SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
NUR MACROPRINTERS LTD.
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(Name of Issuer)
ORDINARY SHARES,
NIS 1.0 NOMINAL VALUE
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(Title of Class of Securities)
M75165106
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(CUSIP Number)
Dan Purjes, 200 Park Avenue, 25th Fl., New York, NY, 10166
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 1, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g)
check the following box / /.
NOTE. Schedule filed in paper format shall include a signed original and
five copies of this schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
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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CUSIP NO. M75165106 13D Page 1 of 6
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dan Purjes
Social Security # ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 4,022,099
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
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8 SHARED VOTING POWER
477,164
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9 SOLE DISPOSITIVE POWER
4,022,099
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10 SHARED DISPOSITIVE POWER
477,164
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CUSIP NO. M75165106 13D Page 2 of 6
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,499,263
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The securities are Ordinary Shares of NUR MACROPRINTERS LTD. ("NUR"). NUR's
principal executive offices are located at 5 David Navon Street, Moshav
Magashimim, 56910 Israel.
Item 2. Identity and Background.
(a) The name of the person filing this Schedule is Dan Purjes.
(b) The business address of Dan Purjes, c/o Josephthal & Co. Inc., 200 Park
Avenue, 25th Fl., New York, NY, 10166.
(c) Mr. Purjes is the Chairman of the Board, Chief Executive Officer and
indirect controlling shareholder of Josephthal & Co. Inc., formerly,
Josephthal Lyon & Ross Incorporated ("Josephthal"), a broker-dealer duly
licensed under Section 15 of the Securities Exchange Act of 1934, as
amended.
(d) No criminal convictions in the last five years (excluding traffic
violations or similar misdemeanors).
(e) No judgment, decrees, or final orders with regard to violations of
securities laws in the last five years.
(f) United States citizen.
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CUSIP NO. M75165106 13D Page 3 of 6
Item 3. Source and Amount of Funds or Other Consideration.
The table below details the Ordinary Shares of NUR beneficially owned by
Dan Purjes:
# OF SHARES AMOUNT OF FUNDS NATURE OF OWNERSHIP
17,000 $40,162.50 Direct / Dan Purjes
100,000 $233,250.00 Direct / Dan Purjes
5,000 $11,875.00 Indirect / UGMA Lianna
Purjes1
100,000 $156,250.00 Direct / Dan Purjes
1,000 $2,750.00 Direct / Dan Purjes
5,000 $11,078.75 Direct / Dan Purjes2
25,000 $25,000.00 Direct / Dan Purjes Joint
Tenant with Mary Vitullo
190,000 $190,000.00 Direct / Dan Purjes3
223,780 $201,402.00 Direct / Dan Purjes3
2,500,000 $2,660,000 Direct / Dan Purjes3 4
12,500 $12,500.00 Direct / Dan Purjes Joint
Tenant with Adrian Beck
174,200 $129,965 Indirect / J. Partners, L.P.5
35,664 $142,656 Indirect / Josephthal & Co. Inc.6
7,000 $17,864.50 Indirect / J. Partners, L.P.
5,000 $10,000 Direct / Dan Purjes3
44,000 $126,830.00 Indirect / J. Partners, L.P.
100,000 $275,750.00 Indirect / J. Partners, L.P.
25,000 $67,457.50 Direct / Dan Purjes
71,000 $201,107.50 Direct / Dan Purjes
10,000 $27,084.60 Indirect /UGMA Lianna Purjes1
2,000 $5,643.60 Indirect / Sugarhouse Follies
50,000 $134,875.00 Direct / Dan Purjes 7
1,000 $5,330 Indirect / J. Partners, L.P. 8
5,000 $25,850 Indirect / J. Partners, L.P.
5,000 $26,650 Indirect / J. Partners, L.P.
2,000 $10,890 Indirect / J. Partners, L.P.
2,000 $10,535 Indirect / J. Partners, L.P.
3,000 $15,990 Indirect / J. Partners, L.P.
14,000 $73,229.80 Indirect / J. Partners, L.P.
1,000 $5,445.00 Indirect / J. Partners, L.P.
28,800 $160,416.00 Indirect / J. Partners, L.P.
30,600 $192,911.58 Indirect / J. Partners, L.P.
14,000 $93,917.40 Indirect / J. Partners, L.P.
4,000 $24,163.50 Indirect / J. Partners, L.P.
8,100 $49,617.36 Indirect / J. Partners, L.P.
500 $2,915.00 Indirect / J. Partners, L.P.
5,000 $29,150.00 Indirect / J. Partners, L.P.
2,000 $11,160.00 Indirect / J. Partners, L.P.
6,000 $39,994.80 Direct / Dan Purjes
250,000 N/A Direct9
320,000 N/A Direct10
84,119 N/A Direct11
10,000 N/A Direct12
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CUSIP NO. M75165106 13D Page 4 of 6
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1 There are 30,000 Ordinary Shares in the aggregate, of NUR held by Dan Purjes's
minor children (Adam Purjes and Lianna Purjes). Pursuant to a divorce decree,
Dan Purjes is the custodian for Lianna Purjes, and Dan Purjes's ex-wife, Esther
Purjes, is the custodian for Adam Purjes. Thus, Dan Purjes does not have
beneficial ownership of the 15,000 Ordinary Shares held by Esther Purjes as
custodian for Mr. Purjes's son, Adam, in a uniform gift to minors act account.
2 These 5,000 Ordinary Shares are held by Dan Purjes in his profit sharing plan.
3 These Ordinary Shares were originally purchased in the name of Dan Purjes and
on March 12, 1999 were transferred to WBMI, L.L.C., a Delaware limited liability
Company of which Dan Purjes owns all of the interests.
4 Includes 2,500,000 Ordinary Shares that were acquired by WBM, L.L.C. ("WBM")
and Dan Purjes pursuant to a default on a $2,500,000 personal loan made to Moshe
Nuri, one of the founders of NUR. WBM is a Delaware limited liability company of
which Dan Purjes owns a controlling interest and is the managing member. Please
refer to Item 4 below. Also includes 80,000 Ordinary Shares that Mr. Purjes
purchased from WBM in a private transaction in January 1999.
5 Includes 88,000 Ordinary Shares originally purchased and held in the name of
Dan Purjes and subsequently deposited into J. Partners, L.P. Also includes
86,200 Ordinary Shares deposited into J. Partners, L.P. by clients of Dan Purjes
and Josephthal. J. Partners, L.P. is a Delaware partnership of which Dan Purjes
owns 100% of the equity of the general partner and is also a limited partner.
6 These 35,664 Ordinary Shares are held by Josephthal, of which Dan Purjes is
the Chairman of the Board, Chief Executive Officer and indirect controlling
shareholder.
7 These 50,000 Ordinary Shares are held by Dan Purjes in his profit sharing
plan.
8 J. Partners, L.P. is a Delaware limited partnership of which Dan Purjes owns
100% of the equity of the general partner, J. Partners, Inc.
9 Represents 250,000 Ordinary Shares issuable upon exercise of 250,000 five year
stock options, at an exercise price of $1.25 per Ordinary Share, issued to Dan
Purjes for services as a director in November 1997.
10 Represents 320,000 Ordinary Shares issuable upon exercise of 320,000 five
year warrants, at an exercise price of $1.00 per Ordinary Share, issued in
December 1997, as compensation for services in connection with a private
placement of the Company's securities. 5,000 of such warrants were originally
issued to another individual and were subsequently purchased by Dan Purjes in a
private transaction. 10,000 of such warrants were originally issued to another
entity and subsequently purchased by Dan Purjes in a private transaction.
11 Represents 84,119 Ordinary Shares issuable upon exercise of 84,119 five year
warrants, at an exercise price of $7.20 per Ordinary Share, issued in October
1995, as compensation for services in connection with the Company's initial
public offering.
12 Represents 10,000 Ordinary Shares issuable upon exercise of 10,000 five year
stock options, at an exercise price of $2.50 per Ordinary Share, issued to Dan
Purjes for services as a director in October 1998.
Item 4. Purpose of Transaction.
Dan Purjes entered into a Shareholders Agreement dated as of August 18,
1999 which became effective on September 1, 1999 (the "Shareholders Agreement")
with Isal Amlat Investment Ltd. ("Isal"), whereby concurrently with the
execution of the Shareholders Agreement, Isal, together with Dovrat & Co. Ltd.
("Dovrat") was to execute a Share and Warrant Purchase Agreement with NUR
Macroprinters Ltd. ("NUR") whereby Isal and Dovrat purchased an aggregate of
600,000 Ordinary Shares of NUR and Warrants exercisable into an aggregate of
150,000 Ordinary Shares. Pursuant to the Shareholders Agreement, Dan Purjes
agreed to exercise the voting power of the NUR Ordinary Shares held or
controlled by him with respect to the appointment of one member, to be
designated by Isal, to the Board of Directors of NUR and to grant Isal certain
co-sale rights upon the sale of Ordinary Shares held by Dan Purjes. The
Shareholders Agreement shall terminate at such time when (i) Isal shall hold
Ordinary Shares representing less than 4% of NUR's issued share capital, and/or
(ii) the aggregate number of Ordinary Shares held or controlled by Dan Purjes
(not including any warrants or options held by Dan Purjes) shall be equal to or
less than 20% of NUR's issued share capital. For purposes of
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CUSIP NO. M75165106 13D Page 5 of 6
the Shareholders Agreement, in determining the number of Ordinary Shares owned,
warrants shall be considered exercised.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate of 4,499,263 Ordinary Shares of NUR are beneficially held by
Mr. Purjes, constituting 39% of the outstanding Ordinary Shares of NUR
based upon 10,880,000 Ordinary Shares outstanding as set forth in the
Company's Annual Report on Form 20-F dated May 4, 1999, Commission File
No. 0-26498.
(b) Mr. Purjes owns 4,022,099 Ordinary Shares of NUR which he holds the sole
power to vote and the sole power to dispose of or direct the disposition.
Mr. Purjes owns 477,164 Ordinary Shares of NUR with respect to which he
holds the shared power to vote and the shared power to dispose of or to
direct the disposition.
(c) There were 2 transactions in the past 60 days as follows:
Dan Purjes purchased 6,000 Ordinary Shares for an aggregate purchase price
of $39,994.80 in the open market on August 11, 1999.
Dan Purjes entered into a Shareholders Agreement with Isal Amlat
Investment (1993) Ltd. as of August 18, 1999, which became effective on
September 1, 1999.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship With respect
to Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
1. Shareholders Agreement made as of August 18, 1999 by and between Dan
Purjes and Isal Amlat Investment (1993) Ltd.
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CUSIP NO. M75165106 13D Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, correct and complete.
DATED: September 9, 1999
/S/ DAN PURJES
------------------------
Dan Purjes
<PAGE>
EXHIBIT
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (this "Agreement") made as of the 18 th day of
August, 1999, by and between Dan Purjes, an individual residing at New York,
United States of America ("PURJES") AND ISAL AMLAT INVESTMENT (1993) LTD., an
Israeli Company having its registered address at 5 Droyanov St., Tel Aviv Israel
("Isal").
W I T N E S S E T H :
WHEREAS, Purjes, together with entities affiliated with Purjes, holds
Ordinary Shares NIS 1.0 par value each ("ORDINARY SHARES") of NUR Macroprinters
Ltd., an Israeli company whose Ordinary Shares are traded on NASDAQ National
Market System (the "NUR"); and
WHEREAS, concurrently with the execution of this Agreement, Isal, together
with Dovrat & Co. Ltd. ("DOVRAT") shall execute a Share and Warrant Purchase
Agreement with NUR (the "INVESTMENT AGREEMENT"), according to which Isal and
Dovrat and shall purchase 540,000 and 60,000 Ordinary Shares, respectively
(collectively, the "Shares"), and Warrants (the "WARRANTS") exercisable into
135,000 and 15,000 Ordinary Shares, respectively; and
WHEREAS, Purjes has agreed to exercise the voting power of the Ordinary
Shares held or controlled by him with respect to the appointment of one member,
to be designated by Isal, to the Board of Directors of NUR (the "BOARD"), and to
grant Isal certain "co sale" rights upon the sale of his Ordinary Shares, all
subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
1. SHAREHOLDING
For purpose of this Agreement, including Section 2 herein, upon the
election of Isal, Ordinary Shares and warrants held by Dovrat shall be
deemed to be held by Isal.
2. TERM AND TERMINATION
This Agreement shall come into effect contingent upon, and at the date of,
the occurrence of the Closing of the Investment Agreement and the issuance
of the Shares and Warrants (as defined therein), and shall terminate at
such time when (i) Isal shall hold Ordinary Shares representing less than
4% of NUR's issued share capital (provided that for this purpose the
Warrants shall be deemed as exercised into Ordinary Shares), and/or (ii)
the aggregate number of the Ordinary Shares held or controlled by Purjes
(not including any warrants or options held by Purjes) shall be equal to
less than 20% of NUR's issued share capital (provided that for this
purpose the Warrants shall be deemed as exercised into Ordinary Shares).
3. ELECTION OF ISAL'S DESIGNEE TO THE BOARD OF DIRECTORS
Prior to the convening of any annual or extraordinary meeting of the
shareholders of NUR where members are to be elected to or removed from the
Board, Isal shall send Purjes a notice naming its candidate to serve as a
<PAGE>
member on the Board ("ISAL'S CANDIDATE"), and at such shareholders'
meeting, Purjes and the entities affiliated with him shall (unless the
Isal Candidate is not reasonably suited to serve as a member of the Board)
vote in favor of the appointment of Isal's Candidate to the Board and the
removal of any such director according to Isal's discretion.
4. CO SALE
4.1. Prior to any private sale, including a series of sales, by
Purjes and entities controlled by him, of Ordinary Shares held by him
or by an entity controlled by him, representing accumulatively 5% or
more of NUR's issued share capital (the "OFFERED SHARES") to any
person or entity (the "THIRD PARTY" and the "PROPOSED SALE"), Purjes
shall give Isal a written notice containing the name and address of
the Third Party, the number of shares included in the Proposed Sale,
and the terms and conditions of the Proposed Sale ("Purjes's Notice"),
so as to enable Isal to have the opportunity to participate in the
Proposed Sale pursuant to the provisions of this Section 4 (the
"CO-SALE RIGHT").
4.2. Isal shall have the right to participate in the Proposed Sale
with respect to all or part of the Shares, and the Ordinary Shares
issued upon the exercise of the Warrants ("Isal's Shares"), by sending
a written notice (the "Acceptance Notice") to Purjes within 3 business
days from delivery of Purjes's Notice. Upon receipt of the Acceptance
Notice Purjes shall include Isal's shares in the Proposed Sale, under
the same terms, and the number of Offered Shares that Purjes shall
sell shall be correspondingly reduced.
4.3. In the Proposed Sale Isal may sell up to that number Isal's
Shares determined by multiplying the total number of Offered Shares
times a fraction, the numerator of which is the total number of Isal's
Shares, and the denominator of which is the number of Isal's Shares
plus the total number of shares owned by Purjes and/or by entities
controlled by Purjes.
4.4. The following sales or transfers of Ordinary Shares by Purjes
shall be exempt from the provisions of this Section 4:
4.4.1. Sales (or transfers) to immediate family members, provided
that such shares shall continue to be subject to this Agreement
and shall not be transferred further except as provided herein,
and further provided that such sale or transfer shall not release
Purjes from its obligations hereunder, for as long as such shares
are controlled by Purjes; and
4.4.2. Sales (or transfers) to any company or entity controlled,
directly or indirectly by Purjes, provided that the shares so
transferred remain subject to this section 4; and
4.4.3. Public Sales of Ordinary Shares.
4.4.4. Charitable contributions of Ordinary Shares.
2
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5. MISCELLANEOUS
5.1. FURTHER ASSURANCES. Each of the parties hereto shall perform
such further acts and execute such further documents as may
reasonably be necessary to carry out and give full effect to the
provisions of this Agreement and the intentions of the parties as
reflected thereby.
5.2. GOVERNING LAW; JURISDICTION. This Agreement shall be
governed by and construed according to the laws of the State of
Israel, without regard to the conflict of laws provisions
thereof.
The parties agree that any action, proceeding or claim
against it arising out of, or relating in any way to, this
Agreement shall be brought and enforced in the courts of the
State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The parties
hereby irrevocably waive any objection to such exclusive
jurisdiction or inconvenient forum. Any such process or summons
to be served upon any of the parties (at the option of the party
bringing such action, proceeding or claim) may be served by
transmitting a copy thereof, by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the
address set forth in the heading hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the
party so served in any action, proceeding or claim. The parties
agree that the prevailing party in any such action or proceeding
shall be entitled to recover from the other party all of
its/their reasonable legal costs and expenses relating to such
action or proceeding and/or incurred in connection with the
preparation therefor.
5.3. ASSIGNMENT. None of the rights, privileges, or obligations
set forth in, arising under, or created by this Agreement may be
assigned or transferred other than with the prior written consent
of the other party, which may be withheld at the sole and
absolute discretion of such other party.
5.4. ENTIRE AGREEMENT, AMENDMENT AND WAIVER. This Agreement
constitutes the full and entire understanding and agreement
between the parties with regard to the subject matters hereof and
thereof. Any term of this Agreement may be amended and the
observance of any term hereof may be waived (either prospectively
or retroactively and either generally or in a particular
instance) only with the written consent of the parties to this
Agreement.
5.5. LIMITATION. Subject to the provisions herein nothing in this
Agreement shall be construed as to limit the rights of Purjes to
sell or transfer any of his shareholdings in NUR. The
undertakings of Purjes as per this Agreement shall not transfer
upon the recipient in any aforesaid sale or transfer by Purjes,
subject to the provisions herein
3
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IN WITNESS WHEREOF the parties have signed this Agreement as of the date
first hereinabove set forth.
ISAL AMLAT INVESTMENT (1993) LTD.
By:______________________________
/s/ Dan Purjes
_______________________________
Dan Purjes
