<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
ORBIT/FR, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
685929101
(CUSIP Number)
December 31, 1999
(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)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
(1) 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).
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CUSIP NO. 685929101 13G/A PAGE 1 OF 7 PAGES
NAME OF REPORTING PERSON
1 IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Orbit-Alchut Technologies, Ltd
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2
(b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Israel
SOLE VOTING POWER
5
(see Item 4)
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY (see Item 4)
OWNED BY
EACH SOLE DISPOSITIVE POWER
REPORTING 7
PERSON (see Item 4)
WITH
SHARED DISPOSITIVE POWER
8
(see Item 4)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,700,000 (see Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
60.7% (see Item 4)
TYPE OF REPORTING PERSON*
12
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 685929101 13G/A PAGE 2 OF 7 PAGES
NAME OF REPORTING PERSON
1 IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Shulamit Stein Properties (Holding) Ltd.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2
(b) [X]
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Israel
SOLE VOTING POWER
5
(see Item 4)
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY (see Item 4)
OWNED BY
EACH SOLE DISPOSITIVE POWER
REPORTING 7
PERSON (see Item 4)
WITH
SHARED DISPOSITIVE POWER
8
(see Item 4)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,700,000 (see Item 4)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[ ]
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
60.7% (see Item 4)
TYPE OF REPORTING PERSON*
12
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 685929101 13G/A PAGE 3 OF 7 PAGES
NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
Shulamit Stein
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2
(b) [X]
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Israel
SOLE VOTING POWER
5
(see Item 4)
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY (see Item 4)
OWNED BY
EACH SOLE DISPOSITIVE POWER
REPORTING 7
PERSON (see Item 4)
WITH
SHARED DISPOSITIVE POWER
8
(see Item 4)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,700,000 (see Item 4)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[ ]
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
60.7% (see Item 4)
TYPE OF REPORTING PERSON*
12
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 685929101 13G/A PAGE 4 OF 7 PAGES
NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
Zeev Stein
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2
(b) [X]
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Israel
SOLE VOTING POWER
5
(see Item 4)
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY (see Item 4)
OWNED BY
EACH SOLE DISPOSITIVE POWER
REPORTING 7
PERSON (see Item 4)
WITH
SHARED DISPOSITIVE POWER
8
(see Item 4)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,700,000 (see Item 4)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[ ]
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
60.7% (see Item 4)
TYPE OF REPORTING PERSON*
12
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 685929101 13G/A PAGE 5 OF 7 PAGES
Item 1(a) Name of Issuer:
Orbit/FR, Inc. (the "Issuer")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
506 Prudential Road
Horsham, PA 19044
ITEM 2(a) NAME OF PERSON FILING:
(i) Orbit-Alchut Technologies, Ltd. ("Alchut")
(ii) Shulamit Stein Properties (Holding) Ltd. ("Holding"):
principal shareholder of Alchut
(iii) Shulamit Stein: principal shareholder of Holding
(iv) Zeev Stein: Chairman of the Board of Alchut
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Orbit-Alchut Technologies, Ltd.
18 Hakadar/Industrial Zone
P.O.Box 3171
Netanya 42131
Israel
ITEM 2(c) PLACE OF ORGANIZATION OR CITIZENSHIP:
(i), (ii), (iii) & (iv): Israel
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share ("Common Stock")
ITEM 2(e) CUSIP NUMBER:
685929101
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable
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CUSIP NO. 685929101 13G/A PAGE 6 OF 7 PAGES
ITEM 4 OWNERSHIP.
Alchut beneficially owns 3,700,000 shares, or 60.7%, of the Issuer.
Shulamit Stein, Zeev Stein, the Chairman of the Board of the Issuer,
and their families, through their beneficial ownership of Holding,
beneficially own approximately 57% of the outstanding shares of Alchut,
and therefore may be deemed, for purposes of Rule 13d-3 under the 1934
Act, to beneficially own the securities of the Issuer held by Alchut.
As a member of the Board of Directors of Alchut, Zeev Stein share the
power to vote/direct the vote of Alchut and the power to dispose/direct
the disposition of the stock of the Issuer by Alchut. Alchut, Holding,
Shulamit Stein and Zeev Stein are of the view that they are not acting
as a "group" for purposes of Section 13(d) under the 1934 Act and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities held by any of them.
<TABLE>
<S> <C> <C> <C> <C>
(a) Amount Beneficially Owned: 3,700,000
(b) Percent of Class: 60.7%
(c) Number of shares of Common Stock as to which such person has:
(i) sole power to vote or to direct the vote
(i) Alchut 3,700,000
(ii) Holding -0-
(iii) Shulamit Stein -0-
(iv) Zeev Stein -0-
(ii) shared power to vote or to direct the vote
(i) Alchut -0-
(ii) Holding 3,700,000
(iii) Shulamit Stein 3,700,000
(iv) Zeev Stein 3,700,000
(iii) sole power to dispose or to direct the disposition
of:
(i) Alchut 3,700,000
(ii) Holding -0-
(iii) Shulamit Stein -0-
(iv) Zeev Stein -0-
(iv) shared power to dispose or to direct the disposition
of:
(i) Alchut -0-
(ii) Holding 3,700,000
(iii) Shulamit Stein 3,700,000
(iv) Zeev Stein 3,700,000
</TABLE>
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CUSIP NO. 685929101 13G/A PAGE 7 OF 7 PAGES
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.
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.
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: February 11, 2000
Orbit-Alchut Technologies, Ltd.
By: / s / Zeev Stein
-------------------------------------
Zeev Stein, Chairman
Shulamit Stein Properties (Holding) Ltd.
By: / s / Shulamit Stein
-------------------------------------
Shulamit Stein, Chairman
/ s / Zeev Stein
-----------------------------------------
Zeev Stein
/ s / Shulamit Stein
-----------------------------------------
Shulamit Stein
