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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
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
(415) 781-4400
(Name, Address and Telephone Number Persons Authorized to Receive Notices and
Communications)
March 9, 1999 and July 15, 1999
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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-1(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 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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SCHEDULE 13D
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CUSIP NO. 750115305 PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Howard P.L. Yeung
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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
PF
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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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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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SOLE VOTING POWER
7
NUMBER OF 5,079,270
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,079,270
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,079,270
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.0%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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This Amendment amends Items 3, 4, 5, and 7 of the Statement on Schedule 13D
filed by Howard P.L. Yeung, an individual residing in Hong Kong ("Yeung"), on
June 8, 1998, 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 3: SOURCE OF FUNDS
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Item 3 of the Schedule 13D is amended by adding the following to the
disclosure already made under such item:
The source of the purchase price for the Ordinary Shares purchased by Yeung
in the Private Placement described under Item 5(c) below was personal funds of
Yeung. The source of the loan that was the subject of the Debt-to-Equity
Conversion described under Item 5(c) below was personal funds of Yeung.
ITEM 4: PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is amended by adding the following to the
disclosure already made under such item:
Although Yeung's primary reason for acquiring the Ordinary Shares in the
Private Placement and the Debt-to-Equity Conversion (as defined in Item 5(c)
below) has been, and remains, to make a profit on such investment, and while
Yeung has no specific plans or proposals that relate to or would result in any
of the events described in subsections (a) through (c) and (e) through (j) of
Item 4, Yeung, as a major shareholder of Rada, is in a position to exert
influence over Rada's corporate strategy and the decisions made by Rada's
management. In addition, Yeung owns fifty percent of the outstanding stock of
Horsham Enterprises Limited, a British Virgin Islands corporation ("Horsham").
Horsham has taken certain actions not ordinarily taken by purely passive
investors (see Amendment No. 5 to Horsham's Schedule 13D filed on the same date
as this Amendment).
On July 15, 1999, at the request of management of Rada, Yeung wrote a
letter to Rada, which Yeung understood would be presented to Rada's auditors in
connection with their review of Rada's 1998 financial statements. By such
letter, a copy of which is attached hereto as an Exhibit, Yeung indicated that
he was prepared to give favorable consideration to further investing in Rada, in
light of the circumstances then existing; however, the letter stated that it was
not intended to indicate that Yeung would be obligated to make an investment
under all circumstances. A similar letter was sent to Rada on the same date by
Horsham.
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
disclosure already made under the indicated subparagraphs of Item 5:
(a) As a result of the transactions described in subparagraph (c) below,
Yeung owns directly 4,539,270 Ordinary Shares, representing approximately 21.0%
of the outstanding Ordinary Shares. If Yeung were to exercise the Warrants
previously reported, he would own 5,079,270 Ordinary Shares, representing
approximately 23.0% of the outstanding Ordinary Shares. These percentages are
based on 16,328,000 Ordinary Shares issued and outstanding as of December 31,
1998, according to Rada's Form 20-F dated July 15, 1999, in addition to the
issuance of 3,400,000 Ordinary Shares in March of 1999, and the issuance of
1,848,000 Ordinary Shares as partial payment for outstanding debt in June of
1999, for a total of 21,576,000
1
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issued and outstanding Ordinary Shares as of the date hereof, to the best
knowledge and belief of Yeung (any percentages shown above that assume exercise
of the Warrants previously reported include the number of Ordinary Shares
acquired thereby in the total number of outstanding Ordinary Shares).
As previously reported, Yeung owns 50% of the issued and outstanding
capital stock of Horsham Enterprises Limited, a British Virgin Islands
corporation ("Horsham"). As of the date hereof, Horsham owns 2,188,225 Ordinary
Shares, including 99,010 shares Horsham has the contractual right to acquire
(the "Horsham-Rada Shares"). If, by virtue of his ownership interest in Horsham,
Yeung is deemed to be the beneficial owner of the Horsham-Rada Shares, Yeung
would be the beneficial owner of 7,267,495 Ordinary Shares (assuming full
exercise of the Warrants previously reported). Such 7,267,495 Ordinary Shares
would represent approximately 32.7% of the total number of the outstanding
Ordinary Shares. The filing of this statement shall not be construed as an
admission that Yeung is the beneficial owner of the Horsham-Rada Shares.
(b) Yeung has sole voting power and sole dispositive power over the
Ordinary Shares acquired in the Private Placement and the Debt-to-Equity
Conversion.
(c) On March 9, 1999, Yeung purchased 2,691,270 Ordinary Shares at a price
of $0.63 (US) per share in a privately negotiated transaction in which Rada
directly issued 3,400,000 Ordinary Shares to five of its existing shareholders
(the "Private Placement").
In June of 1999, Yeung acquired 1,848,000 Ordinary Shares at a price of
$0.63 (US) per share as partial payment (in the amount of $1,164,240) of the
$2,000,000 loan made by Yeung to Horsham on May 29, 1998 (the "Debt-to-Equity
Conversion").
(d) Not applicable.
(e) Not applicable.
ITEM 7: EXHIBITS
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Item 7 of the Schedule 13D is amended to disclose the following:
4. Letter to Rada dated July 15, 1999; and
5. Extract from Minutes of a Meeting of the Board of Directors of
Rada dated February 27, 1999.
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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.
August 5, 1999
--
/s/ Howard P.L. Yeung
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Exhibit Index
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Exhibit 4 Letter to Rada dated July 15, 1999
Exhibit 5 Extract from Minutes of a Meeting of the Board of Directors of Rada
dated February 27, 1999
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Exhibit 4
HOWARD P.L. YEUNG
15 July, 1999
Rada Electronic Industries Ltd.
12 Medinat Hayehudim St.
Herzllya B. 46120
ISRAEL
For the attention of: Maj. General (Res.) Herzle Bodinger -- President & C.E.O.
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Dear General Bodinger
As one of the major shareholders of Rada Electronic Industries Limited (the
"Company"), we wish to express our confidence in the management of the Company,
and particularly in the Company's products. We are willing to consider assisting
the Company to achieve its future business goal. As the Company's management
addresses the difficult situation it is currently encountering, we are prepared
to give favorable consideration to further investing in the COmpany, in light of
the circumstances then existing; however, this letter is not intended to
indicate that we will be obliged to make such investment under all
circumstances.
Yours sincerely
/s/ Howard P.L. Yeung
Howard P.L. Yeung
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Exhibit 5
Extract from a Minutes of a Meeting of the Board of
Directors of Rada Electronic Industries Ltd.
Held on February 27, 1999, at the offices of the Company in Herzliya-Pitvach
Present by person: Mr. Herzle Bodinger (Chairman), Mr. Eles Dobronsky and
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Ms. Hadas Barnoy Tsror, Secretary.
Attending via the phone: Mr. Roy K.C. Chan and Mr. Adrian Berg.
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Mr. Bodinger: Last week we sent five of our investors a request to subscribe
for up to 3,400,000 Ordinary Shares 0.02 NIS each of the Company. All the five
responded, and based on the prices they offered, we bring for your approval the
following proposal:
Proposed: that the Company issues 3,400,000 Ordinary Shares at a price of $0.63
per share each, and that such shares would be divided as follows:
Howard Yeung 2,691,270
Chayim Hershkovitz 250,000
The Shaar Fund Ltd 200,000
Mark Segal 158,730
Ivor Wolfson 100,000
Mr. Bodinger brought the matter for a vote, Mr. Chan and Mr. Berg who were
appointed as representative of Horsham Enterprises Ltd. (the shares of which are
held by Mr. Howard Yeung) did not participate in the voting, Mr. Bodinger and
Mr. Dobronsky voted for the proposal.
Resolved: To issue the five investors listed above the number of shares listed
by each investor's name, at a price of $0.63 per share, and for a total
consideration of $2,142,000.
/s/Hadas Barnoy Tsror
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Hadas Barnoy Tsror
Secretary
