- Prospectus filed pursuant to Rule 424(b)(3) (424B3)
01 January 2009 - 7:59AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-130324
Prospectus Supplement No. 2
(To Prospectus Dated January 10, 2006)
ON TRACK INNOVATIONS LTD.
This
prospectus supplement updates the prospectus dated January 10, 2006.
We
are providing this prospectus supplement to update the table in the prospectus under the
caption Selling Shareholders, to reflect the transfer of Warrants to purchase
an aggregate of 1,500 of our Ordinary Shares at an exercise price of $14.58 per share. The
amounts set forth below are based upon information provided to us by the selling
shareholders (or their representatives), or on our records, and are accurate to the best
of our knowledge. You should read this prospectus supplement together with the prospectus
dated January 10, 2006 and the prospectus supplement dated December 26, 2007 which are to
be delivered with this prospectus supplement.
The
table below sets forth additional information concerning beneficial ownership of the
Ordinary Shares, Warrants and the Ordinary Shares issuable upon exercise of the Warrants.
The table below supplements and amends the table appearing under Selling
Shareholders beginning on page 20 of the prospectus, only with respect to those
selling shareholders that are listed in the table below.
Name of Selling
Shareholder
|
Relationship
With Us
Within Past
3 Years from
the date of
the Prospectus
|
Total Amount
Beneficially
Owned(*)
|
Amount of
Ordinary
Shares to be
Offered
for the Selling
Shareholders'
Account
|
Amount of
Ordinary
Shares
Underlying
Warrants or
Options to be
Offered for
the Selling
Shareholders'
Account
|
Amount
Beneficially
Owned after
the
Offering(**)
|
Percent
Beneficially
Owned after
the
Offering(***)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banque Privee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edmond de
|
|
|
Rothschild SA
|
|
|
|
Shareholder
|
|
|
713,848
|
(1)
|
|
150,000
|
|
|
72,750
|
|
|
491,098
|
|
|
3.3
|
%
|
|
|
|
Bank Julius Baer - Zurich
|
|
|
|
None
|
|
|
8,250
|
(2)
|
|
--
|
|
|
2,250
|
|
|
6,000
|
|
|
(a)
|
|
|
(a) Represents less than 1%.
|
* Except as
otherwise noted and pursuant to applicable community property laws, each person
or entity named in the table has sole voting and investment power with respect
to all ordinary shares listed as owned by that person or entity. Shares
beneficially owned include shares that may be acquired pursuant to options and
warrants exercisable within 60 days of the date of this prospectus.
** Assuming the sale of all ordinary
shares registered for the account of the selling shareholder. The selling shareholder may
sell all, some or no portion of the ordinary shares registered hereunder.
*** Based on
21,533,788 ordinary shares outstanding as of December 31, 2008. Ordinary shares
deemed to be beneficially owned by virtue of the right of any person to acquire
these shares within 60 days of the date of this prospectus are treated as
outstanding only for purposes of determining the percent owned by such person.
(1)
Includes (i) 587,698 ordinary shares, (ii) 53,400 ordinary shares underlying
warrants exercisable within 60 days with an exercise price of $13.97 per share
and (iii) 72,750 ordinary shares underlying warrants exercisable within 60 days
with an exercise price of $14.58 per share. Mr. Patrick Segal has voting and/or
investment control over this selling shareholder.
(2)
Includes (i) 2,250 ordinary shares underlying warrants exercisable within 60
days with an exercise price of $14.58 per share and (ii) 6,000 ordinary shares
underlying warrants exercisable within 60 days with an exercise price of $13.97
per share. Mr. Alexandre Borgeat of Bank Julius Baer & Co. Ltd. has voting
and/or investment control over this selling shareholder.
Investing in our Ordinary Shares involves a high degree of risk.
See "Risk Factors" beginning on page 5 of the prospectus.
We
will not receive any of proceeds from the sale of Warrants or the Ordinary Shares by the
selling shareholders other than the exercise price of the Warrants. The selling
shareholders may sell the Ordinary Shares either directly or through underwriters,
broker-dealers or agents and in one or more transactions at market prices prevailing at
the time of sale or at negotiated prices, or as further disclosed under Plan of
Distribution beginning on page 24 of the prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the
prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is December 31, 2008.
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