On Track Innovations Ltd.: erhält Folgeauftrag
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On Track Innovations Ltd Schedules Nine Months and Third Quarter 2005 Earnings Release and Conference Call
Tuesday November 22, 8:00 am ET
FORT LEE, N.J., Nov. 22 /PRNewswire-FirstCall/ -- On Track Innovations Ltd, (OTI) (Nasdaq: OTIV; Prime Standard [Frankfurt]: OT5), a global leader in contactless microprocessor-based smart card solutions for homeland security, payments, petroleum payments and other applications, announced today that it will report nine months and third quarter operating results on Monday, November 28, 2005 at 10:00 a.m. Eastern Standard Time. The Company has scheduled a conference call and simultaneous Web cast that will be hosted by Oded Bashan, Chairman, President and CEO, Guy Shafran, CFO, and Ohad Bashan, Chief Marketing Officer and President and CEO of OTI America. To participate, call
1-800-963-8290 (U.S. toll free)
1-800-931-5196 (Israel toll free)
0-800-182-1463 (Germany toll free)
1-973- 409-9260 (standard international)
ID Code: OTI Q3 Conference Call
At:
7:00a.m. Pacific Time
10:00 a.m. Eastern Standard Time
16:00 Germany Time
17:00 Israel Time
To listen to the web cast please go to:
http://www.otiglobal.com/content.aspx?id=226
For those unable to participate, the teleconference will be available for replay until midnight December 7th, by calling U.S: 877-519-4471 or International; 973-341-3080 and entering the PIN number # 6725998 or on the web at: http://www.otiglobal.com/content.aspx?id=226
About OTI
Established in 1990, OTI (Nasdaq: OTIV, Prime Standard: OT5) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, micropayments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the prestigious Frost & Sullivan 2005 Company of the Year Award for smart cards. For more information on OTI, visit http://www.otiglobal.com.
OTI Contact:
Galit Mendelson
Director of Corporate Communications
201 944 5200 ext. 111
galit@otiglobal.com
Media Relations
Adam Handelsman
5W Public Relations
212 999 5585
ahandelsman@5wpr.com
IR Contact:
David Pasquale/Denise Roche
The Ruth Group
646 536 7006/8
dpasquale@theruthgroup.com
droche@theruthgroup.com
Source: On Track Innovations Ltd
mvG edugat
Der Ausbruch kommt 2006. Der Markt ist riesengross und Oti hängt fast überall mit drinn.
Auf dem deutschen Markt ist die EC-Karte bald nicht mehr tragbar. Die Banken haben immer mehr Betrugsfälle zu bearbeiten. Sie können es sich fast nicht mehr leisten darann festzuhalten. Die alte Form der Bezahl-Karten können schon im Internet gekauft werden. Der Betrug kommt den Banken immer teurer. Bald ist das Limit überschritten, dann kommt das Oti Zahlungssystem zum Zuge.
Bleibt investiert, es wird sich lohnen!!!!! Ich glaube an dieses System.
Nur der Vorstand spielt eine seltsame Rolle.
mvG edugat
werden bleiben. Was genaues weiß man nicht aber vielleicht gibts mal infos
Monday November 28, 7:19 am ET
* Revenues Up 72% Compared to First Nine Months of 2004
* Revenues Up 120% Compared to Third Quarter of 2004
* Growth Related Mainly to Contactless Payments Market in the US
FORT LEE, N.J., Nov. 28 /PRNewswire-FirstCall/ -- On Track Innovations Ltd. (OTI) (Nasdaq: OTIV; Prime Standard (Frankfurt): OT5), a global leader in contactless microprocessor-based smart card solutions for homeland security, payments, petroleum payments and other applications, today announced its consolidated financial results for the nine months ended September 30, 2005.
* Revenues for the first nine months increased by 72% to $26.4 million
from $15.4 million for the same period of last year.
* Revenues for the third quarter increased by 120% to $12.1 million from
$5.5 million for the same period of last year.
* Strong balance sheet with cash, cash equivalents and short term
investments of more than $30 million excluding more than $20 million
raised earlier this month through a private placement.
* The Company incurred in the nine months ended September 30, 2005
expenses of $1.8 million related to the Company's extraordinary activity
in the Far-East.
* Cash used in operating activities amounted to $1.1 M for the nine months
ended September 30, 2005.
* Net loss for the first nine months of 2005 decreased by 4% to $(6.8)
million, from $(7.1) million for the same period in 2004.
* Licensing and transaction fees for the first nine months were up 107% to
$2.2 million from $1.1 million for the same period in 2004.
* Gross margin for nine months decreased to 35% from 42% for the same
period in 2004. The decrease in our overall gross margin is mainly due
to the execution of the initial stages of projects which are
characterized by lower margins in their early stages.
Oded Bashan, President & CEO of OTI, commented: "We are pleased with our results. We are starting to see the results of our strategy, we are well positioned with strong and important contracts in hand. The increase in revenues represents the rapid advancements in the contactless market around the world, and mainly, the contactless payments market in the US. Our financial position at the end of nine month remains strong with more than $30 million in cash and cash equivalents and short term investments."
"The private placement for more then $20M we completed at the beginning of fourth quarter will further assist us in continuing with the restructuring and executing large contracts and opportunities for the company. The investors in this transaction were institutional investors from the US, Switzerland and United Kingdom."
"While revenues were up 72% for the nine months, compared to the same period last year, our gross margin decreased to 35%, mainly due to the execution of initial stages of projects which are characterized by lower margins in their early stages." Mr. Bashan continued, "The completion of a series of strategic acquisitions in China that we announced earlier this year will assist us in increasing these margins, we continue to implement our strategy of capturing a leading position in the contactless market."
Recent Announcements
* OTI will deliver contactless solutions for more than ten million payment
cards in 2005 in the US.
* STMicroelectronics, one of the world's leading semiconductor
manufacturers together with OTI, announced that their secure
contactless microcontroller solution is approved by Visa International
for use in its Visa Contactless program in the U.S. volume shipments in
the US are already underway.
* OTI and a government entity of a major Asian country establish a joint
venture for manufacturing and selling electronic travel document inlays
for that Asian government. Revenues from the program are expected to
reach low tens of millions of dollars starting FY 2007. It is estimated
that the delivery of initial quantities will commence in the second half
of 2006.
* OTI grants BP a worldwide license to enable expansion beyond Africa -
OTI announced that BP Africa, a division of BP p.l.c., has extended and
expanded its relationship with OTI. In addition, OTI has granted BP a
worldwide license for its petroleum payment solution.
* OTI and Venue1 implement MasterCard PayPass(TM) with the Seattle
Seahawks. OTI and Venue1, a leader in technology solutions for sports
and entertainment venues, are providing contactless reader solutions
for the Seattle Seahawks to support its MasterCard PayPass(TM) program.
Company Developments
* OTI completed a series of strategic acquisitions in China, increasing
manufacturing capacity to 1.5 million units per week by the second half
of 2006. The transactions will substantially increase OTI's capacity to
manufacture smart cards, inlays for smart cards & electronic passports,
and machinery for the fabrication of such products. We anticipate that
the increased capacity will enable us to meet the rollouts and rapidly
growing demand for our payments and ID products, As a result, OTI
expects to realize increase in gross margins.
* OTI completes $22.2 million private placement of new equity financing
with institutional investors from the US, Switzerland and England. OTI
intends to use the net proceeds from the placement to support large-
scale implementation of projects in the ID and payments markets.
* OTI Received 2005 company of the year award from Frost & Sullivan, a
global company offering business consulting, market analysis and growth
partnership services. OTI received the award based on its technology
leadership, significant revenue expansion and its prominent position in
the smart card contactless solutions market, including OTI's excellent
strategic moves and ability to expand its market reach with providing
its customers with optimum solutions.
* Following the approval of the General shareholders' meeting, the Board
of Directors of OTI applied for the delisting of the Company's shares
from the Frankfurt Stock Exchange which has been approved. The last day
of trading of the shares on Frankfurt Stock Exchange will be December
20, 2005. The Company's shares will be traded only on the NASDAQ stock
exchange.
Financial Results
Revenues for the first nine months increased to $26.4 million from $15.4 million for the same period of last year. Revenues for the third quarter of 2005 were up to $12.1 million from $5.5 million in the third quarter of 2005. The increase is mainly due to sales in the payments market. Gross margin for the first nine months of 2005 decreased to 35% from 42% for the same period in 2004. The decrease in our overall gross margin is mainly due to the execution of the initial stages of projects which are characterized by lower margins in their early stages. Operating loss for the nine months ended September 30, 2005 increased by 12% to $(7.6) million from $(6.8) million in the same period in 2004. Net loss for the nine months ended September 30, 2005 decreased by 4% to $(6.8) million, from $(7.1) million for the same period in 2004. Cash and cash equivalents and short term investments were at $30.8 million compared to $27.7 million on September 30, 2004, and $28.5 million on December 31, 2004.
The Company has scheduled a conference call and simultaneous Web cast for Monday, November 28, 2005, which will be hosted by Oded Bashan, President and CEO, Guy Shafran, CFO, and Ohad Bashan, Chief Marketing Officer and President OTI America, for 10:00 AM EST to discuss operating results and future outlook. To participate, call: 1-800-963-8290 (U.S. toll free), 1-800-931-5196 (Israel toll free), 0-800-182-1463 (Germany toll free), or 1-973-409-9260 (standard international) ID Code: OTI. To attend the Web cast, use the following links: http://www.otiglobal.com/content.aspx?id=226
For those unable to participate, the teleconference will be available for replay until midnight December 7th, by calling U.S: 877-519-4471 or International; 973-341-3080 and entering the PIN number # 6725998, or on the web at: http://www.otiglobal.com/content.aspx?id=226.
About OTI
Established in 1990, OTI (Nasdaq: OTIV, Prime Standard: OT5) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, micropayments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the prestigious Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit www.otiglobal.com.
This press release contains forward-looking statements. These statements can be identified by their use of the words "will," "anticipates" and "expects" and other similar expressions, as well as by such phrases as "starting to see" and "we believe". Each of these statements is subject to certain risks and uncertainties, such as market acceptance of new products and our ability to execute production on orders, which could cause actual results to differ materially from those in the statements included in this press release. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. OTI disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or otherwise. Results could differ materially from expected results.
OTI Contact: Media Relations IR Contact:
Galit Mendelson Adam Handelsman David Pasquale/Denise Roche
Director of Corporate 5W Public Relations The Ruth Group
Communications 212 999 5585 646 536 7006/8
201 944 5200 ext. 111 ahandelsman@5wpr.com dpasquale@theruthgroup.com
galit@otiglobal.com droche@theruthgroup.com
ON TRACK INNOVATIONS LTD.
INTERIM CONSOLIDATED BALANCE SHEETS
US dollars in thousands, except per share data
On Track Innovations Ltd. and its subsidiaries
September 30 September 30 December 31
2005 2004 2004
(Unaudited) (Unaudited) (Audited)
Assets
Current Assets
Cash and cash equivalents $16,175 $27,615 $23,917
Short-term investments 14,553 - 4,559
Short-term deposit 46 44 -
Trade receivables (net of
allowance for doubtful accounts
of $ 565, $ 285 and $ 329 as of
September 30, 2005 and 2004
and December 31, 2004,
respectively) 9,524 2,965 3,477
Other receivables and
prepaid expenses 3,278 1,815 2,705
Inventories 7,162 4,480 4,765
Total current assets 50,738 36,919 39,423
Severance Pay Deposits Fund 583 597 595
Deferred tax assets 71 - -
Long-Term Receivables 856 - 1,077
Property, Plant and
Equipment, Net 6,763 5,622 5,324
Investments in affiliated companies 8 - -
Other Intangible Assets, Net 2,197 184 1,438
Goodwill 4,146 5,383 4,146
Total Assets $65,362 $48,705 $52,003
Liabilities and Shareholders' Equity
Current Liabilities
Short-term bank credit and
current maturities
of long-term bank loans $1,520 $2,495 $1,641
Trade payables 5,781 3,307 4,305
Other current liabilities 5,589 2,473 3,824
Total current liabilities 12,890 8,275 9,770
Long-Term Liabilities
Long-term loans, net of
current maturities 1,595 2,556 2,018
Accrued severance pay 1,868 1,295 1,361
Deferred tax liabilities 307 - 162
Total long-term liabilities 3,770 3,851 3,541
Total liabilities 16,660 12,126 13,311
Minority interest 370 - -
Shareholders' Equity
Ordinary shares of NIS 0.1
par value: authorized -
30,000,000 as of September 30,
2005 and 2004 and December 31,
2004 Issued and outstanding -
9,731,554, 7,830,396 and
8,422,175 shares as of
September 30, 2005 and 2004 and
December 31, 2004, respectively 225 186 199
Additional paid-in capital 105,914 83,855 90,779
Deferred compensation (2,168) (808) (3,553)
Accumulated other comprehensive
income 268 263 353
Accumulated deficit (55,907) (46,917) (49,086)
Total shareholder's equity 48,332 36,579 38,692
Total Liabilities and
Shareholders' Equity $65,362 $48,705 $52,003
ON TRACK INNOVATIONS LTD.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
US dollars in thousands, except per share data
On Track Innovations Ltd. and its subsidiaries
Nine months ended Three months ended Year ended
September 30 September 30 December 31
2005 2004 2005 2004 2004
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Revenues
Products $23,049 $12,907 $11,374 $4,356 $19,120
Non-recurring
engineering 477 363 54 246 433
Licensing and
transaction
fees 2,215 1,069 471 540 2,237
Customer service
and technical
support 658 1,039 155 330 1,362
Total
revenues 26,399 15,378 12,054 5,472 23,152
Cost of Revenues
Products 16,521 8,114 7,677 2,606 11,853
Non-recurring
engineering 181 178 22 136 183
Customer service
and technical
support 505 570 125 198 763
Total cost of
revenues 17,207 8,862 7,824 2,940 12,799
Gross profit 9,192 6,516 4,230 2,532 10,353
Operating Expenses
Research and
development 4,218 2,549 1,511 893 3,544
Less - participation
by the Office of
the Chief
Scientist 651 383 146 46 394
Research and
development,
net 3,567 2,166 1,365 847 3,150
Selling and
marketing 4,809 4,231 1,457 1,471 6,010
General and
administrative 6,902 4,648 2,642 1,293 6,549
Amortization of
intangible
assets 285 141 89 47 261
Other
expenses* 1,768 2115 1,768 - 3227
Gain from sale
of a
subsidiary (510) - - - -
Total operating
expenses 16,821 13,301 7,321 3,658 19,197
Operating
loss (7,629) (6,785) (3,091) (1,126) (8,844)
Financial income
(expenses),
net 562 (174) 666 (66) (287)
Other income,
net 53 24 49 2 29
Loss before
income
taxes (7,014) (6,935) (2,376) (1,190) (9,102)
Taxes on
income (177) (171) (133) 18 (173)
Minority share
in income of
subsidiaries (79) - (79) - -
Equity in
income of
affiliates 5 - 5 - -
Loss before
extraordinary
item (7,265) (7,106) (2,583) (1,172) (9,275)
Extraordinary
item 444 - 444 - -
Net loss $(6,821) $(7,106) $(2,139) $(1,172) $(9,275)
Basic and
diluted loss per
ordinary share from:
Loss before
extraordinary
item $(0.81) $(1.08) $(0.27) $(0.15) $(1.33)
Extraordinary
item $(0.05) $- $(0.05) $- $-
Net loss $(0.76) $(1.08) $(0.23) $(0.15) $(1.33)
Weighted average
number of ordinary
shares used in
computing basic
and diluted loss
per ordinary
share 8,985,072 6,595,012 9,495,554 7,723,728 6,972,878
* Consist of:
Research and
development $78 $137 $78 $- $335
Selling and
marketing 231 400 231 - 511
General and
administrative 1,459 1,578 1,459 - 2,381
$1,768 $2,115 $1,768 $- $3,227
Nach der Zustimmung der allgemeinen Sitzung der Aktionäre, beantrug die Direktion von OTI das Delisting der Anteile der Firma von der Frankfurt Börse, die genehmigt worden ist. Der letzte Handelstag der Anteile auf Frankfurt Börse ist Dezember 20, 2005. Die Anteile der Firma werden nur auf der Nasdaq Börse gehandelt.
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2005
ON TRACK INNOVATIONS LTD.
(Name of Registrant)
Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel, 12000
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes o No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes o No x
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
ON TRACK INNOVATIONS LTD.
6-K ITEM
Date: October 14 2005
ON TRACK INNOVATIONS LTD.
You are hereby invited to an Extraordinary Shareholders Meeting (the “ Meeting ”) of On Track Innovations Ltd.‘s (the “ Company ”) shareholders to be held on November 5, 2005, 07:30 PM (Israel local time) at the offices of the Company in Rosh-Pina, Israel.
The matters on the agenda of the Meeting and the summary of the proposed resolutions are as follows:
1. Due to the excellent achievements of the Company during the year 2005, as evidenced, among others, by both the number of significant projects that the Company entered into during the past year and the successful restructuring of the Company during this period, to ratify in accordance with the provisions of the Companies Law, the grant of 900,000 options to Company’s Directors and certain management members under the Company’s Share Option Plan, at an exercise price equal to the Company’s closing price on the date of grant, of 11.23 USD per Ordinary Share underlying such option. The Options shall be fully vested upon issuance. This resolution shall be effective as of September 25, 2005, which is the date of the Board of Directors resolution that approved such grant.
2. To ratify in accordance with the provisions of the Israeli Companies Law the extension of the existing employment agreement (the “ Agreement ”) between OTI America Inc. (“ OTI America ”) and Mr. Ohad Bashan (“ Mr. Ohad Bashan ”), the CEO of OTI America and the Company’s Director and VP of Global Marketing, so that the terms of Mr. Ohad Bashan’s employment shall be the same as in his employment agreement with OTI America, the original term of which expired in August 2005, subject to the changes referred to herein.
2.1 Term of the Agreement - four years commencing on August 24, 2005.
2.2 The monthly salary of Mr. Ohad Bashan shall remain the same, and the options compensation shall increase from 30,000 options per year to 50,000 options of the Company’s Ordinary Shares (the “ Options ”) per year. The Options shall be fully vested upon issuance. The exercise price of 50% of the Options (100,000) shall be 11.48 USD, and the exercise price of 50% of the Options (100,000) shall be the par value (NIS 0.1) of the Ordinary Share underlying each option. Mr. Ohad Bashan’s annual bonus shall be 0.5% of OTI’s sales in Americas markets.
2.3 As a result of OTI America’s relocation from California to New Jersey during the year 2004, the cost of living reimbursements to Mr. Ohad Bashan shall increase from 50,000 USD to 90,000 USD during each year of Mr. Ohad Bashan’s Employment Period.
2
2.4 In case of termination of Mr. Ohad Bashan’s employment with either OTI America or the Company following a merger or acquisition of the Company in which the Company is not the surviving entity, Mr. Ohad Bashan shall be entitled to continue to receive his monthly salary and all benefits until the completion of the Employment Period and to the full and immediate acceleration of any unvested options held by him immediately prior to the closing of such transaction.
2.5 Mr. Ohad Bashan shall be entitled to severance payment in an amount equal to two months of salary for each year of employment with OTI America or the Company, in addition to all benefits and salary that he is entitled to receive in accordance to the Agreement.
Only shareholders of record at the closing of the trading day of October 11 2005 (the “ Record Date ”) are entitled to attend and vote at the Meeting. A shareholder whose shares are registered in his or her favor with a member of a Stock Exchange and such Shares are included in the Shares which are registered in the Register of Shareholders of the Company under the name of such member of a Stock Exchange, shall be required to prove its ownership of the Shares as of the Record Date, by providing the Company at least 48 hours before the time appointed for holding the Meeting, with an ownership certificate in the form attached herewith, issued by such a member of a Stock Exchange. As of the Record Date 9,412,060 ordinary shares are outstanding and eligible for voting at the Meeting.
Under the Articles of Association of the Company (the “ Articles ”), no business shall be transacted at any shareholders’ meeting unless a quorum is present when the meeting proceeds to business. The quorum required for a meeting is at least two shareholders present in person or by proxy, holding at least 33 1/3% of the issued and outstanding ordinary shares of the Company (a “ Quorum ”). If within half an hour from the time appointed for holding a meeting a Quorum is not present, the meeting shall be dissolved and it shall stand adjourned to the same day in the next week (or the business day following such day, if such day is not a business day) at the same time and place, and if at such adjourned meeting a Quorum is not present within half an hour from the time appointed for holding the meeting, the shareholders then present at such adjourned meeting shall constitute a quorum.
A shareholder wishing to vote by proxy must deposit the proxy at the offices of the Company at the address set herein below, at least 48 hours before the time appointed for holding the Meeting. Attached for your convenience is a form of a proxy.
Copies of the suggested resolutions, are available for inspection at the Company’s offices in Z.H.R Industrial Zone Rosh-Pina, Israel, 12000 (tel. 972-4-6868000) between the hours 9:00-12:00 am as well as the offices of the Paying and Depository Agent, Dresdner Bank Dresdner Bank AG, Corporates & Markets CMEG, Corporate Finance Services THA 44, Jürgen-Ponto-Platz 1, 60301 Frankfurt am Main, Germany and the offices of the Company’s transfer agent, Continental Stock Transfer & Trust Company, 17 Battery Pl. – 8th Floor, New York, NY 10004, USA, att: Gail Schweda.
By order of the board of directors:
———————————
On Track Innovations Ltd.
3
Ownership Certificate
Company's name: On Track Innovations Ltd.
Company's Reg. No.: 52-004286-2
Name of Stock Exchange member: ____________
Details of shareholder:
(if there are several joint owners of the shares, their details should be included)
(1) Name of shareholder ______________
(2) I.D. No. __________________
If shareholder does not hold an Israeli I.D. -
Passport No. ______________ Passport valid until ______________
Country where Passport was issued _________________
If shareholder is a corporation -
Registration No. ___________ Country of incorporation _____________
(3) Record Date for which this certificate is granted __________
Details of the Shares:
(1) Name of the security – Ordinary Share;
Par value – N.I.S 0.1 ;
ISIN code – IL 009248951
(2) No. of Shares – _________
(3) Type of Shares: Ordinary
Signature of Stock Exchange member ____________ Date: ______________
4
On Track Innovations Ltd.
Proxy
Date: __________
I, the undersigned, _________________, a shareholder of On Track Innovations Ltd. (the “ Company ”), and entitled to _______ votes at the Extraordinary General Meeting of the shareholders of the Company (the “Meeting ”), hereby appoint Oded Bashan, and in his absence, Ronnie Gilboa, to vote for me and on my behalf at the Meeting to be held on the ___ day of ____, 2005 and at every adjournment thereof.
As Witness my hand this _____ day of _______ 2005.
——————————
Signature
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
§ON TRACK INNOVATIONS LTD.
(Registrant)
BY: /S/ Oded Bashan
——————————————
Oded Bashan
President, Chief Executive Officer
and Chairman
Date: October 14 th , 2005
6
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* Click here for the Contactless Payments Glossary
Introduction
The mass market introduction of contactless technology is an important event for the payments industry. Contactless payments are already providing benefits to consumers and retailers alike, in terms of higher levels of control and convenience for consumers and higher throughput for retailers. And these benefits are just the tip of the iceberg.
This paper describes the key changes associated with the use of contactless payments in North America, including the additional value such payments can provide to issuers, acquirers/processors, independent sales organizations (ISOs), retailers, and consumers. This paper is also intended to facilitate communications among the various industry stakeholders by describing current market activities and standardizing definitions key to understanding contactless payments. All stakeholders benefit from a clear understanding of how contactless payments deliver new benefits while also leveraging the reliability and trustworthiness of current payment systems.
This year, the launch of contactless payments across North America has begun in earnest. Leading banks are issuing millions of contactless credit and debit cards to consumers, and leading retailers are installing contactless readers that can accept contactless payment and are integrated with point-of-sale (POS) systems. The rate of deployment of contactless infrastructure is the highest ever observed for emerging payments products and technology in recent memory and speaks of a unique market momentum for the industry. This year marks the beginning of contactless payment adoption in the U.S., a process that requires consumers to understand how to use the technology and requires everyone involved to understand its value and relationship to the existing payments infrastructure.
What Exactly Is Contactless Smart Chip Technology?
Contactless smart chip technology relies on a secure microcontroller or equivalent intelligence, internal memory, and a small antenna embedded in a device that communicates with a reader through a contactless radio frequency (RF) interface. This technology is used in a wide range of applications. From delivering fast, secure transactions as in transit fare payment cards to protecting personal information in government and corporate identification cards, electronic passports and visas, contactless smart chip technology is being leveraged to improve speed, convenience and security.
Contactless smart chips can securely manage, store, and provide access to data on the device in which they are embedded. They can perform internal functions (e.g., encryption) and interact intelligently with the contactless reader. Contactless smart chip technology is available in a variety of forms – plastic cards, watches, key fobs, documents, and other handheld devices, such as mobile phones. This technology is not related to “non-smart” RF chip technologies, such as the RFID tags used for inventory management/product tracking applications, which require minimal functionality.
“Contactless payments” [1] is one application of contactless smart chip technology. Contactless payments are simply payment transactions that require no physical connection between the consumer payment device and the physical POS terminal. In the United States, the term “contactless payments” refers to the use of payment products currently supported by American Express® (ExpressPay), MasterCard (MasterCard® PayPass™), and Visa Contactless. All three products are based on ISO/IEC 14443, the international standard for contactless smart chip technology. [2] Contactless payment devices are restricted to be read within 2–4 inches of a POS terminal vs. RFID tags which are designed to be read at large distances. In addition, contactless payment applications include other measures that are specifically designed to protect the security of the consumer’s information and the payment transaction.
Why Use Contactless Payments?
Just what are the advantages of contactless payments over other methods of payment – magnetic stripe cards and cash? Why are merchants moving to deploy this new form of payment? Why are consumers willing to change the way they pay? The answer is speed and convenience, as has been substantiated in the early implementations. Consumers no longer have to fumble with cash and change or worry about having enough cash for a purchase—they can tap their contactless payment device on a reader and go. In most cases, they do not even have to sign a receipt or enter a personal identification number (PIN). As a result, merchants see sales volumes increase and transactions speed up. Merchants also enjoy lower costs, as a result of fewer requirements to handle cash, improved operational efficiencies, and reduced maintenance required by contactless readers. In merchant segments where speed and convenience are key to merchandising and customer service, contactless payments also translate into improved customer acquisition and retention.
By issuing secure contactless payment devices, financial service providers are not only supplying consumers with a more convenient payment mechanism, they are also increasing transaction volumes by replacing cash. In addition, service providers can now differentiate themselves with innovative new form factors.
In the long term, contactless cards and tokens enable merchants and issuers to collaborate on lifestyle products that blend the features (e.g., security, convenience, special offers), packaging (e.g., cards, tokens, personal devices, mobile phones), and delivery of payment products into a variety of product types targeting different cardholder segments that have specific desires for their shopping experience.
What Current Market Activities Are Attracting Attention?
Over the last few months, quite a buzz has surrounded the contactless payments market. Multiple card issuers have announced rollouts of contactless cards in the United States. Issuers and merchants are targeting 8–10 major markets in 2005, with many more to follow.
* JPMorgan Chase has started deploying the contactless “blink” card in Atlanta and Denver. Chase announced it will issue more than 1 million cards in both cities and is planning to issue additional contactless cards in more cities this year. The Chase blink card is based on the Visa and MasterCard contactless payment technologies.
* American Express has started nationwide issuance of new Blue Cards with ExpressPay contactless payment technology.
* MBNA has been issuing its affinity credit cards, targeting specific sports stadiums in multiple cities. The card is based on MasterCard PayPass contactless technology.
* Citibank has announced that it will issue 2.5 million debit cards and key fobs with MasterCard PayPass contactless technology.
* Keybank has announced plans to issue contactless debit cards based on MasterCard PayPass technology, replacing all of its debit card portfolio with the contactless cards.
* HSBC Bank has announced that it has begun issuing new debit cards that feature MasterCard PayPass contactless payment technology to new and existing customers.
The transaction experience as we know it is going to change. According to the May 2005 Nilson Report, “There should be 5 to 7 million Visa and MasterCard contactless chip cards in the market by year-end, and 15 to 20 million by the end of 2006.”
The card issuers are not going it alone. Many of the nation’s top national and regional retailers have either enabled or are in the process of enabling their POS systems to accept contactless payment cards and key fobs. Top retailers who have decided to start accepting contactless payments at all of their store locations in the United States include:
* 7-Eleven, Inc.
* Boater’s World Marine Centers®
* CVS/pharmacy®
* McDonald’s®
§
* Regal (Theaters) Entertainment Group
* Meijer Stores
* Ritz Camera
* Sheetz
Many medium-sized and smaller merchants are being assisted by acquirers and ISOs so that they can begin accepting contactless payments shortly. Finally, a long list of well-recognized retailers have enabled some or all their store locations in at least one of the targeted cities to accept contactless payments. The list includes:
* AMC Theaters ®
* Arby’s®
* Carl’s Jr. ®
* Cold Stone Creamery®
* Duane Reade
* Eckerd
§
* Good Times Burger
* KFC
* RaceTrac
* Subway®
* United Artist Theaters
* Walgreens
Another form of retailing, major sports stadiums and entertainment venues, are also being enabled to accept contactless payments. Sports fans and event attendees can obtain MasterCard PayPass-enabled contactless cards and key fobs with their favorite sports logo on them. MBNA is issuing PayPass-enabled branded affinity cards for the Seattle Seahawks, Baltimore Ravens, Philadelphia Eagles, Detroit Lions, and New York Giants that let fans speed through concession lines. At some stadiums, certain lines are dedicated to this new form of payment.
What Does It All Mean?
Even at this early stage, the evidence shows that contactless payments have the strong potential for rapid adoption in the U.S. Contactless payments offer a new, safe way to pay that not only provides benefits to consumers, merchants, and issuers, but also opens the door to new form factors and related value-added applications. Contactless payments allow creativity and differentiation to flourish on the foundation of the mature card industry.
Contactless payments are the most important card payment innovation in the last decade. Early adoption on the part of many major card issuers and top-brand merchants, and investments by and cooperation with the card associations, mean that 2005 is the year of contactless payments for North America. Significant numbers of contactless cards are being issued, the number of accepting merchant locations is increasing rapidly, and consumer usage is steadily increasing.
Contactless payments are safe, secure, and convenient. Although based on chip-level RF technology, contactless payment technology is fundamentally different from RFID and is built from the ground up on requirements for high security. Contactless payment devices use sophisticated smart chip technology with built-in intelligence and multiple safeguards specifically designed to protect against fraud. Built on the current payment infrastructure, contactless payments leverage layered security systems and deliver clear value propositions to all stakeholders. Consumers enjoy the convenience, merchants realize faster checkout times and increased throughput, and issuers achieve increased activation rates and usage.
Over the next few months, we can expect to see significant growth in the adoption and use ofcontactless payments in the U.S. Other market innovations made possible by the use of smart chip technology, such as loyalty, rewards, and other value-added offerings, are already emerging alongside contactless payments. A new era of payment has begun in the United States.
Notes
[1] This paper deliberately omits other RF-based payment approaches such as toll transponders or ExxonMobil SpeedPass, which are proprietary solutions. It also omits mobile/wireless payments based on Near Field Communication (NFC) technology
[2] In countries where payment cards are migrating to contact smart card technology, contactless payment implementation requires a dual-interface smart card allowing payment in both contact and contactless modes.
About the Smart Card Alliance Contactless Payments Council
The Contactless Payments Council is one of several Smart Card Alliance technology and industry councils, a new type of focused group within the overall structure of the Alliance. The Contactless Payments Council was formed to focus on facilitating the adoption of contactless payments in the U.S. through education programs for consumers, merchants and issuers. The group is bringing together financial payments industry leaders and suppliers and will be reaching out to involve the merchant community. The Council’s primary goal is to inform and educate the market about the value of contactless payment and work to address misconceptions about the capabilities and security of contactless smart chip technology. Council participation is open to any Smart Card Alliance member who wishes to contribute to the Council projects.
FORT LEE, N.J., Dec. 5 /PRNewswire-FirstCall/ -- On Track Innovations Ltd., (OTI) (Nasdaq: OTIV; Prime Standard [Frankfurt]: OT5), a global leader in contactless microprocessor-based smart card solutions for homeland security, payments and other applications, said that the United States Court of Federal Claims in Washington, D.C. found in favor of OTI America, Inc. ("OTI"), in OTI's protest against the Government Printing Office's ("GPO") elimination of OTI from the competition for the United States Government's Electronic Passport program. The Court's written opinion remains under seal, pending the preparation of a redacted version.
OTI, along with several other firms, received an individual contract with the GPO, under which the GPO was testing and evaluating sample Electronic Passports, prior to selecting the winner. During testing the GPO terminated OTI's contract, effectively eliminating OTI from the ongoing competition.
OTI, represented by William Weisberg in the Washington, D.C. office of ZAG/Sullivan & Worcester, challenged the GPO's action in the U.S. Court of Federal Claims. In finding in favor for OTI, the Court set aside the GPO's termination of OTI's contract. The Court went on to order the GPO to reinstate OTI into the competition and to resume testing OTI's products at the same stage of the competition from which OTI had been eliminated. OTI expects to immediately resume program activity.
According to Oded Bashan, President & CEO, "We are pleased with the court decision to reinstate OTI into the competition for the award of the U.S. Electronic Passport contract. OTI is confident in the superiority of its technology and product and we are looking forward to continue in the evaluation process and become a supplier to the U.S. Government."
About OTI
Established in 1990, OTI (Nasdaq: OTIV, Prime Standard: OT5) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the prestigious Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com
This press release contains forward-looking statements. Such statements, which include statements concerning the future of OTI's role in the electronic passport program, are subject to certain risks and uncertainties, such as market acceptance of new products and our ability to execute production on orders, which could cause actual results to differ materially from those in the statements included in this press release. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. OTI disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or otherwise. Results could differ materially from expected results. OTI undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances.
This press release and other releases are available on http://www.otiglobal.com
SOURCE On Track Innovations Ltd.
-0- 12/05/2005
/CONTACT: OTI: Galit Mendelson, Director of Corporate Communication for
OTI, +1-201-944-5200, ext. 111, or galit@otiglobal.com; or Media Relations:
Adam Handelsman of 5W Public Relations, +1-212-999-5585, or
ahandelsman@5wpr.com/
/Web site: http://www.otiglobal.com/
(OTIV)
CO: On Track Innovations Ltd.
ST: New Jersey, District of Columbia
IN: HMS HTS CPR
SU: CON LAW
AM
-- NYM097 --
2573 12/05/200501:00 ESThttp://www.prnewswire.com
wird ne ähnliche geschichte wie oti!
Habe ein Nachricht gefunden, die meiner Meinung danach andeutet, das zwar im Geregelten Markt in Frankfurt der Handel eingestellt wir. Aber im Freiverkehr doch weiter gehandelt werden kann. Vermutlich ist dort aber das Volumen sehr gering, Limits somit dringend angesagt. Auch gibt es doch im Freiverkehr keinen Marktmacher. Wer weis da mehr.
=====hier die Meldung =======
dpa-afx
DGAP-Ad hoc: On Track Innovations Ltd. deutsch
Dienstag 29. November 2005, 14:19 Uhr
Ad-hoc-Meldung nach §15 WpHG
Delisting
On Track Innovations Ltd.: Delisting
Ad-hoc-Mitteilung verarbeitet und übermittelt durch die DGAP. Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
--------------------------------------------------
Fort Lee, NJ - 29. Oktober 2005 - Nach Zustimmung durch die Hauptversammlung hat der Vorstand von On Track Innovations Ltd. (OTI) (NASDAQ: OTIV; Prime Standard (Frankfurt): OT5), den Widerruf der Zulassung (de-listing) der Aktien der Gesellschaft von der Frankfurter Wertpapierbörse beantragt, dem zugestimmt wurde.
Der letzte Handelstag der Aktien an
ANZEIGE
der Frankfurter Wertpapierbörse ist der 20. Dezember 2005.
Die Notierung der Aktien der Gesellschaft an der NASDAQ (U.S.A.) wird aufrechterhalten.
On Track Innovations Ltd. Z.H.R. Industrial Zone 12000 P.O. Box 32 Rosh Pina Israel
ISIN: IL0010834682 WKN: 924895 Notiert: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-Bremen, Düsseldorf, Hannover, München und Stuttgart
Ende der Ad-hoc-Mitteilung (c)DGAP 29.11.2005
============
Pieter
Announcement: a full tank on a single transaction!
We are pleased to announce that as from October FuelMaster Express Customers will be able to fill up their tank to its capacity without restrictions.
Together with our banking partners, ABSA and Standard Bank, we have found a solution to the industry set transaction floor limit so that a full tank now happens on a single transaction.
About FuelMaster Express
FuelMaster Express uses the latest smart card technology to make refuelling more convenient and a whole lot faster – to keep you seconds ahead. It provides our customers with a secure, hassle-free, cashless, card-less alternative to filling up with petrol.
Partners
In order to bring as much value as possible for our customers, complement the busy lifestyles and promote more convenient urban living, FuelMaster Express has secured partnerships with some of the country's top brands. These partners are the AA, Tiger Wheel & Tyre, Planet Fitness and RCI. Find out more about them.
So, besides the convenience that FuelMaster Express already brings to busy lifestyles, customers now have access to a whole host of benefits and services via our alliance partners. And its free!
How does it work?
You simply hand your FuelMaster Express tag to the attendant when you pull up at the BP FuelMaster pump. FuelMaster Express links your Garage Card account to a personalised smart tag, kept on your key-ring. The smart tag contains a microchip which electronically identifies you at the BP FuelMaster pump. The attendant will refuel your vehicle and all details of your transaction will automatically be transmitted directly to your account, safely, securely and conveniently. In this way FuelMaster Express also restricts the risk of card fraud. Your tag and keys are returned and off you go. No paper, No signing. No delays.
Lost or stolen tags
If the tag is lost or stolen, it can be deactivated remotely by calling BP on 0860 222 144 or sending an e-mail to FuelMasterExpress@za.bp.com. If both the card and tag are lost or stolen both can be stopped by informing the bank and BP immediately.
Where do I find FuelMaster Express?
FuelMaster Express is available nationally in South Africa and it is now also available at selected service stations in Namibia. Namibia is the first country outside South Africa to offer this technology. This extends the network of FuelMaster service stations available to the consumer and allows FuelMaster Express tags to be used in both countries.
At present, the cross border functionality is only available for Standard Bank Garage Card holders.
The sites are clearly marked FuelMaster on the main identifier next to the road, and the pumps can be identified by the two interlocking rings.
§ Airfield
Who can apply?
FuelMaster Express is available to ABSA and Standard Bank garage card holder.
Click on the following link for the FuelMaster Express application form
For more information call FuelMaster Services on 0860 222 144 or (021) 408 2409 or ask at your nearest BP FuelMaster service station. You can also e-mail us at the e-mail addresses supplied below.
Contact us
Customer queries: FuelMasterExpress@za.bp.com
New applications: Sales.FuelMaster@za.bp.com
Click on the FuelMaster Express application form to access a FuelMaster Express application form which can be filled in and sent online.
Links:
* Fast Facts
* FAQs
* FuelMaster is also available for fleet customers. Find out more about FuelMaster Fleet
* BP Fuelmaster launches with Absa Bank
Posted: 12-12-2005 , 06:53 GMT
MasterCard International today launched its global Gulf Cooperation Council (GCC) ‘OneSmart Club’ to help banks and other financial industry players active in the GCC market to develop new payment products and services using the latest chip technology. Mastercard
The Club, which has already been successfully operating in other regions around the world, was launched at a day long inaugural event at the Park Hyatt hotel in Dubai where more than 50 delegates from the United Arab Emirates, Saudi Arabia, Kuwait, Bahrain, Qatar and Oman were present.
Speakers included Mr. Dave Taylor from Barclaycard in the UK and Mrs. Ina Stander from South African bank, Capitec, both of whom recently launched added-value EMV chip-based projects. Representatives from more that 15 other companies attended to demonstrate their commitment and support to MasterCard OneSmart™ value added solutions.
The GCC OneSmart Club is designed to help MasterCard's bank customers leverage the fast growing EMV chip infrastructure through the deployment of added-value chip business propositions. The GCC OneSmart Club will initially focus on five such propositions:
• OneSmart MasterCard Pre-Authorised – featuring MasterCard M/Chip™ Pre-Authorised Payment (MPA). A new chip-based payment solution suitable for new markets and off-line payment environments.
• OneSmart MasterCard Authentication – featuring MasterCard’s Chip Authentications Program™ (CAP). A program which ensures a higher level of security for online shopping and remote banking.
• OneSmart MasterCard Web - featuring MasterCard Open Data Storage™ (MODS) and MasterCard’s Chip Authentications Program (CAP). This package allows cardholders to securely store and manage a wide range of personal data (such as names, addresses, URLs, log-on passwords) on a smart chip.
-more-
• OneSmart MasterCard Retail - featuring MasterCard Open Data Storage (MODS). A platform for loyalty applications and enhanced interactions at the point of sale based on customer preferences.
• OneSmart MasterCard PayPass™ - featuring MasterCard’s PayPass contactless payment solution. A ‘tap and go’ solution that combines the chip security with the convenience and speed of contactless payment.
"The new EMV chip infrastructure is rapidly developing across the Middle East," said Joseph Khanashat, Vice President Operations & Technology, Middle East & North Africa MasterCard International.
"MasterCard customer banks can use the OneSmart packages to launch new chip-based products, which will differentiate their card programs and provide new levels of convenience and benefits to consumers. The time to start doing this is now,” he added.
MasterCard is rolling out OneSmart Clubs across the globe, and Clubs have already been established in markets such as Central and Eastern Europe, the Baltic States, Taiwan, New Zealand, Malaysia, Australia and Northern Europe.
"The OneSmart Club approach has already proved successful in many markets and we plan to use a similar concept in the GCC region," said Mr. Fikret Ates, Vice President, Product Management at MasterCard's Chip Centre of Excellence. "Banks benefit from both the shared learning in the Club’s forums, and the personalized support MasterCard is providing to individual banks for their pilots and projects. Each OneSmart Club has different regional objectives, but they all benefit from each other by the cross-fertilisation effects of ideas and experiences they generate in different parts of the world," added Mr Ates.
Mr. Denzil Lawson, Senior Vice President and General Manager, Middle East & North Africa, MasterCard International, was also present at the launch. “MasterCard continues to pioneer new innovations in the payments industry, which helps advance commerce globally. OneSmart solutions will help banks grow their business through improved customer acquisition and retention, and higher levels of card activation and usage.”
© 2005 Al Bawaba (www.albawaba.com)
Eine kleine Aufheiterung für Alle, die noch bangen.
mvG edugat
Scheidt & Bachmann and OTI To Provide The Massachusetts Bay Transportation Authority With Mass Transit Ticketing Solutions
Monday December 19, 1:00 am ET
- OTI Receives Initial Order for More Than $500,000 -
FORT LEE, N.J. and MOENCHENGLADBACH, Germany, Dec. 19 /PRNewswire- FirstCall/ -- On Track Innovations Ltd, (OTI) (Nasdaq: OTIV; Prime Standard [Frankfurt]: OT5) a global leader in contactless microprocessor-based smart card solutions for homeland security, payments, petroleum payments and other applications, today announced that they will provide smart card technology to Scheidt & Bachmann, one of the world's leading providers of management systems for mass transit, car parking, petrol stations and railway security, for their Massachusetts Bay Transportation Authority (MBTA) project. OTI's components will be used for the MBTA's new mass transit ticketing solution scheduled to go online in 2006. The MBTA is America's first subway system and one of the largest in the nation with over 1.1 million riders each day.
ADVERTISEMENT
OTI will supply readers and support software to be integrated into Scheidt & Bachmann's front end systems consisting of 3,000 fare boxes, ticket vending machines, point-of-sales devices and fare gates. This order follows a successful pilot. Under the new agreement, the system will be installed in all Boston subway stations, Commuter Rail lines and dedicated Retail Sales offices, with installations commencing in 2006. The solution allows the transit card to be used for loyalty programs and tiered fare structures while providing a high level of security and transaction speed. OTI's readers are also easy to upgrade as new services become available in the future. OTI and Scheidt & Bachmann formed a partnership to provide leading-edge contactless payment solutions to mass transit systems in September 2003. Since, the two companies have successfully launched several projects in large metropolitan areas.
Oded Bashan, President and CEO, OTI, commented, "OTI and Scheidt & Bachmann have successfully implemented several transit projects in North America and we continue to make in-roads in the micro-payment arena as our solutions and technology are second to none. Our agreement with Scheidt & Bachmann for supplying the Massachusetts Bay Transportation Authority is further proof of the growing acceptance of our technology. We are confident that our leadership in contactless smart card technology coupled with Scheidt & Bachmann's expertise in ticketing management systems will provide the MBTA with a complete turnkey solution."
About OTI
Established in 1990, OTI (Nasdaq: OTIV, Prime Standard: OT5) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, micropayments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the prestigious Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com.
About Scheidt & Bachmann
Scheidt & Bachmann is a family-run company since its foundation in 1872. Today the company is still managed by the founding family in the fifth generation. More than 1500 employees work around the world. While the headquarters is in Monchengladbach, Germany, subsidiaries and offices are established throughout Europe, the Americas, Asia and Africa. In the US, the headquarters and the major manufacturing facility is located in Burlington, Massachusetts. Innovative system solutions for products and production are the foundation for Scheidt & Bachmann's success. The four divisions, acting more or less independently develop, produce and market systems for car park and leisure centre installations, protection of railway crossings, fare collection technology and petrol stations. Scheidt & Bachmann's philosophy to provide State-of-the-Art technology and system solutions, and the systematic way to initiate innovative processes, is one of the reasons why Scheidt & Bachmann is counted as market leader with all its product divisions -- in Europe and worldwide. For more information visit: http://www.Scheidt-Bachmann.de.
OTI Contact:
Galit Mendelson
Director of Corporate Communications
201 944 5200 ext. 111
galit@otiglobal.com
Media Relations
Adam Handelsman
5W Public Relations
212 999 5585
ahandelsman@5wpr.com
IR Contact:
David Pasquale/Denise Roche
The Ruth Group
646 536 7006/8
dpasquale@theruthgroup.com
droche@theruthgroup.com
die story geht weiter
Danke für die Info Edugat
und ein Frohes Fest
Israel to upgrade barrier security
But project sparks Palestinian concern
JERUSALEM — Israel is overhauling its separation barrier along the West Bank and Jerusalem to cut the crossing time for people and goods from hours to minutes.
Aimed at easing the burden on Palestinians and softening international criticism, it also is proving contentious by giving the barrier the feel of an international border.
The construction project of 27 terminals will cost close to $500 million, Israeli officials say, and sharply reduce tension caused by the presence of armed soldiers at the checkpoints, replacing them with civilian contractors hired by the Defense Ministry.
But for many Palestinians, the project feels like further proof of the Israeli intention to create a border, unilaterally, on occupied land, annexing territory without negotiation, undermining the viability of a future Palestinian state.
They say it is another example of Prime Minister Ariel Sharon’s preference for imposed solutions that suit Israel, like last summer’s Israeli pullout from Gaza and the barrier itself, which incorporates numerous Israeli settlements on occupied land, settlements much of the world regards as illegal.
More than 65,000 Palestinians and thousands of tons of goods cross into and out of Jerusalem through the barrier every day through a variety of checkpoints controlled by Israeli soldiers.
Palestinians with permission to enter Israel will receive plastic smart cards containing their photo, personal information and biometric identification that should enable them to move through the new terminals in 15 minutes or less, compared with what an Israeli army study found to be a current average of four hours.
Israel insists that the barrier is a security device and not a provisional border, and that it will be moved to account for Israeli court orders or a peace treaty.
The Palestinians say it separates them from their neighbors and their land, annexing large parts of the West Bank. Qalandiya and many of the other 10 Jerusalem terminals are designed to be dismantled or moved after a final peace treaty, when the problem of Jerusalem’s status and boundaries will have to be settled.
Daniel Tirza, a reserve colonel who has drawn the map for nearly every inch of the 450-mile barrier, has no doubt that it has saved hundreds of Israeli lives.
— The New York Times
United States, Jan 03, 2006 (Newsbytes via COMTEX) -- The U.S. Court of Federal Claims has reinstated On Track Innovations Ltd. (OTI) as a potential provider of contactless identification chips for the federal government's electronic passport project, according to court officials and the company.
A court clerk said Judge Charles Lettow set aside the Government Printing Office's decision to eliminate OTI from the competition to provide the radio frequency identification (RFID) devices that are to be embedded in U.S. passport covers.
The judge directed GPO to resume testing of OTI's chips at the point where the agency halted the testing.
Oded Bashan, the chairman, president and chief executive officer of Fort Lee, N.J.-based OTI, said, " We are pleased with the judge's decision. We are looking forward to continuing work with the government on this project." He added that OTI is ready to begin mass production of the RFID chips.
The claims court decision is the latest twist in the winding process of purchasing the RFID chips that will contain photographs of passport holders.
The process has been bent by objections from privacy advocates, who proved to the State Department that the original design was subject to potential eavesdropping.
The GPO, which produces the passports for State, had planned to issue a contract for the chips more than a year ago.
State and GPO are seeking more than one provider for the contactless chips, and are evaluating products from several RFID vendors.
Wilson P. Dizard III is a staff writer for Washington Technology's sister publication, Government Computer News.
By Wilson P Dizard III
Reported By Washington Technology, http://www.washingtontechnology.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
On Track Innovations Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.1 per share
(Title of Class of Securities)
M8791A 109
(CUSIP Number)
Oded Bashan
Z.H.R. Industrial Zone
P.O. Box 32, Rosh Pina, Israel 12000
(011) 972-4-686-8000
With copies to:
David P. Stone, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 2005
(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. [X]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).
(Continued on following pages)
(Page 1 of 9 Pages)
---------------------------- ---------------------------------------- -------------------------------------------------
CUSIP No. M8791A 109 13D Page 2 of 9
---------------------------- ---------------------------------------- -------------------------------------------------
------------------- ------------------------------------------------- --------------------------------------------------
1 NAMES OF REPORTING PERSONS: Oded Bashan
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: N.A.
------------------- --------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [x]
------------------- --------------------------------------------------
3 SEC USE ONLY
------------------- ------------------------------ --------------------------------------------------
4 SOURCE OF FUNDS: OO, PF
------------------- --------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
------------------- ------------------------------------------------- --------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
---------------------------- ------- --------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 1,528,989 (1)
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: --
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 1,235,906 (2)
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: --
------------------- --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,528,989
------------------- --------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: (3) [x]
------------------- --------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.3 % (3)
------------------- --------------------------------------------------
14 TYPE OF REPORTING PERSON: HC, IN
------------------- --------------------------------------------------
(1) Consists of (i) 135,368 ordinary shares held directly by Mr. Bashan, (ii) 1,100,538 ordinary shares underlying options exercisable within 60 days, and (iii) 293,083 ordinary shares, as to which Mr. Bashan has (a) voting power pursuant to irrevocable proxies granted in connection with private placements, and the South China Transactions (as defined herein) and (b) no disposition power.
(2) Consists of (i) 135,368 ordinary shares held directly by Mr. Bashan and
(ii) 1,100,538 ordinary shares underlying options exercisable within 60 days.
(3) Percentage of beneficial ownership is based on the number of outstanding ordinary shares of 12,254,804. Shares beneficially owned by Mr. Bashan include shares that may be acquired thereby pursuant to options and warrants exercisable within 60 days of the date of this Amendment No. 5. Ordinary shares deemed to be beneficially owned by virtue of Mr. Bashan's right to acquire these shares within 60 days of the date of this Amendment No. 5 are treated as outstanding only for purposes of determining the percent owned by Mr. Bashan.
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EXPLANATORY NOTE
This Amendment No. 5 (this "Amendment No. 5") amends and supplements the statement on Schedule 13D (the "Schedule 13D") filed on November 24, 2003, as amended by that certain Amendment No. 1 filed on January 16, 2004, that certain Amendment No. 2 filed on June 18, 2004, that certain Amendment No. 3 filed on September 24, 2004, and that certain Amendment No. 4 filed on January 6, 2005, by Oded Bashan. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Schedule 13D, as amended to date. This Amendment No. 5 relates to sales of ordinary shares made under (i) a sales plan, dated as of September 20, 2004 (the "2004 Sales Plan"), (ii) a sales plan, dated as of September 9, 2005 (the "2005A Sales Plan"), and (iii) a sales plan, dated as of December 2, 2005 (the "2005B Sales Plan"), each established pursuant to Rule 10b5-1(c) by Oded Bashan, as described below under Item 4.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and restated as follows:
As of January 16, 2004, Mr. Bashan had been granted irrevocable proxies by a number of purchasers ("the Proxy Purchasers") in connection with private placements in November and December 2003 and January 2004 to vote in his sole discretion all of the ordinary shares of OTI held by such Proxy Purchasers, including any future shares acquired by such Proxy Purchasers. As of December 25 , 2005, the Proxy Purchasers hold 293,083 ordinary shares of OTI, all of which are subject to the irrevocable proxies. Mr. Bashan holds the voting power with respect to such ordinary shares for so long as the shares are held by the Proxy Purchasers.
In July 2005, OTI issued 52,572 of its ordinary shares to Mr. Cheung Wai Yuen, Mr. Kwan Kwok Lam and Mr. Lee Chi Keung (collectively, the "e-Pilot Shareholders") in connection with OTI's acquisition of a 71.5% interest in e-Pilot Group Ltd. (the "e-Pilot Acquisition"). Mr. Bashan was granted an irrevocable proxy with respect to the ordinary shares issued to and held by the e-Pilot Shareholders.
In July 2005, OTI issued 40,441 of its ordinary shares to POE and Mr. Lee Chi Keung (the "Sellers") in connection with OTI's acquisition of Pioneer Oriental International Ltd ("POI"), a subsidiary of POE (the "POI Acquisition"). Mr. Bashan was granted an irrevocable proxy with respect to the 20,220 ordinary shares issued to Mr. Lee Chi Keung and held by him.
As of December 25, 2005, Mr. Bashan is the beneficial owner of 1,528,989 shares of OTI, consisting of (i) 135,368 ordinary shares held directly by Mr. Bashan, (ii) 1,100,538 ordinary shares underlying options exercisable within 60 days, and (iii) 293,083 ordinary shares, as to which Mr. Bashan has
(a) voting power pursuant to irrevocable proxies granted in connection with private placements, and the South China Transactions and (b) no disposition power.
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ITEM 4. PURPOSE OF TRANSACTION.
Mr. Bashan made the sales of ordinary shares disclosed in Item 5(c) below for diversification and liquidity purposes. The 2004 Sales Plan commenced on September 20, 2004 and provided for sales of up to 142,000 option shares of OTI held by Mr. Bashan upon the satisfaction of certain pricing and other conditions. As of the date of this filing, Mr. Bashan has sold all of the ordinary shares subject to the 2004 Sales Plan. The 2005A Sales Plan commenced on September 19, 2005 and provided for sales of up to 125,161 option shares of OTI held by Mr. Bashan upon the satisfaction of certain pricing and other conditions. Mr. Bashan has terminated the 2005A Sales Plan on December 1, 2005. As of the date of termination , Mr. Bashan has sold 54,927 of the ordinary shares subject to the 2005A Sales Plan. The 2005B Sales Plan commenced on December 2, 2005 , and provides for sales of up to 130, 220 ordinary option shares of OTI held by Mr. Bashan upon the satisfaction of certain pricing and other conditions. Mr. Bashan currently intends to continue to sell additional ordinary shares until December 31, 2006, under the 2005B Sales Plan. In particular, Mr. Bashan has exercised, and intends to continue to exercise, options granted to him under OTI's Share Option Plan.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated as follows:
(a) Mr. Bashan beneficially owns 1,528,989 ordinary shares of OTI, which represent approximately 11.3% of OTI's issued and outstanding ordinary shares, consisting of (i) 135,368 ordinary shares held directly by Mr. Bashan,
(ii) 1,100,538 ordinary shares underlying options exercisable within 60 days, and (iii) 293,083 ordinary shares, as to which Mr. Bashan has (a) voting power pursuant to irrevocable proxies granted in connection with private placements, and the South China Transactions and (b) no disposition power.
(b) Mr. Bashan has the sole power to vote 1,528,989 ordinary shares he beneficially owns. Mr. Bashan has the sole power to dispose of 1,235,906 ordinary shares (including 1,100,538 ordinary shares underlying options exercisable within 60 days), and the Proxy Purchasers, the e-Pilot Shareholders and the Seller have the sole power to dispose of 293,083 ordinary shares.
(c) The sales set forth below were made by Mr. Bashan in open market transactions during the past sixty days pursuant to the 2005A Sales Plan:
Date Number of Shares Sold Price Per Share
---- --------------------- ---------------
10/24/2005 10,000 $13.00
11/02/2005 135 $13.75
11/21/2005 3,292 $13.75
11/25/2005 10,000 $13.75
11/28/2005 1,500 $13.75
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The sales set forth below were made by Mr. Bashan in open market transactions during the past sixty days pursuant to the 2005B Sales Plan:
Date Number of Shares Sold Price Per Share
---- --------------------- ---------------
12/02/2005 2,000 $12.95
12/02/2005 2,000 $12.96
12/02/2005 2,000 $12.98
12/02/2005 2,000 $12.95
12/02/2005 2,000 $13.00
12/05/2005 2,000 $12.95
12/05/2005 3,000 $12.98
12/05/2005 5,000 $13.01
12/6/2005 2,000 $12.95
12/6/2005 8,000 $13.00
12/07/2005 2,000 $12.83
12/07/2005 2,632 $12.86
12/07/2005 5,000 $12.74
12/8/2005 5,000 $12.70
12/8/2005 5,000 $12.64
12/09/2005 6,000 $12.40
12/09/2005 2,000 $12.30
12/09/2005 2,000 $12.50
12/12/2005 10,000 $12.79
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12/14/2005 5,000 $12.90
12/14/2005 5,000 $12.86
12/15/2005 10,000 $13.20
12/16/2005 10,000 $13.52
12/19/2005 5,588 $13.60
As noted above, all of the sales described above were of shares issued to Mr. Bashan upon his exercise of outstanding stock options, and the proceeds of those sales were and will be used in part to pay the exercise price of the options and related income tax obligations. In addition, all of the sales described above were made at the Broker's discretion in compliance with the requirements of Rule 10b5-1(c).
Other than the transactions described above in this Item 5, Mr. Bashan has not engaged in any transactions in OTI's ordinary shares during the past sixty (60) days.
(d) Except for Mr. Bashan, the Lenders, the Proxy Purchasers, and the e-Pilot Shareholders, no other person is known to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of securities covered by the Schedule 13D as amended by this Amendment No. 5.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On September 9, 2005, Mr. Bashan entered into the 2005A Sales Plan effective September 19, 2005, with respect to ordinary shares of OTI as described in Item 4 above. On November 30, 2005, Mr. Bashan entered into the 2005B Sales Plan effective December 2, 2005, with respect to ordinary shares of OTI as described in Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits hereto:
Exhibit 1. Sales Plan, dated as of September 9, 2005, between
Oded Bashan and CIBC Israel Ltd. Corp., acting as
agent.
Exhibit 2. Sales Plan, dated as of December 2, 2005, between
Oded Bashan and CIBC Israel Ltd. Corp., acting as
agent.
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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, complete and correct.
Dated: December 28, 2005
By: /s/ Oded Bashan
--------------------------------
Oded Bashan
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EXHIBIT 1
CIBC Israel Ltd
Rule 10b5-1 Sales Plan
Sales Plan dated 9.9.05 (this "Sales Plan") between Mr. Oded Bashan ("Seller") and CIBC Israel Ltd Corp. ("CIBC Israel Ltd"), acting as agent.
A. RECITALS
1. This Sales Plan is entered into between Seller and CIBC Israel Ltd. for the purpose of establishing a trading plan that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the OTIV stock, NIS 0.1 par value, (the "Stock"), of On Track Innovations Ltd. ("OTI") (the "Issuer")
B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
1. As of the date hereof, Seller is not aware of any material nonpublic information concerning the Issuer or its securities. Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.
2. The securities to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those that may be imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act").
3. While this Sales Plan is in effect, Seller agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Sales Plan and agrees not to alter or deviate from the terms of this Sales Plan.
4. (a) Seller agrees to provide CIBC Israel Ltd. with a certificate dated as of the date of this Sales Plan and signed by the Issuer substantially in the form of Exhibit A to this Sales Plan prior to commencement of the Plan Sales Period (as defined below).
(b) Seller agrees to notify CIBC Israel Ltd' branch compliance officer by telephone at the number set forth in paragraph G.5 below as soon as practicable if Seller becomes aware of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan. Such notice shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Seller and shall not in any way communicate any material nonpublic information about the Issuer or its securities to CIBC Israel Ltd. Such notice shall be in addition to the notice required to be given to CIBC Israel Ltd by the Issuer pursuant to the certificate set forth as Exhibit A to this Sales Plan.
5. Seller agrees to complete, execute and deliver to CIBC Israel Ltd a seller representation letter dated as of the date of this Sales Plan substantially in the form of Exhibit B to this Sales Plan prior to the commencement of the Plan Sales Period.
6. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any of Seller's affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller's affiliates.
7. Seller agrees that until this Sales Plan has been terminated Seller shall not
(i) enter into a binding contract with respect to the purchase or sale of the Stock with another broker, dealer or financial institution (each, a "Financial Institution"), (ii) instruct another Financial Institution to purchase or sell the Stock or (iii) adopt a plan for trading with respect to the Stock other than this Sales Plan.
8. Seller agrees that it shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of CIBC Israel Ltd or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while this Sales Plan is in effect.
9. (a) Seller agrees to make all filings, if any, required under Sections
13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller.
(b) Seller agrees that Seller shall at all times during the Plan Sales Period (as defined below), in connection with the performance of this Sales Plan, comply with all applicable laws..
10. If the Stock is to be sold under Rule 144, 145 or 701:
(a) Seller represents and warrants that the Stock to be sold under this Sales Plan is currently eligible for sale under Rule 144, 145 or 701.
(b) Seller agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph
(a)(2) or (e) of Rule 144 not to take, any action that would cause the sales under this Sales Plan not to meet all applicable requirements of Rule 144.
(c) Seller agrees to complete, execute and deliver to CIBC Israel Ltd Forms 144 for the sales to be effected under this Sales Plan at such times and in such number of copies as CIBC Israel Ltd shall request, and following such delivery, CIBC Israel Ltd agrees to file such Forms 144 on behalf of Seller as required by applicable law.
(d) Seller hereby grants CIBC Israel Ltd a power of attorney to complete and/or file on behalf of Seller any required Forms 144. Notwithstanding such power of attorney, Seller acknowledges that CIBC Israel Ltd shall have no obligation to complete or file Forms 144 on behalf of Seller except as set forth in subparagraph (c).
(e) CIBC Israel Ltd agrees to conduct all sales under to this Sales Plan in accordance with the manner of sale requirement of Rule 144 of the Securities Act and in no event shall CIBC Israel Ltd effect any sale if such sale would exceed the then-applicable amount limitation under Rule 144, assuming CIBC World Market's sales under to this Sales Plan are the only sales subject to that limitation.
11. Seller acknowledges and agrees that Seller does not have, and shall not attempt to exercise, any influence over how, when or whether to effect sales of Stock under this Sales Plan.
C. IMPLEMENTATION OF THE PLAN
1. Seller hereby appoints CIBC Israel Ltd to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and conditions, CIBC Israel Ltd hereby accepts such appointment.
2. CIBC Israel Ltd is authorized to begin selling Stock under this Sales Plan on 19.9.05 and shall cease selling Stock on the earliest to occur of: (i) the date on which CIBC Israel Ltd receives notice of the death of Seller; (ii) the date that the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock; (iii) the date of public announcement of a
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merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock will be exchanged or converted into shares of another company; (iv) the date on which CIBC Israel Ltd receives notice of the commencement of any proceedings in respect of or triggered by Seller's bankruptcy or insolvency; and (v) (specify, by checking one or more of the boxes below, the date upon which CIBC Israel Ltd will cease selling stock):
[X] March 31st , 2006
[X] the date the aggregate number of shares of Stock sold under this Sales Plan is 125,161 shares; and;
the date that the aggregate Gross proceeds of sales pursuant to this Sales Plan (before deducting commission and other expenses of sale) reaches $_________________.
(the period during which CIBC Israel Ltd is authorized to sell stock under this paragraph C.2 is referred to in this Sales Plan as the "Plan Sales Period").
3. (a) CIBC Israel Ltd shall sell the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined below), subject to the following restrictions, if desired (check each applicable box):
[X] CIBC Israel Ltd shall sell OTIV shares under to this Sales Plan according to the table below:
---------------- --------------------------------------------
Quantity Minimum sale price ($) per share (before
-------- ----------------------------------------
deducting commissions and other expenses
----------------------------------------
of sale)
--------
---------------- --------------------------------------------
20,000 12.50
20,000 13.00
20,000 13.75
20,000 14.50
---------------- --------------------------------------------
20,000 15.00
15,000 16.00
10,161 17.00
---------------- --------------------------------------------
|_| (insert any other restrictions)____________________________________________
(b) A "Sale Day" is (select one):
[X] each Trading Day
|_| (insert other conditions)
(c) The "Daily Sale Amount" for any Sale Day shall be (please check the applicable box to indicate the amount of Stock that CIBC Israel Ltd is to sell on each Sale Day):
[X] 10,000 OTIV shares
|_|
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[X] (insert other conditions): In the event that the volume trading day will be more than 200,000 shares - CIBC shall be entitled to sell up to 20,000 share at that specific day.
(d) Subject to the restrictions set forth in paragraph C.3(a) above, CIBC Israel Ltd shall sell the Daily Sale Amount on each Sale Day under ordinary principles of best execution at the then-prevailing market price.
(e) If, consistent with ordinary principles of best execution or for any other reason, CIBC Israel Ltd cannot sell the Daily Sale Amount on any Sale Day, then (select one):
[X] the amount of such shortfall may be sold as soon as practicable on the immediately succeeding Trading Day under ordinary principles of best execution;. Until sale plan termination
|_| CIBC Israel Ltd' obligation to sell Stock on such Sale Day under this Sales Plan shall be deemed to have been satisfied.
Nevertheless, if any such shortfall exists after the close of trading on the last Trading Day of the Plan Sales Period, CIBC Israel Ltd' authority to sell such shares for the account of Seller under this Sales Plan shall terminate.
(f) The Daily Sale Amount and the Minimum Sale Price, if applicable, shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the Plan Sales Period.
4. CIBC Israel Ltd shall not sell Stock under this Sales Plan at any time when:
(i) CIBC Israel Ltd, in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities or other crisis or calamity has occurred, or
(ii) CIBC Israel Ltd, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Seller or Seller's affiliates (other than any such restriction relating to Seller's possession or alleged possession of material nonpublic information about the Issuer or the Stock), or
(iii) CIBC Israel Ltd has received notice from the Issuer of Seller of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan or
(iv) CIBC Israel Ltd has received notice from Seller to terminate this Sales Plan in accordance with paragraph D.1 below.
5. (a) Seller agrees to deliver the Stock to be sold under this Sales Plan (with the amount to be estimated by Seller in good faith, if the Daily Sale Amount is designated as an aggregate dollar amount) (the "Plan Shares") into an account at CIBC World Markets in the name of and for the benefit of Seller (the "Plan Account") or into a Trust account for customers, prior to the commencement of sales under this Sales Plan.
(b) CIBC Israel Ltd shall withdraw Stock from the Plan Account in order to effect sales of Stock under this Sales Plan. CIBC Israel Ltd agrees to notify Seller promptly if at any time during the Plan Sales Period the number of shares of Stock in the Plan Account is less than the number of Plan Shares remaining to be sold under this Sales Plan. Upon such notification, Seller agrees to deliver promptly to the Plan Account the number of shares of Stock necessary to eliminate this shortfall.
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(c) To the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon termination of this Sales Plan, CIBC Israel Ltd agrees to return such Stock promptly to the Issuer's transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller.
6. CIBC Israel Ltd shall in no event effect any sale under this Sales Plan if the Stock to be sold is not in the Plan Account.
7. CIBC Israel Ltd may sell Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise.
D. TERMINATION
1. This Sales Plan may not be terminated prior to the end of the Plan Sales Period, except that:
(i) it may be terminated at any time by written notice from Seller received by CIBC Israel Ltd compliance office at the address or fax number set forth in paragraph G.5 below if legal or regulatory restrictions applicable to Seller or Seller's affiliates (other than any such restrictions relating to Seller's possession or alleged possession of material nonpublic information about the Issuer or the Stock) would prevent CIBC Israel Ltd from selling Stock for Seller's account during the Plan Sales Period, and
(ii) it may be suspended or, at CIBC Israel Ltd' option, terminated if CIBC Israel Ltd has received notice from the Issuer of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan.
E. INDEMNIFICATION; LIMITATION OF LIABILITY
1. (a) Seller agrees to indemnify and hold harmless CIBC Israel Ltd and or CIBC World Markets its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to CIBC Israel Ltd and or CIBC World Markets' actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller's representations and warranties in this Sales Plan) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan.
(b) Notwithstanding any other provision of this Sales Plan, CIBC Israel Ltd and or CIBC World Markets shall not be liable to Seller for:
(i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or
(ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God."
2. Seller has consulted with Seller's own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon CIBC Israel Ltd and or CIBC World Markets or any person affiliated with CIBC Israel Ltd and or CIBC World Markets in connection with Seller's adoption and implementation of this Sales Plan.
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(i) Seller acknowledges and agrees that in performing Seller's obligations under this Sales Plan, neither CIBC Israel Ltd and or CIBC World Markets nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither CIBC Israel Ltd and or CIBC World Markets nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any "investment advice" within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller's assets.
F. GENERAL
1. Seller shall pay CIBC Israel Ltd $0.04 per share of the Stock sold.
2. Seller and CIBC Israel Ltd acknowledge and agree that this Sales Plan is a "securities contract," as such term is defined in Section 741(7) of Title 11 of the United States Code (the "Bankruptcy Code"), entitled to all of the protections given such contracts under the Bankruptcy Code.
3. This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supercedes any prior agreements or understandings with regard to the Sales Plan.
4. This Sales Plan may be amended by Seller only upon the written consent of CIBC Israel Ltd and receipt by CIBC Israel Ltd of the following documents, each dated as of the date of such amendment:
(i) a representation signed by the Issuer substantially in the form of Exhibit A to this Sales Plan,
(ii) a certificate signed by Seller certifying that the representations and warranties of Seller contained in this Sales Plan are true at and as of the date of such certificate as if made at and as of such date and
(iii) a seller representation letter completed and executed by Seller substantially in the form of Exhibit B to this Sales Plan.
5. All notices to CIBC Israel Ltd under this Sales Plan shall be given to CIBC Israel Ltd' compliance office in the manner specified by this Sales Plan by telephone at 03-5262667, by facsimile at 03-5255566 or by certified mail to the address below:
CIBC ISRAEL LTD.
ATTN: ROTEM NEVO
6. Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of CIBC Israel Ltd.
7. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures on all counterparts were upon the same instrument.
8. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect.
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9. This Sales Plan shall be governed by and construed in accordance with the internal laws of the State of New York and may be modified or amended only by a writing signed by the parties to this Sales Plan.
IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above.
Signature:_________________________________
Print Name: Oded Bashan
Title: President Chairman and CEO of On Track Innovations
CIBC Israel Ltd Corp.
By:______________________________________
Print Name:_______________________________
Title:_____________________________________
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EXHIBIT A
ISSUER REPRESENTATION
1. On Track Innovations (the "Issuer") represents that it has reviewed the Sales Plan dated (the "Sales Plan") between Oded Bashan ("Seller") and CIBC Israel Ltd ("CIBC Israel Ltd") relating to the common stock, NIS 0.1, par value of the Issuer (the "Stock").
2. The sales to be made by CIBC Israel Ltd for the account of Seller under the Sales Plan will not violate the Issuer's insider trading policies, and to the best of the Issuer's knowledge there are no legal, contractual or regulatory restrictions applicable to Seller or Seller's affiliates as of the date of this representation that would prohibit the Seller from entering into the Sales Plan or prohibit any sale under the Sales Plan.
3. If, at any time during the Plan Sales Period (as defined in the Sales Plan), a legal, contractual or regulatory restriction that is applicable to Seller or Seller's affiliates would prohibit any sale under the Sales Plan (other than any such restriction relating to Seller's possession or alleged possession of material nonpublic information about the Issuer or its securities), the Issuer agrees to give CIBC Israel Ltd' branch compliance officer notice of such restriction by telephone as soon as practicable. Such notice shall be made to Rotem Nevo at 03 - 5262667 and shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Seller. In any event, the Issuer shall not communicate any material nonpublic information about the Issuer or its securities to CIBC Israel Ltd.
4. If the Stock includes shares that may be sold under Rule 144, 145 or 701 under the Securities Act of 1933, as amended (the "Securities Act"), the Issuer agrees as follows: To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Sales Plan, and in acknowledgment of CIBC Israel Ltd' agreement in paragraph B.10 of the Sales Plan that sales of Stock under the Sales Plan will be effected in compliance with applicable provisions of Rule 144 of the Securities Act of 1933, as amended, and CIBC Israel Ltd' agreement in paragraph C.5 of the Sales Plan to return any unsold shares to the Issuer's transfer agent for relegending to the extent such shares would then be subject to transfer restrictions in the hands of the Seller, the Issuer agrees that it will, immediately upon Seller's directing delivery of Stock into an account at CIBC Israel Ltd in the name of and for the benefit of Seller, instruct its transfer agent to process the transfer of shares and issue a new certificate to Seller that does not bear any legend or statement restricting its transferability to a buyer.
Dated: September 9th, 2005
On Track Innovations Ltd.
By:______________________________________ Avital Rosenberg, Adv., Company Secretary Name and title of authorized officer
EXHIBIT 2
CIBC Israel Ltd
Rule 10b5-1 Sales Plan
Sales Plan dated 2.12.05 (this "Sales Plan") between Mr. Oded Bashan ("Seller") and CIBC Israel Ltd Corp. ("CIBC Israel Ltd"), acting as agent.
A. RECITALS
1. This Sales Plan is entered into between Seller and CIBC Israel Ltd. for the purpose of establishing a trading plan that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller's holdings of the OTIV stock, NIS 0.1 par value, (the "Stock"), of On Track Innovations Ltd. ("OTI") (the "Issuer")
B. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
1. As of the date hereof, Seller is not aware of any material nonpublic information concerning the Issuer or its securities. Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.
2. The securities to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those that may be imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the "Securities Act").
3. While this Sales Plan is in effect, Seller agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Sales Plan and agrees not to alter or deviate from the terms of this Sales Plan.
4. (a) Seller agrees to provide CIBC Israel Ltd. with a certificate dated as of the date of this Sales Plan and signed by the Issuer substantially in the form of Exhibit A to this Sales Plan prior to commencement of the Plan Sales Period (as defined below).
(b) Seller agrees to notify CIBC Israel Ltd' branch compliance officer by telephone at the number set forth in paragraph G.5 below as soon as practicable if Seller becomes aware of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan. Such notice shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Seller and shall not in any way communicate any material nonpublic information about the Issuer or its securities to CIBC Israel Ltd. Such notice shall be in addition to the notice required to be given to CIBC Israel Ltd by the Issuer pursuant to the certificate set forth as Exhibit A to this Sales Plan.
5. Seller agrees to complete, execute and deliver to CIBC Israel Ltd a seller representation letter dated as of the date of this Sales Plan substantially in the form of Exhibit B to this Sales Plan prior to the commencement of the Plan Sales Period.
6. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any of Seller's affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller's affiliates.
7. Seller agrees that until this Sales Plan has been terminated Seller shall not
(i) enter into a binding contract with respect to the purchase or sale of the Stock with another broker, dealer or financial institution (each, a "Financial Institution"), (ii) instruct another Financial Institution to purchase or sell the Stock or (iii) adopt a plan for trading with respect to the Stock other than this Sales Plan.
8. Seller agrees that it shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of CIBC Israel Ltd or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while this Sales Plan is in effect.
9. (a) Seller agrees to make all filings, if any, required under Sections
13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the
extent any such filings are applicable to Seller.
(b) Seller agrees that Seller shall at all times during the Plan Sales Period (as defined below), in connection with the performance of this Sales Plan, comply with all applicable laws..
10. If the Stock is to be sold under Rule 144, 145 or 701:
(a) Seller represents and warrants that the Stock to be sold under this Sales Plan is currently eligible for sale under Rule 144, 145 or 701.
(b) Seller agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph
(a)(2) or (e) of Rule 144 not to take, any action that would cause the sales under this Sales Plan not to meet all applicable requirements of Rule 144.
(c) Seller agrees to complete, execute and deliver to CIBC Israel Ltd Forms 144 for the sales to be effected under this Sales Plan at such times and in such number of copies as CIBC Israel Ltd shall request, and following such delivery, CIBC Israel Ltd agrees to file such Forms 144 on behalf of Seller as required by applicable law.
(d) Seller hereby grants CIBC Israel Ltd a power of attorney to complete and/or file on behalf of Seller any required Forms 144. Notwithstanding such power of attorney, Seller acknowledges that CIBC Israel Ltd shall have no obligation to complete or file Forms 144 on behalf of Seller except as set forth in subparagraph (c).
(e) CIBC Israel Ltd agrees to conduct all sales under to this Sales Plan in accordance with the manner of sale requirement of Rule 144 of the Securities Act and in no event shall CIBC Israel Ltd effect any sale if such sale would exceed the then-applicable amount limitation under Rule 144, assuming CIBC World Market's sales under to this Sales Plan are the only sales subject to that limitation.
11. Seller acknowledges and agrees that Seller does not have, and shall not attempt to exercise, any influence over how, when or whether to effect sales of Stock under this Sales Plan.
C. IMPLEMENTATION OF THE PLAN
1. Seller hereby appoints CIBC Israel Ltd to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and conditions, CIBC Israel Ltd hereby accepts such appointment.
2. CIBC Israel Ltd is authorized to begin selling Stock under this Sales Plan on 2.12.05 and shall cease selling Stock on the earliest to occur of: (i) the date on which CIBC Israel Ltd receives notice of the death of Seller; (ii) the date that the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock; (iii) the date of public announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction
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affecting the securities of the Issuer as a result of which the Stock will be exchanged or converted into shares of another company; (iv) the date on which CIBC Israel Ltd receives notice of the commencement of any proceedings in respect of or triggered by Seller's bankruptcy or insolvency; and (v) (specify, by checking one or more of the boxes below, the date upon which CIBC Israel Ltd will cease selling stock):
[X] December 31st, 2006; or
[X] the date the aggregate number of shares of Stock sold under this Sales Plan is 130,220 shares; provided however that amount of 25,000 shares of Stock sold under this Sales Plan is sold after January 1st 2006.
the date that the aggregate Gross proceeds of sales pursuant to this Sales Plan (before deducting commission and other expenses of sale) reaches $_________________.
(the period during which CIBC Israel Ltd is authorized to sell stock under this paragraph C.2 is referred to in this Sales Plan as the "Plan Sales Period").
3. (a) CIBC Israel Ltd shall sell the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined below), subject to the following restrictions, if desired (check each applicable box):
[X] CIBC Israel Ltd shall sell OTIV shares under to this Sales Plan according to the table below:
---------------- --------------------------------------------
Quantity Minimum sale price ($) per share (before
-------- ----------------------------------------
deducting commissions and other expenses
----------------------------------------
of sale)
--------
---------------- --------------------------------------------
60,000 12.00
45,000 12.50
25,220 13.00
---------------- --------------------------------------------
|_| (insert any other
restrictions)__________________________________________________
(b) A "Sale Day" is (select one):
[X] each Trading Day
|_| (insert other conditions)
(c) The "Daily Sale Amount" for any Sale Day shall be (please check the applicable box to indicate the amount of Stock that CIBC Israel Ltd is to sell on each Sale Day):
[X] 10,000 OTIV shares
|_|
[X] (insert other conditions): In the event that the volume trading day will be more than 200,000 shares - CIBC shall be entitled to sell up to 20,000 share at that specific day.
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(d) Subject to the restrictions set forth in paragraph C.3(a) above, CIBC Israel Ltd shall sell the Daily Sale Amount on each Sale Day under ordinary principles of best execution at the then-prevailing market price.
(e) If, consistent with ordinary principles of best execution or for any other reason, CIBC Israel Ltd cannot sell the Daily Sale Amount on any Sale Day, then (select one):
[X] the amount of such shortfall may be sold as soon as practicable on the immediately succeeding Trading Day under ordinary principles of best execution;. Until sale plan termination
|_| CIBC Israel Ltd' obligation to sell Stock on such Sale Day under this Sales Plan shall be deemed to have been satisfied.
Nevertheless, if any such shortfall exists after the close of trading on the last Trading Day of the Plan Sales Period, CIBC Israel Ltd' authority to sell such shares for the account of Seller under this Sales Plan shall terminate.
(f) The Daily Sale Amount and the Minimum Sale Price, if applicable, shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the Plan Sales Period.
4. CIBC Israel Ltd shall not sell Stock under this Sales Plan at any time when:
(i) CIBC Israel Ltd, in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities or other crisis or calamity has occurred, or
(ii) CIBC Israel Ltd, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Seller or Seller's affiliates (other than any such restriction relating to Seller's possession or alleged possession of material nonpublic information about the Issuer or the Stock), or
(iii) CIBC Israel Ltd has received notice from the Issuer of Seller of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan or
(iv) CIBC Israel Ltd has received notice from Seller to terminate this Sales Plan in accordance with paragraph D.1 below.
5. (a) Seller agrees to deliver the Stock to be sold under this Sales Plan (with the amount to be estimated by Seller in good faith, if the Daily Sale Amount is designated as an aggregate dollar amount) (the "Plan Shares") into an account at CIBC World Markets in the name of and for the benefit of Seller (the "Plan Account") or into a Trust account for customers, prior to the commencement of sales under this Sales Plan.
(b) CIBC Israel Ltd shall withdraw Stock from the Plan Account in order to effect sales of Stock under this Sales Plan. CIBC Israel Ltd agrees to notify Seller promptly if at any time during the Plan Sales Period the number of shares of Stock in the Plan Account is less than the number of Plan Shares remaining to be sold under this Sales Plan. Upon such notification, Seller agrees to deliver promptly to the Plan Account the number of shares of Stock necessary to eliminate this shortfall.
(c) To the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon termination of this Sales Plan, CIBC Israel Ltd agrees to return such Stock promptly to the Issuer's transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller.
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6. CIBC Israel Ltd shall in no event effect any sale under this Sales Plan if the Stock to be sold is not in the Plan Account.
7. CIBC Israel Ltd may sell Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise.
D. TERMINATION
1. This Sales Plan may not be terminated prior to the end of the Plan Sales Period, except that:
(i) it may be terminated at any time by written notice from Seller received by CIBC Israel Ltd compliance office at the address or fax number set forth in paragraph G.5 below if legal or regulatory restrictions applicable to Seller or Seller's affiliates (other than any such restrictions relating to Seller's possession or alleged possession of material nonpublic information about the Issuer or the Stock) would prevent CIBC Israel Ltd from selling Stock for Seller's account during the Plan Sales Period, and
(ii) it may be suspended or, at CIBC Israel Ltd' option, terminated if CIBC Israel Ltd has received notice from the Issuer of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan.
E. INDEMNIFICATION; LIMITATION OF LIABILITY
1. (a) Seller agrees to indemnify and hold harmless CIBC Israel Ltd and or CIBC World Markets its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to CIBC Israel Ltd and or CIBC World Markets' actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller's representations and warranties in this Sales Plan) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan.
(b) Notwithstanding any other provision of this Sales Plan, CIBC Israel Ltd and or CIBC World Markets shall not be liable to Seller for:
(i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or
(ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God."
2. Seller has consulted with Seller's own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon CIBC Israel Ltd and or CIBC World Markets or any person affiliated with CIBC Israel Ltd and or CIBC World Markets in connection with Seller's adoption and implementation of this Sales Plan.
(i) Seller acknowledges and agrees that in performing Seller's obligations under this Sales Plan, neither CIBC Israel Ltd and or CIBC World Markets nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee
5
Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither CIBC Israel Ltd and or CIBC World Markets nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any "investment advice" within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller's assets.
F. GENERAL
1. Seller shall pay CIBC Israel Ltd $0.04 per share of the Stock sold.
2. Seller and CIBC Israel Ltd acknowledge and agree that this Sales Plan is a "securities contract," as such term is defined in Section 741(7) of Title 11 of the United States Code (the "Bankruptcy Code"), entitled to all of the protections given such contracts under the Bankruptcy Code.
3. This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supercedes any prior agreements or understandings with regard to the Sales Plan.
4. This Sales Plan may be amended by Seller only upon the written consent of CIBC Israel Ltd and receipt by CIBC Israel Ltd of the following documents, each dated as of the date of such amendment:
(i) a representation signed by the Issuer substantially in the form of Exhibit A to this Sales Plan,
(ii) a certificate signed by Seller certifying that the representations and warranties of Seller contained in this Sales Plan are true at and as of the date of such certificate as if made at and as of such date and
(iii) a seller representation letter completed and executed by Seller substantially in the form of Exhibit B to this Sales Plan.
5. All notices to CIBC Israel Ltd under this Sales Plan shall be given to CIBC Israel Ltd' compliance office in the manner specified by this Sales Plan by telephone at 03-5262667, by facsimile at 03-5255566 or by certified mail to the address below:
CIBC ISRAEL LTD.
ATTN: ROTEM NEVO
6. Seller's rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of CIBC Israel Ltd.
7. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures on all counterparts were upon the same instrument.
8. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect.
9. This Sales Plan shall be governed by and construed in accordance with the internal laws of the State of New York and may be modified or amended only by a writing signed by the parties to this Sales Plan.
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IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above.
Signature:_________________________________
Print Name: Oded Bashan
Title: President Chairman and CEO of On Track Innovations
CIBC Israel Ltd Corp.
By:______________________________________
Print Name:_______________________________
Title:_____________________________________
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EXHIBIT A
ISSUER REPRESENTATION
1. On Track Innovations (the "Issuer") represents that it has reviewed the Sales Plan dated (the "Sales Plan") between Oded Bashan ("Seller") and CIBC Israel Ltd ("CIBC Israel Ltd") relating to the common stock, NIS 0.1, par value of the Issuer (the "Stock").
2. The sales to be made by CIBC Israel Ltd for the account of Seller under the Sales Plan will not violate the Issuer's insider trading policies, and to the best of the Issuer's knowledge there are no legal, contractual or regulatory restrictions applicable to Seller or Seller's affiliates as of the date of this representation that would prohibit the Seller from entering into the Sales Plan or prohibit any sale under the Sales Plan.
3. If, at any time during the Plan Sales Period (as defined in the Sales Plan), a legal, contractual or regulatory restriction that is applicable to Seller or Seller's affiliates would prohibit any sale under the Sales Plan (other than any such restriction relating to Seller's possession or alleged possession of material nonpublic information about the Issuer or its securities), the Issuer agrees to give CIBC Israel Ltd' branch compliance officer notice of such restriction by telephone as soon as practicable. Such notice shall be made to Rotem Nevo at 03 - 5262667 and shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Seller. In any event, the Issuer shall not communicate any material nonpublic information about the Issuer or its securities to CIBC Israel Ltd.
4. If the Stock includes shares that may be sold under Rule 144, 145 or 701 under the Securities Act of 1933, as amended (the "Securities Act"), the Issuer agrees as follows: To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Sales Plan, and in acknowledgment of CIBC Israel Ltd' agreement in paragraph B.10 of the Sales Plan that sales of Stock under the Sales Plan will be effected in compliance with applicable provisions of Rule 144 of the Securities Act of 1933, as amended, and CIBC Israel Ltd' agreement in paragraph C.5 of the Sales Plan to return any unsold shares to the Issuer's transfer agent for relegending to the extent such shares would then be subject to transfer restrictions in the hands of the Seller, the Issuer agrees that it will, immediately upon Seller's directing delivery of Stock into an account at CIBC Israel Ltd in the name of and for the benefit of Seller, instruct its transfer agent to process the transfer of shares and issue a new certificate to Seller that does not bear any legend or statement restricting its transferability to a buyer.
Dated: November 30, 2005
On Track Innovations Ltd.
By:_______________________________________ Avital Rosenberg, Adv., Company Secretary Name and title of authorized office
Tuesday January 10, 3:00 am ET
Initial Orders for Infrastructure to Reach Approximately $500,000
FORT LEE, N.J., Jan. 10 /PRNewswire-FirstCall/ -- On Track Innovations Ltd, (OTI) (Nasdaq: OTIV - News) a global leader in contactless microprocessor-based smart card solutions, today announced the installation of its EasyFuel(TM) wireless petroleum payment solution at gas stations in central Peru. OTI is marketing EasyFuel with Automation Service S.A.C. (ASSAC), a Peruvian company dedicated to the development of solutions for the administration of stations and the control of fleets utilizing the EasyFuel system. OTI's EasyFuel(TM) wireless petroleum payment solution will automate the distribution of both fuel and oil.
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After a successful pilot program, Minera Yanacocha S.R.L., the largest gold producer in South America, has signed a contract to implement the EasyFuel system on their fleet. This includes the upgrade of vehicles currently equipped with OTI's FuelMaster. The system will increase service speed at the pump, help eliminate fraud and increase the efficiencies of fleet management.
Oded Bashan, President and CEO, OTI, commented, "We are pleased to be expanding our EasyFuel program in Peru. The increasing adoption of EasyFuel validates the many benefits it provides to both petroleum vendors and fleet operators. The system is cost-effective, easy to install, and allows fleet managers to have better control of their expenses at the pump. We are happy to be working with ASSAC and look forward to further expanding the availability of EasyFuel in Peru."
Marco Moscoso General Director of ASSAC Automaton Service S.A.C., said, "We are delighted to be working with OTI, the leader in contactless card solutions. The Minera Yanacocha project is the largest and most important EasyFuel project we have signed to date in Peru and their adoption of the product demonstrates its importance to fleet operators in the region. OTI's innovative solutions designed specifically for the petroleum market permits fleet managers to utilize the latest technology to better manage their business. We look forward to leveraging this relationship and expanding the availability of OTI's EasyFuel system to additional stations and fleets throughout Peru."
The EasyFuel wireless solution represents the next generation of OTI's gasoline management system. It is a completely wireless solution for gas stations that dramatically reduces installation and maintenance costs, allowing for quick and easy deployment, with a rapid return on investment. The system is based on OTI's patented technology that allows RFID smart tags to work in both short and long-range situations.
The EasyFuel system has built-in benefits for the oil companies and commercial fleet operators. Fleet companies eliminate non-authorized fueling and receive comprehensive billing and detailed operating information. Operators can take advantage of the system's pay-at-the-pump capabilities and benefit from built-in loyalty programs. By controlling the distribution of fuel electronically, fraud is greatly reduced while significantly decreasing the total service time. The system also allows for 24-hour non-attendant sales and greater in-store purchases. Several major oil companies, including BP and Repsol, and many large commercial fleet operators have adopted OTI's solution for petroleum payment and fleet management in Africa, South America, and Europe.
About OTI
Established in 1990, OTI (Nasdaq: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, micropayments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com.
For more information about Automation Service S.A.C. (ASSAC), visit http://www.assac.com.pe
This press release contains forward-looking statements. Such statements are subject to certain risks and uncertainties, such as market acceptance of new products and our ability to execute production on orders, which could cause actual results to differ materially from those in the statements included in this press release. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. OTI disclaims any intention or obligation to update or revise any forward- looking statements, which speak only as of the date hereof, whether as a result of new information, future events or otherwise. Results could differ materially from expected results. OTI undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances.
OTI Contact:
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