a well-known Austrian watchmaker and On Track Innovations Ltd. (OTI) (NASDAQ: OTIV), a global leader in contactless microprocessor-based smart card solutions.
LAKS has produced these "wrist-worn payment devices" on behalf of Chinatrust. The limited edition Chinatrust 2006 FIFA World Cup(TM) MasterCard PayPass watch is being issued as a companion device to MasterCard credit cards and has been designed in celebration of the FIFA World Cup. The watch has a sporty exterior that showcases soccer ball images on its face and will be offered to consumers in three vibrant colors - green, blue and orange.
LAKS founded 1986 by Lucas Scheybal, and is a true family firm. Quality is the key to success for LAKS - only finest materials are used. The company's engineers are involved in every stage of the development process from the technologically advanced designs through to the production of flawless watches.
LAKS Technological Breakthroughs:
- LAKS Collection - from Klimt to payment cards
- LAKS Memory - forget old-style USB memory sticks!
- LAKS Memory Music - your favorite songs on your wrist
- LAKS Smart Transaction Watch - payment card on your wrist
Contact: +4317991585 Bettina Gottfried
www.LAKS.com/project/paypass
Optionen
1
OTI Awarded Mass Transit Ticketing Project to Supply Cards for Israel's Mass Transit System
Tuesday June 6, 3:00 am ET
FORT LEE, N.J., June 6 /PRNewswire-FirstCall/ -- On Track Innovations Ltd, (OTI) (Nasdaq: OTIV - News), a global leader in contactless microprocessor-based smart card solutions, for homeland security, payments, petroleum payments and other applications, today announced that OTI has been awarded a contract for supplying Calypso compliant contactless smart cards for payment in public transportation in Israel. The contract was awarded by the Ministry of Transportation of the State of Israel and managed by Adalya Economic Consulting Ltd., a private economic consulting firm.
ADVERTISEMENT
Israel's Ministry of Transportation is launching a new card that allows travelers to use one card for payment on multiple public transportation operators -- buses, train and light rail.
Calypso is an electronic ticketing standard for the mass transit marketing. It enables to support multiple applications on one card. The mass transit ticketing solution is one of OTI's payment products where OTI provides solutions for both cards and readers.
Oded Bashan, Chairman, President & CEO of OTI commented: "Opportunities in the contactless payments market are growing rapidly. We are looking forward to providing with the Ministry of Transportation an optimal solution to improve the consumers' payment experience in mass transit."
About OTI
Established in 1990, OTI (Nasdaq: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com.
Safe Harbor for Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Whenever we use words such as "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions, we are making forward-looking statements. Because such statements deal with future events and are based on OTI's current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of OTI could differ materially from those described in or implied by the statements in this press release. For example, forward-looking statements include statements regarding our goals, beliefs, future growth strategies, objectives, plans or current expectations. Forward-looking statements could be impacted by market acceptance of new and existing products and our ability to execute production on orders, as well as the other risk factors discussed in OTI's Annual Report on Form 20-F for the year ended December 31, 2005, which is on file with the Securities and Exchange Commission. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. OTI disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise.
OTI Contact: Media Relations
Galit Mendelson Adam Handelsman
Director of Corporate Communications 5W Public Relations
201 944 5200 ext. 111 212 999 5585
galit@otiglobal.com ahandelsman@5wpr.com
Optionen
1
Date Interest Share Volume to Cover
Jun. 15, 2006 450,723 95,261 4.73
May 15, 2006 309,047 95,818 3.23
Apr. 13, 2006 420,463 149,642 2.81
Mar. 15, 2006 463,667 113,850 4.07
Feb. 15, 2006 366,457 180,118 2.03
Jan. 13, 2006 360,444 65,694 5.49
Dec. 15, 2005 329,785 95,161 3.47
Nov. 15, 2005 318,916 82,138 3.88
Oct. 14, 2005 278,100 59,123 4.70
Sep. 15, 2005 300,402 70,206 4.28
Aug. 15, 2005 277,536 126,586 2.19
Jul. 15, 2005 241,340 176,690 1.37
