UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MENTORTECH INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
587266107
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(CUSIP Number)
Steven J. Glusband, Esq.
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 14, 1998
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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 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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
<PAGE>
CUSIP No. 587266107
1 NAME OF REPORTING PERSON: MASHOV COMPUTERS MARKETING LTD.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: None
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
Common Stock, par value $.01 per share (the "Common Stock"), of Mentortech Inc.
("Mentortech" or the "Issuer"), a Delaware corporation. The principal executive
offices of the Issuer are located at 462 Seventh Avenue, New York, New York
10018.
Item 2. Identity and Background.
This Statement is filed by Mashov Computers Marketing Ltd. ("Mashov
Marketing"), a corporation formed under the laws of the State of Israel. Mashov
Marketing holds interests in Israeli technology corporations. The common shares
of Mashov Marketing are publicly traded on the Tel-Aviv Stock Exchange. The
address of Mashov Marketing's principal business and principal office is 5
HaPlada Street, Or-Yehuda, Israel 60218. The following is information concerning
each executive officer or director of Mashov Marketing:
1. Name: Roy Machnes
Position with Mashov Marketing: Chairman and Director
Present Principal Occupation:
Chief Executive Officer and Director, Mentortech
Director, Mashov Computers Ltd. ("Mashov Computers"),
5 HaPlada Street, Or-Yehuda, Israel 60218
Address: Mentortech Inc.
462 Seventh Avenue
New York, New York 10018
Citizenship: Israeli
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<PAGE>
2. Name: Elan Penn
Position with Mashov Marketing: Chief Executive Officer and Director
Present Principal Occupation:
Chief Executive Officer, Sivan Computers Training Center (1994) Ltd.
Director, Mentortech
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
3. Name: David Assia
Position with Mashov Marketing: Director
Present Principal Occupation:
Executive Chairman, Magic Software Enterprises Ltd. ("Magic"),
5 HaPlada Street, Or-Yehuda, Israel 60218
Chairman and Director, Mashov Computers
Director, Mentortech
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
4. Name: Jack Dunietz
Position with Mashov Marketing: Director
Present Principal Occupation:
Chief Executive Officer and Director, Mashov Computers
Chief Executive Officer and Director, Magic
Director, Mentortech
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
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<PAGE>
Citizenship: Israeli
5. Name: Shem Tov Elchalal
Position with Mashov Marketing: Director
Present Principal Occupation: Vice President, Hamashbir Hamerkazi
(Israeli retailer)
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
6. Name: Mira Finkelstein
Position with Mashov Marketing: Director
Present Principal Occupation: Chief Executive Officer, Finkelstein
Adagen (Israeli advertising agency)
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
7. Name: Danny Goldstein
Position with Mashov Marketing: Director
Present Principal Occupation: Chairman and CEO, Formula Systems (1985)
Ltd.
39 Hagalim Boulevard
Herzeliya, Israel 46766
Director, Mashov Computers
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
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<PAGE>
During the past five years, neither Mashov Marketing nor (to the best
knowledge of Mashov Marketing) any of its executive officers or directors listed
above has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a civil proceeding of
judicial or administrative body of competent jurisdiction, as a result of which
proceeding it or he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or State, or Israeli, securities laws, or finding of
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Mashov Marketing is distributing all of its shares of Common Stock to its
public shareholders by way of a dividend. The record date for such distribution
is November 30, 1998, with the distribution to take place on December 14, 1998.
Mashov Marketing's parent corporation, Mashov Computers, a corporation formed
under the laws of the State of Israel and whose common shares are publicly
traded on the Tel-Aviv Stock Exchange, currently owns approximately 81% of the
voting securities of Mashov Marketing. The distribution of Common Stock was
approved at a shareholder meeting of Mashov Marketing on November 15, 1998 and
by the Tel Aviv District Court on November 18, 1998. On October 28, 1998, Mashov
Marketing exercised its warrants to purchase 132,045 shares of Common Stock as
part of its determination to distribute its interest in the Issuer
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<PAGE>
to its public shareholders. The aggregate purchase price of $580,998 for the
exercise of such warrants came from the working capital of Mashov Marketing.
Apart from the foregoing, neither Mashov Marketing nor any person named in
Item 2 of this Statement (in his or her capacity as a director or officer of
Mashov Marketing) has any plan or proposal which relates to or would result in:
(a) the acquisition by any person of additional securities of the Issuer except
for the securities discussed in Item 5 below, or the disposition of securities
of the Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the board of directors or management of the
Issuer, including any plan or proposal to change the number or term of directors
or to fill any existing vacancies on the board; (e) any material change in the
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) any change in the Issuer's
certificate of incorporation or bylaws or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange; (i)
a class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar
to any of the foregoing. However, such plans or proposals may have been
considered, and may from time to time hereafter be considered, by Mashov
Computers.
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<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b) As a result of the stock dividend referenced in Item 4, Mashov
Marketing is no longer a beneficial owner of Common Stock of the Issuer.
To the best knowledge of Mashov Marketing, none of its directors or
officers is the beneficial owner of any interest in the Issuer except that: (i)
Roy Machnes is the owner of 875 shares of Common Stock and (ii) Roy Machnes and
Elan Penn are the holders of incentive stock options (the "Stock Options")
granted in connection with their employment. Such Stock Options vest according
to the following schedules:
Roy Machnes:
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Date on Which Number of Options
Options Vest: Vesting on Such Date: Exercise Price:
- ------------ -------------------- --------------
August 1, 1997: 13,541 $4.67
August 1, 1998: 13,541 $4.67
November 12, 1998 15,000 $5.25
August 1, 1999: 13,541 $4.67
May 12, 1999 15,000 $5.25
May 12, 2000 15,000 $5.25
Elan Penn:
- ----------
Date on Which Number of Options
Options Vest: Vesting on Such Date: Exercise Price:
- ------------ -------------------- --------------
August 1, 1997: 8,333 $4.67
August 1, 1998: 8,333 $4.67
November 12, 1998 7,500 $5.25
August 1, 1999: 8,333 $4.67
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<PAGE>
May 12, 1999 7,500 $5.25
May 12, 2000 7,500 $5.25
The exercise prices of the Stock Options were determined on the date of
grant based on the fair market value of the Common Stock. The Options are
exercisable for a period of five years from the date on which such options vest,
or until 3 months after the date of any termination of employment, whichever is
earlier. (c) Neither Mashov Marketing, nor, to the best of its knowledge, any of
its directors and executive officers listed in Item 2 of this Statement, has
effected any transactions in the Common Stock of the Issuer since October 14,
1998. (d) Reference is made to Items 5 (a), (b) and (c) of this Statement. (e)
December 14, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Reference is made to Items 5 (a) and (b) of this Statement.
Item 7. Material to be Filed as Exhibits.
None.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: December 9, 1998 MASHOV COMPUTERS MARKETING LTD.
By:/s/Roy Machnes
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Chairman
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