- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ALADDIN KNOWLEDGE SYSTEMS LTD.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
M0392N101
(CUSIP Number)
GEORGE R. WHITTEMORE, MILLS VALUE ADVISER, INC.
1108 EAST MAIN STREET, RICHMOND, VA 23218 (804) 344-3804
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 11, 1996
(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 |_|.
Check the following box if a fee is being paid with the statement |X|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
(however, see the Notes).
Page 1 of 6 Pages
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------------- ------------------------------------------
CUSIP No. M0392N101 Page 2 of 6 Pages
- ------------------------------- ------------------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES T. MARTIN
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
N/A
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
VIRGINIA
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 640,000
SHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
640,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the common stock, no par value per
share ("Common Stock"), of Aladdin Knowledge Systems Ltd., 15
Beit Oved Street, Tel Aviv, Israel 61110 (the "Issuer").
Item 2. Identity and Background
(A) James T. Martin
(B) Tuppeny House, Tuckerstown, Bermuda
(C) James T. Martin is a lecturer, author and consultant.
(D) During the past five years, James T. Martin has not
been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors.
(E) During the past five years, James T. Martin has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and has
not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws.
(F) James T. Martin is a citizen of Bermuda (subject of
Great Britain).
Item 3. Source and Amount of Funds and Other Consideration
The total amount of the funds used in making the purchases was
$6,941,466. The sources of the funds used in making the
purchases were personal funds.
Item 4. Purpose of Transaction
James T. Martin has purchased shares of Common Stock for
investment purposes.
Page 3 of 6
<PAGE>
There are no plans or proposals which James T. Martin may have
which relate to or would result in:
(A) The acquisition or disposition of securities of the
Issuer except as otherwise disclosed herein;
(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 of any of its subsidiaries;
(D) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(E) Any material change in the present capitalization or
dividend policy of the Issuer;
(F) Any other material change in the Issuer's business or
corporate structure;
(G) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto 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 or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(I) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or
(J) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(A) The aggregate number and percentage of Common Stock
beneficially owned by James T. Martin are 640,000
Shares and 6.3%, respectively.
Page 4 of 6
<PAGE>
(B) James T. Martin has the sole power to vote or to
direct the vote of all the shares identified pursuant
to Item 5(a). Mr. Martin does not have any power to
dispose or to direct the disposition of all the
shares identified pursuant to Item 5(a).
(C) Transactions in the securities identified pursuant to
Item 5(a) during the past 60 days are as follows:
Beneficial Transaction Amount of Price Per Where/How
Owner Date Transaction Share Effected
Martin 8/13/96 $61,720 $12.34 Open Mkt.
Martin 8/14/96 $253,077 $12.65 Open Mkt.
Martin 9/11/96 $4,875,000 $9.75 Sec.Offering
(D) Not applicable.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None
Item 7. Material to be Filed as Exhibits
None
Page 5 of 6
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement on Schedule 13D is
true, complete and correct.
JAMES T. MARTIN
Date: September 23, 1996 /s/ JAMES T. MARTIN
-------------------
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Page 6 of 6
