Explanatory Note
This Schedule 13D (“Schedule 13D”) relates to shares of Ordinary Shares, NIS 0.10 par value per share (“Common Stock”), of On Track Innovations, Ltd., an Israel corporation (the “Issuer”). This statement is being filed by Jerry Lafe Ivy, Jr. (“Mr. Ivy”) and Marlene V. Ivy (“Mrs. Ivy” and collectively, the “Reporting Persons”).
Item 4.
Purpose of Transaction
As previously reported by the Issuer, on December 30, 2012, shareholders of the Issuer elected as directors all of the individuals Mr. Ivy had proposed as directors.
Mr. Ivy intends to engage in dialogue with the new directors and management of the Issuer to monitor developments at the Issuer and discuss his ideas and express his concerns with respect to the Issuer’s strategy and plans for increasing shareholder value and other matters that he deems relevant to his investment in the Issuer. Mr. Ivy may also, from time to time, discuss these matters with other shareholders.
Except as set forth in this Item 4, as amended, Mr. Ivy has no other plans or proposals with respect to the Issuer, including any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 7.
Material to Be Filed as Exhibits
99.1
Joint Filing Agreement dated March 2, 2012 (incorporated herein by reference to Exhibit 99.1 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on March 2, 2012)
99.2
Power of Attorney dated October 5, 2012 (incorporated herein by reference to Exhibit 99.2 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on October 8, 2012)
99.3
Letter to Shareholders of On Track Innovations LTD. dated October 18, 2012 (incorporated herein by reference to Exhibit 99.3 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on October 8, 2012)
99.4
Letter to Board of Directors of On Track Innovations LTD. dated October 19, 2012 from Jerry L. Ivy, Jr. (incorporated herein by reference to Exhibit 99.4 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on October 22, 2012)
99.5
Letter to Board of Directors of On Track Innovations LTD dated November 23, 2012 from Aya Ben David Ashbel, Herzog Fox & Neeman, counsel to Jerry L. Ivy, Jr., withdrawing Mr. Ivy’s request for a shareholder meeting (incorporated herein by reference to Exhibit 99.5 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on November 27, 2012)
99.6
Letter to Jerry L. Ivy, Jr. dated November 23, 2012 from Mr. Arie G. Rubinstein, General Counsel and Company Secretary, On Track Innovations LTD, regarding the shareholder meeting scheduled for December 30, 2012 (incorporated herein by reference to Exhibit 99.6 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on November 27, 2012)
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Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 10, 2013
/s/ Jerry L. Ivy, Jr.
/s/ Marlene V. Ivy*
Jerry L. Ivy, Jr.
Marlene V. Ivy
* By Jerry L. Ivy, Jr., Attorney in Fact
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