UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, as amended (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.
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CUSIP No. 587266107
1 NAME OF REPORTING PERSON: MASHOV COMPUTERS 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: 1,937,237 shares of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,937,237 shares of Common Stock
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,937,237 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 54.1% of the
outstanding equity securities
14 TYPE OF REPORTING PERSON: CO
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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 Ltd. ("Mashov Computers"), a
corporation formed under the laws of the State of Israel. Mashov Computers is an
operating company holding interests in Mentortech and other Israeli technology
corporations. The common shares of Mashov Computers are publicly traded on the
Tel-Aviv Stock Exchange. The principal business address and principal office of
Mashov Computers is 5 HaPlada Street, Or-Yehuda, Israel 60218. The following is
information concerning each executive officer or director of Mashov Computers:
1. Name: Roy Machnes
Position with Mashov Computers: Director
Present Principal Occupation:
Chief Executive Officer and Director, Mentortech
Chairman and Director, Mashov Computers Marketing Ltd. ("Mashov
Marketing"), 5 HaPlada Street, Or-Yehuda, Israel 60218
Address: Mentortech Inc.
462 Seventh Avenue
New York, New York 10018
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<PAGE>
Citizenship: Israeli
2. Name: Danny Goldstein
Position with Mashov Computers: Director
Present Principal Occupation: Chairman and CEO,
Formula Systems (1985) Ltd.
39 Hagalim Boulevard
Herzeliya, Israel 46766
Director, Mashov Marketing
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
3. Name: David Assia
Position with Mashov Computers: Chairman and Director
Present Principal Occupation:
Executive Chairman,
Magic Software Enterprises Ltd. ("Magic Software"),
5 HaPlada Street, Or-Yehuda, Israel 60218
Director, Mashov Marketing
Director, Mentortech
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
4. Name: Jack Dunietz
Position with Mashov Computers: Chief Executive Officer and Director
Present Principal Occupation:
Director, Mashov Marketing
Chief Executive Officer and Director, Magic Software
Director, Mentortech
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<PAGE>
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
5. Name: Yoram Alster
Position with Mashov Computers: Director
Present Principal Occupation: Consultant
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
6. Name: Amir Geva
Position with Mashov Computers: Director
Present Principal Occupation: Consultant
Address: 5 HaPlada Street
Or-Yehuda, Israel 60218
Citizenship: Israeli
During the past five years, neither Mashov Computers nor (to the best
knowledge of Mashov Computers) 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
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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. The shares of Common Stock which are the subject of this
Statement will be acquired by way of a dividend.
Item 4. Purpose of Transaction.
Prior to November 30, 1998, Mashov Marketing, a corporation formed under
the laws of the State of Israel and whose common shares are publicly traded on
the Tel-Aviv Stock Exchange, owned 2,214,567 shares of Common Stock which
represents approximately 61.89% of the outstanding equity securities of the
Issuer. As of November 30, 1998, Mashov Computers owned approximately 81% of the
outstanding voting securities of Mashov Marketing. The parent corporation of
Mashov Computers, Formula Systems (1985) Ltd., an Israeli corporation whose
shares are publicly traded in the United States, is the owner of 41.93% of the
outstanding shares of Mashov Computers.
Mashov Marketing will distribute all of its shares of Common Stock to its
public shareholders by way of a dividend. 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. The record date for such
distribution was November 30, 1998 and the distribution is payable on December
14, 1998. As a result of such distribution, Mashov Computers will acquire
1,937,237 shares of Common Stock of the Issuer on December 14, 1998.
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<PAGE>
Mashov Computers intends to purchase additional shares of the Issuer in a
contemplated private transaction in order to provide the Issuer with additional
working capital. The number of shares to be purchased is currently being
negotiated. Apart from the foregoing, neither Mashov Computers nor any person
named in Item 2 of this Statement (in his or her capacity as a director or
officer of Mashov Computers) has any plan or proposal which relates to or would
result in: (a) 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 Roy Machnes, Jack Dunietz and
David Assia, in their capacities as directors and executive officers of the
Issuer.
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<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b) Following the distribution referenced in Item 4 of this
Statement, Mashov Computers will be the beneficial owner of 1,937,237 shares of
Common Stock which represents approximately 54.1% of the outstanding equity
securities of the Issuer. Mashov Computers will have the power to vote and
dispose of such shares of Common Stock and will not share power to vote or
dispose of any its interests in the Issuer.
To the best knowledge of Mashov Computers, none of its directors or
officers is the beneficial owner of any interest in the Issuer except that Roy
Machnes is the owner of 875 shares of Common Stock and is the holder of
incentive stock options (the "Stock Options") granted in connection with his
employment. Such Stock Options vest according to the following schedule:
Date on Which Number of Options
Options Vest: Vesting on Such Date: Exercise Price:
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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
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.
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<PAGE>
(c) Neither Mashov Computers, 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) Not applicable.
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 14, 1998 MASHOV COMPUTERS LTD.
By:/s/Jack Dunietz
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Chief Executive Officer
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