UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 23)*
Under the Securities Exchange Act of 1934
SCAILEX CORPORATION LTD.
------------------------
(Name of Issuer)
Ordinary Shares, NIS 0.12 nominal (par) value per share
-------------------------------------------------------
(Title of Class of Securities)
809090103
---------
(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 732-3200
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 2008
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("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).
CUSIP No. 809090103
1 NAME OF REPORTING PERSON: Tao Tsuot Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 8,974,198 ordinary shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,974,198 ordinary shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,974,198 ordinary shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.51%
14 TYPE OF REPORTING PERSON: CO
--------------------------
* Mr. Ben Dov, Harmony (Ben Dov) Ltd. and Tao Tsuot Ltd. are the beneficial
owners of 8,974,198 ordinary shares of the Issuer. Tao Tsuot Ltd. directly holds
8,974,198 ordinary shares of the Issuer. Mr. Ben Dov beneficially owns 83.27% of
the shares of Tao Tsuot Ltd., of which 73.56% are held of record by Mr. Ben Dov
and 9.71% are held of record by Harmony (Ben Dov) Ltd., a company wholly-owned
by Mr. Ben Dov. Accordingly, Mr. Ben Dov may be deemed to have the sole voting
and dispositive power as to the 8,974,198 ordinary shares of the Issuer held of
record by Tao Tsuot Ltd.
2
CUSIP No. 809090103
1 NAME OF REPORTING PERSON: Harmony (Ben Dov) Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 9,091,260 ordinary shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,091,260 ordinary shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,091,260 ordinary shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.81%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Ben Dov, Harmony (Ben Dov) Ltd. and Tao Tsuot Ltd. are the beneficial
owners of 8,974,198 ordinary shares of the Issuer. Tao Tsuot Ltd. directly holds
8,974,198 ordinary shares of the Issuer. Mr. Ben Dov beneficially owns 83.27% of
the shares of Tao Tsuot Ltd., of which 73.56% are held of record by Mr. Ben Dov
and 9.71% are held of record by Harmony (Ben Dov) Ltd., a company wholly-owned
by Mr. Ben Dov. In addition, Harmony (Ben Dov) Ltd. directly holds 117,062
ordinary shares of the Issuer. Accordingly, Mr. Ben Dov may be deemed to have
the sole voting and dispositive power as to the aggregate 9,091,260 ordinary
shares of the Issuer held of record by Tao Tsuot Ltd. and Harmony (Ben Dov) Ltd.
3
CUSIP No. 809090103
1 NAME OF REPORTING PERSON: Suny Electronics Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 4,882,956 ordinary shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,882,956 ordinary shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,882,956 ordinary shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.79%
14 TYPE OF REPORTING PERSON: CO
--------------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of4,882,956 ordinary shares of the Issuer. Suny Electronics
Ltd. directly holds 4,882,956 ordinary shares of the Issuer. Ben Dov Holdings
Ltd., a company wholly-owned by Mr. Ben Dov, owns 68.59% of the shares of Suny
Electronics Ltd. Accordingly, Mr. Ben Dov may be deemed to have the sole voting
and dispositive power as to the 4,882,956 ordinary shares of the Issuer held of
record by Suny Electronics Ltd.
4
CUSIP No. 809090103
1 NAME OF REPORTING PERSON: Ben Dov Holdings Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 4,882,956 ordinary shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,882,956 ordinary shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,882,956 ordinary shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.79%
14 TYPE OF REPORTING PERSON: CO
-----------------------------
* Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the
beneficial owners of 4,882,956ordinary shares of the Issuer. Suny Electronics
Ltd. directly holds 4,882,956 ordinary shares of the Issuer. Ben Dov Holdings
Ltd., a company wholly-owned by Mr. Ben Dov, owns 68.59% of the shares of Suny
Electronics Ltd. Accordingly, Mr. Ben Dov may be deemed to have the sole voting
and dispositive power as to the 4,882,956 ordinary shares of the Issuer held of
record by Suny Electronics Ltd.
5
CUSIP No. 809090103
1 NAME OF REPORTING PERSON: Ilan Ben Dov
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 13,974,216 ordinary shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 13,974,216 ordinary shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,974,216 ordinary shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 36.60%
14 TYPE OF REPORTING PERSON: IN
-----------------------------
* Mr. Ben Dov, Harmony (Ben Dov) Ltd. and Tao Tsuot Ltd. are the beneficial
owners of 8,974,198 ordinary shares of the Issuer that are directly held by Tao
Tsuot Ltd. Mr. Ben Dov, directly and through Harmony (Ben Dov) Ltd.,
beneficially owns 83.27% of the shares of Tao Tsuot Ltd. Mr. Ben Dov and Harmony
(Ben Dov) Ltd. are the beneficial owners of 117,062 ordinary shares of the
Issuer that are directly held by Harmony (Ben Dov) Ltd., a company wholly-owned
by Mr. Ben Dov. Mr. Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are
the beneficial owners of 4,882,956 ordinary shares of the Issuer that are
directly held by Suny Electronics Ltd. Ben Dov Holdings Ltd., a company
wholly-owned by Mr. Ben Dov, owns 68.59% of the shares of Suny Electronics Ltd.
Accordingly, Mr. Ben Dov may be deemed to have the sole voting and dispositive
power as to the aggregate 13,974,216 ordinary shares of the Issuer held of
record by Tao Tsuot Ltd., Harmony (Ben Dov) Ltd. and Suny Electronics Ltd.
6
Item 1. Security and Issuer.
--------------------
This Amendment No. 23 to the Statement on Schedule 13D dated July 22,
2004, as last amended on January 17 , 2008, is being filed to report the
purchase by Tao Tsuot Ltd. ("Tao"), and Suny Electronics Ltd. ("Suny") of an
aggregate of 410,671 ordinary shares, nominal par value NIS 0.12 per share, (the
"Ordinary Shares") of Scailex Corporation Ltd. (the "Issuer"), a company
organized under the laws of the State of Israel. According to the most recent
Annual Report on Form 20-F of the Issuer, filed with the Securities and Exchange
Commission on June 19, 2007, the principal executive offices of the Issuer are
located at 3 Azrieli Center, Triangular Tower, 43rd Floor, Tel Aviv 67023,
Israel.
Item 2. Identity and Background.
------------------------
ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
This Statement is being filed by Tao, Harmony (Ben Dov) Ltd.
("Harmony"), Suny, Ben Dov Holdings Ltd. ("Ben Dov Holdings") and Mr. Ilan Ben
Dov.
Mr. Ben Dov, a citizen of Israel, is principally employed as the
chairman of the board of directors of Ben Dov Holdings, Harmony and Tao, and as
the chief executive officer and the chairman of the board of directors of Suny.
Mr. Ben Dov's business address is 46 Ben Zion Galis Street, Petach Tikva, Israel
49277.
Ben Dov Holdings is a private company incorporated under the law of
the State of Israel. It is principally engaged in investing. The address of its
principal office is 46 Ben Zion Galis Street, Petach Tikva, Israel 49277. Ben
Dov Holdings is wholly-owned by Mr. Ben Dov.
Harmony is a private company incorporated under the law of the State
of Israel. It is principally engaged in investing. The address of its principal
office is 14 Mishmar Hagvul Street, Tel Aviv, Israel 69697. Harmony is
wholly-owned by Mr. Ben Dov.
Suny is a public company incorporated under the law of the State of
Israel. Suny's shares are traded on the Tel Aviv Stock Exchange. Mr. Ben Dov,
through Ben Dov Holdings Ltd., a company wholly-owned by him, owns 68.59% of the
shares of Suny Electronics Ltd. Suny Telecom, (1994) Ltd., a wholly-owned
subsidiary of Suny, owns 8.57% of Suny's shares and 22.84% of Suny's shares is
owned by the public. Suny's principal business is the importation and
distribution, through its subsidiaries, of cellular phones. The address of its
principal office is 46 Ben Zion Galis Street, Petach Tikva, Israel 49277.
Tao is a public company incorporated under the law of the State of
Israel. Tao's shares are traded on the Tel Aviv Stock Exchange. Mr. Ben Dov
beneficially owns 83.27% of the shares of Tao Tsuot Ltd., of which 73.56% are
held of record by Mr. Ben Dov and 9.71% are
7
held of record by Harmony (Ben Dov) Ltd., a company wholly-owned by Mr. Ben Dov.
Of the remaining outstanding shares of Tao, 16.44% are held by the public and
0.29% are held by Tao's chief executive officer. Tao is a holding company.
The address of its principal office is 46 Ben Zion Galis Street, Petach Tikva,
Israel 49277.
During the last five years, none of Mr. Ben Dov, Ben Dov Holdings,
Harmony, Suny or Tao has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding it, he or she was or is subject to a judgment, decree
or final order either enjoining future violations of, or prohibiting or
mandating activities subject to, United States federal or state securities laws,
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
ITEM 3 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
From the last report filed on January 17 , 2008 through February 25,
2008, Tao and Suny purchased an aggregate of 410,671 Ordinary Shares of the
Issuer in a series of transactions. The aggregate purchase price for such
410,671 Ordinary Shares was approximately $4,228,003, all of which amount was
paid by Tao and Suny from its working capital.
Item 4. Purpose of Transaction.
-----------------------
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
(c) The 410,671 Ordinary Shares purchased by Tao during the period January
17 , 2008 through February 25, 2008 were purchased for portfolio investment
purposes. Mr. Ben Dov, Ben Dov Holdings, Harmony, Suny and Tao currently do not
have any plan or proposal, which relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
8
(d) any change in the present board of directors or management of the
Issuer, including any plan or proposal to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or by-laws or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
However, such plans or proposals may have been considered, and may from
time to time hereafter be considered, by Ben Dov Holdings, Harmony, Suny, Tao
and Mr. Ben Dov, and in his capacity as chairman of the board of directors of
Ben Dov Holdings, Harmony and Tao and as chief executive officer and chairman of
the board of directors of Suny.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) Mr. Ben Dov, Harmony and Tao are the beneficial owners of 8,974,198
Ordinary Shares, which constitute approximately 23.51% of the issued and
outstanding Ordinary Shares, based on 38,178,363 issued and outstanding Ordinary
Shares on June 19, 2007, as disclosed in the Issuer's most recent Annual Report
on Form 20-F, filed with the Securities and Exchange Commission on June 19,
2007.
Mr. Ben Dov and Harmony are the beneficial owners of 117,062 Ordinary
Shares, which constitute approximately 0.31% of the issued and outstanding
Ordinary Shares, based on 38,178,363 issued and outstanding Ordinary Shares on
June 19, 2007, as disclosed in the Issuer's most recent Annual Report on Form
20-F, filed with the Securities and Exchange Commission on June 19, 2007.
Mr. Ben Dov, Ben Dov Holdings and Suny are the beneficial owners of
4,882,956 Ordinary Shares, which constitute approximately 12.79% of the issued
and outstanding Ordinary
9
Shares, based on 38,178,363 issued and outstanding Ordinary Shares on June 19,
2007, as disclosed in the Issuer's most recent Annual Report on Form 20-F, filed
with the Securities and Exchange Commission on June 19, 2007.
(b) Mr. Ben Dov, Harmony and Tao have shared power to vote or direct
the vote and the shared power to dispose or direct the disposition of the
8,974,198 Ordinary Shares beneficially owned by them.
Mr. Ben Dov and Harmony have shared power to vote or direct the vote
and the shared power to dispose or direct the disposition of the 117,062
Ordinary Shares beneficially owned by them.
Mr. Ben Dov, Ben Dov Holdings and Suny have shared power to vote or
direct the vote and the shared power to dispose or direct the disposition of the
4,882,956 Ordinary Shares beneficially owned by them.
(c) The following table sets forth all the transactions in the Ordinary Shares
of the Issuer effected by Tao since January 17, 2008. All such transactions were
open market purchases effected on the Tel Aviv Stock Exchange and on the NASDAQ
National Market.
Number of
Date of Purchase by Tao Ordinary Shares Price Per Share*
----------------------- --------------- ----------------
January 17, 2008 11,070 $10.46
January 20, 2008 3,000 $10.48
January 21, 2008 20,000 $10.34
January 22, 2008 7,140 $9.75
January 23, 2008 1,226 $10.56
January 24, 2008 41,500 $10.56
January 27, 2008 10,000 $10.38
January 30, 2008 2,733 $10.56
January 31, 2008 10,192 $10.67
February 3, 2008 3,500 $10.76
February 7, 2008 26,742 $10.05
February 11, 2008 12,000 $10.30
February 12, 2008 28,520 $10.47
February 13, 2008 7,143 $10.50
February 14, 2008 2,500 $10.46
February 17, 2008 2,260 $10.24
February 18, 2008 9,464 $10.21
February 19, 2008 10,000 $10.28
February 20, 2008 15,000 $10.19
February 21, 2008 5,000 $10.21
February 24, 2008 2,000 $10.24
February 25, 2008 22,660 $10.16
10
Number of
Date of Purchase by Suny Ordinary Shares Price Per Share*
------------------------ --------------- ----------------
January 22, 2008 116,331 $10.15
January 23, 2008 20,690 $10.51
January 28, 2008 20,000 $10.33
-------------------
* Does not include broker's commissions.
Except for such transactions, Tao, Harmony, Suny, Ben Dov Holdings and Mr. Ben
Dov have not effected any transactions in the Ordinary Shares since January 17,
2008.
(d) No person other than Ben Dov Holdings, Harmony, Suny, Tao and Mr.
Ben Dov, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares reported above in
this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
----------------------------------------------------------------------
There are no present contracts, arrangements, understandings or
relationships (legal or otherwise) among any of Tao, Harmony, Suny, Ben Dov
Holdings and Mr. Ben Dov and between such persons and any person with respect to
the securities of the Issuer, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangement, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Not applicable.
11
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: March 3, 2008
BEN DOV HOLDINGS LTD.
/s/ Ilan Ben Dov
----------------
Mr. Ilan Ben Dov
By: /s/ Ilan Ben Dov
----------------
Mr. Ilan Ben Dov
Chairman of the Board of Directors
SUNY ELECTRONICS LTD. HARMONY (BEN DOV) LTD.
By: /s/ Ilan Ben Dov By: /s/ Ilan Ben Dov
------------------ -----------------
Mr. Ilan Ben Dov Mr. Ilan Ben Dov
Chief Executive Officer and Chairman of the Board of Directors
Chairman of the Board of Directors
TAO TSUOT LTD.
By: /s/ Ilan Ben Dov
----------------
Mr. Ilan Ben Dov
Chairman of the Board of Directors
12