UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
MAGAL SECURITY SYSTEMS LTD.
---------------------------
(Name of Issuer)
Ordinary Shares, par value NIS1.00 per share
--------------------------------------------
(Title of Class of Securities)
M6786D 10 4
-----------
(CUSIP Number)
Steven J. Glusband
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 24, 2004
-------------------------------------------------------
(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 will 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 will 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 will 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 will be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. M6786D 10 4
1 NAME OF REPORTING PERSON: Mira Mag Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
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: Liberia
NUMBER OF 7 SOLE VOTING POWER: 2,535,096 shares of Ordinary Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0 shares of Ordinary Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 2,535,096 shares of Ordinary Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 shares of Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,535,096 shares of 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): 31.0%
14 TYPE OF REPORTING PERSON: CO
2
This Amendment No. 1 to the Statement on Schedule 13D dated July 24, 2003
is being filed to report the sale by Mira Mag Inc. ("Mira Mag") of an aggregate
of 1,593,836 ordinary shares, NIS 1.0 par value, (the "Ordinary Shares") of
Magal Security Systems, Ltd., an Israeli corporation, (the "Issuer") in a series
of open market transactions.
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 Mira Mag Inc., ("Mira Mag") a Liberian
company. The business address of Mira Mag is c/o International Trust Company of
Liberia, 80 Broad Street, City of Monrovia, County of Montserrado, Republic of
Liberia. Mira Mag's directors are Messrs. Barry Stiefel and Jacob Even-Ezra.
During the last five years, neither Mira Mag, nor any of its directors nor
executive officers (1) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (2) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, U.S. federal or state securities laws or finding any violation with
respect to such laws.
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) and (b) Mira Mag is the holder of 2,535,096 Ordinary Shares of the
Issuer, or approximately 31.0% of the 8,188,961 Ordinary Shares of the Issuer's
issued and outstanding shares as of April 5, 2004. Mira Mag is a holding company
in which The Eurona Foundation holds 81.5%, and Jacob Even-Ezra's three
children, hold 18.5% of the outstanding shares. Mr. Even-Ezra has served as the
Issuer's chairman of the Board and Chief Executive Officer since 1984. The
purpose of the Eurona Foundation, the trustees of which are Prinz Michael von
Liechtenstein, Altenbach 8, P.O. Box 339, FL 9490 Vaduz, Liechtenstein, and
Nathan Kirsh, Kapola Estate, Ezulwini, Swaziland, is to provide for the
education, maintenance and support of the family of Nathan Kirsh and such other
persons as the foundation's board may determine. Jacob Even-Ezra beneficially
owns all of the shares of the Issuer held by Mira Mag in which his children,
Ornit Dekel and Guy and Asaf Even-Ezra, have an interest.
(c) The following table sets forth all the transactions in the Ordinary
Shares of the Issuer effected by Mira Mag since March 24, 2004. All such
transactions were open market sales effected on the Nasdaq National Market.
3
Number of
Ordinary
Date of Sale Shares Price Per Share*
------------ ------ ----------------
March 24, 2004 170,690 $15.53
March 25, 2004 40,100 $15.11
March 26, 2004 24,210 $15.04
March 29, 2004 215,000 $16.60
March 30, 2004 200,000 $19.34
March 31, 2004 150,000 $21.75
April 1, 2004 473,836 $22.02
April 2, 2004 320,000 $21.23
-------------------------
* Does not include broker's commissions.
Except for such transactions, Mira Mag has not effected any transactions in
the Ordinary Shares since March 24, 2004.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be filed as Exhibits
None.
4
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned hereby certify that the information set forth in this Statement is
true, complete and correct.
Date: April 5, 2004
Mira Mag Inc.
/s/ Jacob Even-Ezra
-------------------
By: Jacob Even-Ezra
Title: Director
5