SC 13G
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. ___________)*
NEXUS TELOCATION
SYSTEMS LIMITED
(Name of Issuer)
ORDINARY SHARES
(Title of Class of
Securities)
M74919 14 9
(CUSIP Number)
JUNE 27, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1 (b)
x
Rule 13d-1 (c)
o
Rule 13d-1 (d)
*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 the disclosures provided in a prior cover page.
The information required in 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. M74919 14 9
|
|
|
|
| 1 |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
M. WERTHEIM (HOLDINGS) LTD.
|
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)o
(b)o
|
| 3 |
SEC Use Only
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| 4 |
Citizenship or Place of Organization
ISRAEL
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
5 |
Sole Voting Power
13,475,731
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| 6 |
Shared Voting Power
|
| 7 |
Sole Dispositive Power
13,475,731
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| 8 |
Shared Dispositive Power
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,475,731
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| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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| 11 |
Percent of Class Represented by Amount in Row (9)
7.6%
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| 12 |
Type of Reporting Person (See Instructions)
CO
|
* See SCHEDULE I attached
Item 1.
| |
NEXUS
TELOCATION SYSTEMS LTD. |
| |
(b) |
Address
of Issuer’s Principal Executive Offices |
| |
1
KORAZIN ST., GIVATAYIM, ISRAEL |
Item 2.
| |
(a) |
Name
of Person Filing |
| |
M.
WERTHEIM (HOLDINGS) LTD. |
| |
(b) |
Address
of Principal Business Office or, if none, Residence |
| |
35
JABOTINSKY ST., RAMAT- GAN, ISRAEL |
| |
(d) |
Title
of Class of Securities |
| Item 3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
| |
(a) |
o
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| |
(b) |
o
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| |
(c) |
o
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| |
(d) |
o
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| |
(e) |
o
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
(f) |
o
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
(g) |
o
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
(h) |
o
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
| |
(i) |
o
A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
(j) |
o
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
| |
(a)
Amount beneficially owned: 13,475,731*. |
| |
(b)
Percent of class: 7.6%. |
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(c)
Number of shares as to which the person has: |
| |
(i)
Sole power to vote or to direct the vote 13,475,731. |
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(ii)
Shared power to vote or to direct the vote ______________________. |
| |
(iii)
Sole power to dispose or to direct the disposition of 13,475,731. |
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(iv)
Shared power to dispose or to direct the disposition of __________. |
Instruction.
For computations regarding securities which represent a right to acquire an
underlying security see §240.13d3(d)(1).
| Item 5. |
Ownership of Five Percent or Less of a Class if this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following o
. |
| |
Instruction:
Dissolution of a group requires a response to this item. |
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person. |
| Item 8. |
Identification
and Classification of Members of the Group. |
| Item 9. |
Notice
of Dissolution of Group. |
| |
By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or
effect. |
* See Schedule I attached.
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.
|
|
JULY 8, 2004
Date
BY: /S/ GIDON SITERMAN
——————————————
GIDON SITERMAN
DIRECTOR |
The original statement shall be
signed by each person on whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his
signature.
| NOTE: |
Schedules
filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties for whom copies are to be
sent. |
| Attention: |
|
Intentional
misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C.
1001) |
| |
It
should be noted that Nexus Telocation Systems Ltd. (the “Company”) has granted
M. Wertheim (Holdings) Ltd. (the “Reporting Person”) a conditional warrant to
purchase from the Company up to 5,441,116 Ordinary Shares of the Company, nominal value
NIS 0.03, subject to the terms and conditions set forth below, effective as of June 27,
2004. This warrant may be exercised only in the event that the Company does not comply
with its obligation to repay certain loans to Bank Hapoalim BM & Bank Hapoalim
exercised a guarantee provided by the Reporting Person. Moreover, this warrant shall
expire upon and be void as of October 10, 2007, subject to the full repayment of the
loans and full release of the guarantees. |