UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 240.13d-2(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
(Amendment No. 2)*
| Formula Systems (1985) Ltd. |
| (Name of Issuer) |
| Ordinary Shares, NIS 1.00 per share |
| (Title of class of securities) |
| 346414-10-5 |
| (CUSIP number) |
|
Gabriela Żukowicz Asseco Poland S.A. Olchowa 14 35-322 Rzeszow, Poland +48 17 888 55 55
with a copy to: Mike Rimon, Adv. c/o Meitar Liquornik Geva Leshem Tal 16 Abba Hillel Road Ramat Gan, 5250608 Israel |
| (Name, address and telephone number of person authorized to receive notices and communications) |
| August 22, 2017 |
| (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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
*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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 9 Pages)
| CUSIP No. 346414-10-5 | 13D | Page 2 |
| 1. |
NAME OF REPORTING PERSON:
Asseco Poland S.A. |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ¨ (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS:
WC, OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Poland |
|
NUMBER BENEFICIALLY OWNED REPORTING PERSON |
7. |
SOLE VOTING POWER:
3,877,846 |
| 8. |
SHARED VOTING POWER:
0 | |
| 9. |
SOLE DISPOSITIVE POWER:
3,877,846 | |
| 10. |
SHARED DISPOSITIVE POWER:
0 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,877,846 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ¨ |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
26.3% (see Item 5) (1) |
| 14. |
TYPE OF REPORTING PERSON:
CO |
| (1) | The percentage ownership reported herein is based on 14,728,782 ordinary shares of the Issuer that are outstanding, based on information contained in the Issuer’s Annual Report on Form 20-F for the year ended December 31, 2016, which was filed with the SEC on May 16, 2017, which information has been confirmed by the Issuer to the Reporting Person as still accurate. |
| Item 1. | Security and Issuer. |
This Amendment No.2 (this “Amendment No. 2”) to the Statement of Beneficial Ownership on Schedule 13D filed on December 6, 2010 (the “Statement”), as amended by Amendment No. 1 thereto filed on August 8, 2017 (“Amendment No. 1”), relates to the ordinary shares, par value 1.00 New Israeli Shekels (“NIS”) per share (“Ordinary Shares”), of Formula Systems (1985) Ltd., an Israeli corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 5 HaPlada Street, Or Yehuda 6021805, Israel. Capitalized terms used herein that are not otherwise defined shall have the respective meanings assigned thereto in the Statement.
This Amendment No. 2 is being filed by Asseco (as defined in Item 2 below) to report a reduction in the beneficial ownership of Asseco by more than one percent relative to the 4,466,997 Ordinary Shares that had been held by it as reported in Amendment No. 1. This overall decrease in Asseco’s beneficial ownership is attributable to the sale by Asseco of 589,151 Ordinary Shares on August 22, 2017. See paragraph (c) of Item 5 below for further details.
| Item 2. | Identity and Background. |
This Amendment No. 2 is being filed by Asseco Poland S.A. (“Asseco”), sometimes referred to herein as the “Reporting Person.”
Asseco is a Polish joint-stock company. The principal business of Asseco is software production and development. The principal business and office address of Asseco is Olchowa 14, 35-322 Rzeszow, Poland. The names, business addresses, present principal occupation or employment and citizenship of the directors and executive officers of Asseco are set forth in the attached Schedule A, which is incorporated herein by reference.
During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors and executive officers of the Reporting Person, (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibited or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
No funds were expended by the Reporting Person for the transaction described in this Amendment No. 2, which consisted of the sale of Ordinary Shares by Asseco.
| Item 4. | Purpose of Transaction. |
As described in the Statement, the Ordinary Shares purchased by the Reporting Person were purchased as a strategic investment in the Issuer and its subsidiaries and affiliate companies engaged in the IT solutions and services business, with the intent of expanding the Reporting Person’s product offering and market reach. The sale of Ordinary Shares by Asseco that is reported in this Amendment No. 2 does not imply a change in this approach. Despite the reduction in its holdings, Asseco still holds a significant stake in the Issuer’s share capital.
Asseco intends to continue to assess its investment in the Issuer from time to time on the basis of various factors, including, without limitation, the Issuer’s business, financial condition, results of operations and prospects, general economic, market and industry conditions, as well as other developments and other investment opportunities. Depending upon the foregoing factors or any other factors deemed relevant by Asseco, it may acquire additional Ordinary Shares or other Issuer securities and/or financial instruments, or dispose of all or part of the Ordinary Shares, in open market transactions, privately negotiated transactions or otherwise. Any acquisition or disposition may be effected by Asseco at any time without prior notice.
As noted in the Statement, Asseco affirms herein once again that its representatives may engage in communications from time to time with one or more shareholders, officers or directors of the Issuer regarding the Issuer's operating performance, strategic direction or other matters that, if effected, could result in or relate to, among other things, any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set forth above, neither the Reporting Person, nor, to the best of its knowledge, any of its directors or executive officers, has any present plan or proposal which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5 | Interests in the Securities of the Purchaser. |
(a) and (b) The responses of the Reporting Person to Rows (7) through (13) of the cover pages of this Amendment No. 2 are incorporated herein by reference. As of the date of this Amendment No. 2, Asseco is the direct holder and beneficial owner (with direct voting and dispositive power) of 3,877,846 Ordinary Shares, representing approximately 26.3% of the Issuer’s outstanding Ordinary Shares (which percentage is based on 14,728,782 Ordinary Shares issued and outstanding, which outstanding share information was reported in the Issuer’s Annual Report on Form 20-F for the year ended December 31, 2016, which was filed with the SEC on May 16, 2017, and has been confirmed by the Issuer to the Reporting Person as still accurate).
Except as described in the first paragraph of this Item 5, as of the date of this Amendment No. 2, neither the Reporting Person, nor, to the best of its knowledge, any of its directors or executive officers, beneficially owns any of the Issuer’s Ordinary Shares or presently has the power to vote or direct the vote or to dispose or direct the disposition of any Ordinary Shares.
(c) On August 22, 2017, Asseco entered into an agreement for, and consummated, the sale of 589,151 Ordinary Shares to the Issuer’s chief executive officer, pursuant to a privately negotiated transaction that was consummated in Israel, at a price of NIS 124.14 per share (or $34.59 per share, based on the representative exchange rate of NIS 3.589= US $1.00 reported by the Bank of Israel as of August 3, 2017).
Except for the foregoing transaction, neither the Reporting Person, nor, to the best knowledge of the Reporting Person, any of its directors or executive officers, has effected any transaction in the Ordinary Shares of the Issuer during the past 60 days.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
None.
| Item 7. | Material to be Filed as Exhibits. |
None.
SIGNATURES
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: August 25, 2017 | ||
| Asseco Poland S.A. | ||
| By: | /s/ Adam Góral | |
| Name: | Adam Góral | |
| Title: | President of Management Board | |
Schedule A
Directors and Executive Officers of Asseco Poland S.A.
The name, business address, present principal occupation or employment and citizenship of the directors and executive officers of Asseco Poland S.A. are set forth below. The business address of each such director and executive officer is Olchowa 14, 35-322 Rzeszow, Poland.
| Name and Position | Principal Occupation or Employment | Citizenship |
| Adam Góral | President of Management Board | Polish |
| Przemysław Borzestowski | Vice President of Management Board | Polish |
| Tadeusz Dyrga | Vice President of Management Board | Polish |
| Rafał Kozłowski | Vice President of Management Board | Polish |
| Krzysztof Groyecki | Vice President of Management Board | Polish |
| Marek Panek | Vice President of Management Board | Polish |
| Paweł Piwowar | Vice President of Management Board | Polish |
| Zbigniew Pomianek | Vice President of Management Board | Polish |
| Przemysław Sęczkowski | Vice President of Management Board | Polish |
| Jacek Duch | Chairman of Supervisory Board | Polish |
| Artur Kucharski | Vice President of Supervisory Board | Polish |
| Izabela Albrycht | Member of Supervisory Board | Polish |
| Piotr Augustyniak | Member of Supervisory Board | Polish |
| Dariusz Brzeski | Member of Supervisory Board | Polish |
| Adam Noga | Member of Supervisory Board | Polish |