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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
RADA ELECTRONIC INDUSTRIES LIMITED
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(Name of Issuer)
Ordinary Shares, Par Value NIS .002 Per Share
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(Title of Class of Securities)
750115305
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(CUSIP Number)
Robert T. Burke
Mandel Buder & Verges
101 Vallejo Street
San Francisco, CA 94111
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
November 26, 1997
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-(b) (3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should 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 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. 750115305 SCHEDULE 13D PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Horsham Enterprises Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,598,665
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,089,215
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,598,665
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.6%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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This Amendment amends Items 4, 5, 6 and 7 of the Statement on Schedule 13D
filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities
and Exchange Act of 1934, as amended, by Horsham Enterprises Limited, a British
Virgin Islands corporation ("Horsham") on or about June 12, 1997, as amended by
a Schedule 13D (A-1) filed on or about June 18, 1997, a Schedule 13D (A-2) filed
on or about July 30, 1997, and a Schedule 13D (A-3) filed on or about August 14,
1997 (collectively, the "Schedule 13D"), relating to the Ordinary Shares, par
value NIS .002 per share (the "Ordinary Shares"), of Rada Electronic Industries
Limited, an Israeli corporation ("Rada"), by amending such items as set forth
below.
ITEM 4: PURPOSE OF THE TRANSACTION.
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Item 4 of the Schedule 13D is amended to disclose the following:
Horsham has entered into a Shareholders' Agreement (the "Shareholders'
Agreement"), dated as of November 26, 1997, with Haim Nissenson of 12 Medinat
Hayeudim Hertzliya B 46120 Israel ("Nissenson") and Yair Grinberg of 12 Medinat
Hayeudim B 46120 Israel ("Grinberg"). Pursuant to the Shareholders' Agreement,
the parties thereto agree, among other things, to pool together the voting
rights conferred by the Ordinary Shares held by each of them respectively, so
that at any general meeting of Rada, whether annual, ordinary or extraordinary,
the parties to the Shareholders' Agreement, or their proxies, shall vote in all
matters according to the recommendations of the Board of Directors (the "Board")
of Rada.
The purpose of the parties in entering into the Shareholders' Agreement is
to exercise their voting rights to the best of their judgment in the interests
of Rada with a view to ensuring, among other things: (i) that Rada's affairs
will be properly managed; (ii) that Rada will adopt a dividend policy whereby an
annual distribution of dividends will be assured, provided that the Board, at
its full discretion, deems Rada has sufficient cash available to distribute such
dividends; and (iii) that any new research and development of a new product or
plan will not be carried out without the prior express approval of the Board.
The Shareholders' Agreement further provides that Horsham is entitled to
have two of its nominees as members of the Board of Rada and that the parties to
the Shareholders' Agreement will take all measures in order to achieve such an
election. Effective September 1997, Mr. Adrian Berg was elected a member of the
Board of Directors of Rada at the behest of Horsham. Mr. Berg and Mr. Roy K.C.
Chan have been nominated as candidates for election to the Board of Directors of
Rada at Rada's 1997 annual meeting of shareholders (the "1997 Annual Meeting").
Additionally, the Shareholders' Agreement provides that the parties thereto will
make their best efforts to ensure that Rada will engage Messrs. Howard Yeung
and Kenneth Yeung as Rada's business consultants in the Far East and that Rada
will grant to each of Howard Yeung and Kenneth Yeung an option to purchase, by
way of allotment, thirty thousand (30,000) Ordinary Shares at a discount of
twenty percent (20%) of the average closing bid price of the Ordinary Shares on
the five (5) trading days immediately preceding the date of the grant of the
relevant option. These options have not yet been granted.
1.
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A copy of the Shareholders' Agreement is attached as Exhibit 4 to this
statement and is incorporated herein by reference. The description of the
Shareholders' Agreement herein is not complete and is qualified in its entirety
by reference to the Shareholders' Agreement.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
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Item 5 of the Schedule 13D is amended by adding the following to the disclosures
already made under the indicated subparagraphs of the Schedule 13D:
(a) Without initially taking account of the Shareholders' Agreement discussed
in Item 4 above, Horsham is the beneficial owner of 2,089,215 Ordinary
Shares, representing 15.8% of the outstanding Ordinary Shares; Nissenson
is the beneficial owner of 333,450 Ordinary Shares, representing 2.5% of
the outstanding Ordinary Shares; and, Grinberg is the beneficial owner of
176,000 Ordinary Shares, representing 1.3% of the outstanding Ordinary
Shares. As a consequence of the Shareholders' Agreement, Horsham has the
shared power to vote or direct the voting of all Ordinary Shares
beneficially owned by Horsham; additionally, Horsham has the shared power
to vote or direct the voting of all Ordinary Shares beneficially owned by
Nissenson and by Grinberg. Consequently, Horsham has the shared power to
vote or direct the voting of 2,598,665 Ordinary Shares, representing
19.6% of the outstanding Ordinary Shares. Horsham has the sole power to
dispose of or direct the disposition of all Ordinary Shares owned by
Horsham. All share totals are as of October 1, 1997, adjusted as provided
by Rule 13d-3. Percentages are based on 13,248,514 shares outstanding as
of October 1, 1997.
(b) See Item 5(a) above.
(c) See Item 5(a) above.
(d) See Item 4 above.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Item 6 of the Schedule 13D is amended to disclose the following:
See Item 4 for a description of the Shareholders' Agreement. See Item 7 for
exhibit references to the Shareholders' Agreement.
ITEM 7: EXHIBITS.
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Item 7 of the Schedule 13D is amended to disclose the following:
4. Shareholders' Agreement, made and entered into on the 26th day of
November 1997, among and between Horsham Enterprises Limited of Columbus
Centre Building, Wickams Cay, Road Town, Tortola, British Virgin Islands,
Haim Nissenson of 12
2.
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Medinat Hayeudim Hertzliya B 46120 Israel and Yair Grinberg of 12 Medinat
Hayeudim Hertzliya B 46120 Israel.
SIGNATURE
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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.
December 3, 1997
Horsham Enterprises Limited
/s/ Roy K.C. Chan
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By: Roy K.C. Chan, Managing Director
EXHIBIT INDEX
Exhibit
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Exhibit 4 Shareholders' Agreement, made and entered into on the 26th day of
November 1997, among and between Horsham Enterprises Limited of
Columbus Centre Building, Wickams Cay, Road Town, Tortola,
British Virgin Islands, Haim Nissenson of 12 Medinat Hayeudim
Hertzliya B 46120 Israel and Yair Grinberg of 12 Medinat Hayeudim
Hertzliya B 46120 Israel.
3.
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EXHIBIT 4
SHAREHOLDERS AGREEMENT
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Made and entered into on the 26th day of November 1997, among and between
Horsham Enterprises Limited ("Horsham") of Columbus Centre Building, Wickams
Cay, Road Town, Tortola, British Virgin Islands, Haim Nissenson of 12 Medinat
Hayaudim Hertzliya B 46120 Israel ("Nissenson") and Yair Grinberg of 12 Medinat
Hayaudim Hertzliya B 46120 Israel ("Grinberg").
WHEREAS: The parties hereto are shareholders in Rada Electronics Enterprises
Limited ("Rada"); and
WHEREAS: The parties hereto are desirous of entering into this Agreement in
order to ensure the continuity and stability of the business of Rada
and the good management and operation of its affairs,
NOW THEREFORE IN CONSIDERATION of the MUTUAL COVENANTS and ON THE TERMS AND
CONDITIONS HEREINAFTER APPEARING, THE PARTIES HERETO AGREE as follows:
1. The parties hereto hereby agree to pool together the voting rights
conferred by the shares held by them respectively so that at any general
meeting of Rada, whether annual, ordinary or extraordinary, the parties, or
their proxies, shall vote in all matters according to the recommendations
of the Board.
2. The parties hereby acknowledge that they will exercise the voting rights as
aforesaid to their best judgment in the interests of Rada with a view to
achieve, inter alia;
(a) that Rada's affairs will be properly managed;
(b) that Rada will adopt a dividend policy whereby an annual distribution
of dividend will be assured provided that the Board, at its full
discretion, deems Rada has enough cash available to enable it to
distribute such dividends.
(c) that any new research and development of new product or plan shall not
be carried out without the prior express approval of the Board of
Directors.
3. It is hereby further agreed that Horsham shall be entitled to have at any
one time two of its nominees as Directors in Rada. The parties hereto
shall take all measures in order to achieve such election.
4. The parties hereto shall make their best endeavors to achieve that Rada
shall engage Messrs. Howard Yeung and Kenneth Yeung as Rada's business
consultants in the Far East and that each of them shall be granted by Rada
an option to purchase, by way of allotment, 30,000 shares in Rada at a
discount of 20% of the Market Price (as hereinafter
1.
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defined) of Rada's shares on the date of grant of the relevant option. Such
options shall be valid for a period of 10 years.
For the purpose of this Section 4, "Market Price" shall mean the average
closing bid price of Rada's shares on the five (5) trading days immediately
preceding the date of grant of the relevant option.
5. The parties hereby confirm that neither of them shall be liable for any
error of judgment nor for any act or omission, nor for anything which it
may do or refrain from doing in good faith, nor shall it bear any
accountability hereunder except for wilful misconduct.
6. This Agreement shall be governed by, and construed in accordance with,
Israeli law and the parties hereto hereby agree to the jurisdiction of the
competent Courts of the City of Tel-Aviv.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS AS OF
THE DAY AND YEAR FIRST ABOVE WRITTEN.
HORSHAM ENTERPRISES LTD. Haim Nissenson Yair Grinberg
/s/ Roy K.C. Chan /s/ Haim Nissenson /s/ Yair Grinberg
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2.
