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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Camtek Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 0.01 per share
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(Title of Class of Securities)
M207 91 105
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(CUSIP Number)
Yotam Stern
P.O. Box 631
Midgal Haemek, 10556
Israel
(011) 972-6-654-4300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 28, 2000 through October 13, 2000
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(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-1(e), Rule 13d-1(f) or Rule 13d-1(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 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).
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Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
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CUSIP NO. M207 91 105
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1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only)
Yotam Stern
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_|
(b) |_|
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3. SEC Use only
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4. Source of funds (See Instructions) PF
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5. Check if disclosure of Legal Proceedings Is Required NA
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization Israel
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Number of 7. Sole Voting Power 63,000
Shares ------------------------------------------------------------------
Beneficially 8. Shared Voting Power 15,020,002
Owned by ------------------------------------------------------------------
Each 9. Sole Dispositive Power 63,000
Reporting ------------------------------------------------------------------
Person With: 10. Shared Dispositive Power 15,020,002
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 15,083,002
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) .29%
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14. Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer. This statement on Schedule 13D relates to the
Ordinary Shares, par value NIS 0.01 per share (the "Issuer Shares"), of Camtek
Ltd., an Israeli corporation (the "Issuer"). The principal executive offices of
the Issuer are located at Industrial Zone, P.O. Box 631 Migdal Haemek, Israel
10556.
Item 2. Identity and Background.
(a) This statement is being filed by Yotam Stern. Mr. Stern's business address
is Industrial Zone, P.O. Box 631 Migdal Haemek, Israel 10556. Mr. Stern is the
Chief Financial Officer of the Issuer. During the past five years Mr. Stern has
not been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Mr. Stern was
or is subject to a judgment, decree or final order enjoining future violations
of or prohibiting or mandating activity subject to Federal or State securities
laws or finding any violation with respect to such laws. Mr. Stern is a citizen
of the State of Israel.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used to purchase the Ordinary Shares was personal. The
amount of funds used to purchase the Ordinary Shares purchased as described in
Item 5 below was $413,950.
Item 4. Purpose of Transaction.
(a) This statement relates to the purchase of additional Issuer Shares by Yotam
Stern as detailed in Item 5(c) below, for investment purposes. Mr. Stern may
make future purchases or dispositions of the Issuer Shares from time to time.
Decisions with respect to future purchases or dispositions would be based on a
number of factors, including general economic conditions and business factors,
market conditions generally and the market price of the Issuer's shares.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
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Item 5. Interest in Securities of the Issuer
(a) PCB Ltd. beneficially owns 15,020,002 Issuer Shares and acquired such Issuer
Shares prior to July 28, 2000, when the Issuer completed its initial public
offering of Issuer Shares and caused the Issuer Shares to be registered under
the Securities Exchange Act of 1934, as amended. Mr. Stern may be deemed to
share the power to vote and dispose of the Issuer Shares held by PCB Ltd. as a
result of the agreements described in Item 6 below. In addition, Mr. Stern
directly owns 63,000 Ordinary Shares of Camtek Ltd. as a result of the
transactions stated in Item 5(c) below. As a result of the foregoing, Mr. Stern
beneficially owns a total of 15,083,002 Issuer Shares representing 68.3% of the
total outstanding Issuer Shares.
(b) Yotam Stern has the sole power to vote 63,000 Ordinary Shares and the shared
power to vote 15,020,002 Ordinary Shares mentioned in paragraph (a) above. Mr.
Stern shares voting power over his 15,020,002 Ordinary Shares with Rafi Amit,
Itzhak Krell and several other individuals.
Rafi Amit's business address is Industrial Zone, P.O. Box 631 Migdal Haemek,
Israel 10556. Mr. Amit is the General Manager of the Issuer. During the past
five years, Mr. Amit has not been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which Mr. Amit was or is subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activity subject to
Federal or State securities laws or finding any violation with respect to such
laws. Mr. Amit is a citizen of the State of Israel.
Itzhak Krell's business address is 11/27 Mandel Singer St., Haifa, Israel [Zip
Code]. Mr. Krell is a technician at PCB Ltd. During the past five years, Mr.
Krell has not been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
Mr. Krell was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activity subject to Federal or
State securities laws or finding any violation with respect to such laws. Mr.
Krell is a citizen of the State of Israel.
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(c) Yotam Stern acquired Issuer Shares in the open market on the Nasdaq National
Market as follows:
Date Number of Shares Acquired Price per share
---- ------------------------- ---------------
July 28, 2000 8,000 $4.8847
August 4, 2000 10,000 $6.6382
September 27, 2000 10,000 $8.3291
October 9, 2000 5,000 $7.014
October 11, 2000 10,000 $6.6144
October 13, 2000 20,000 $6.1993
(d) PCB Ltd. would have the right to receive and the power to direct the receipt
of dividends from, or the proceeds from the sale of the Issuer Shares held by
PCB Ltd., subject, if applicable, to the agreements described in Item 6 below.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
15,020,002 Issuer Shares are held by PCB Ltd. Certain shareholders of PCB Ltd.
are parties to the following agreements.
Pursuant to a voting agreement between Yotam Stern, Rafi Amit, Itzhak Krell and
several other individuals (the "Signatories"), the Signatories agreed to vote
jointly and in a uniform manner in general meetings. A decision by the
Signatories regarding the voting of their shares will be determined by simple
majority according to their individual ownership interests in PCB Ltd. Messrs.
Stern, Amit and Krell own a majority of such shares.
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Page 7 of 7
Other than the above mentioned voting agreement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between Yotam
Stern and between any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, of the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Contract dated March 29, 1992
Exhibit 99.2 Contract dated September 27, 1993
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
November 15, 2000
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Date
/s/ Yotam Stern
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Signature
Yotam Stern, Chief Financial Officer
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Name/Title
