SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(RULE 13D-101)
Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
ELECTRIC FUEL CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
284871-10-0
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(CUSIP number)
JONATHAN TEUTSCH
I.E.S. ELECTRONICS INDUSTRIES LTD.
32 BEN-GURION STREET
RAMAT-GAN 52573, ISRAEL
972-3-753-0755
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(Name, address and telephone number of person
authorized to receive notices and communications)
MAY 21, 2003
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
Page 1 of 7
CUSIP No. 284871-10-0 SCHEDULE 13D
1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
IES TECHNOLOGIES INC., IRS # 84-1334089
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, USA
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 563,971(1)
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING PERSON
WITH 10. SHARED DISPOSITIVE POWER 563,971(1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,971(1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%(2)
14. TYPE OF REPORTING PERSON
CO
(1) 563,971 shares issuable upon conversion of convertible note of the Issuer,
the issuance of which was reported in Amendment No. 2 on January 9, 2003
("Amendment No. 2").
(2) Based on 35,146,261 shares of Common Stock outstanding (as of March 31,
2003), as disclosed by the Issuer in its 10-Q Form filed with the Commission on
May 14, 2003 (File No. 0-23336) and 563,971 shares issuable upon conversion of
the convertible note of the Issuer, the issuance of which was reported in
Amendment No. 2.
Page 2 of 7
CUSIP No. 284871-10-0 SCHEDULE 13D
1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
IES TECHNOLOGIES LTD.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION ISRAEL
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 563,971(1)
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING PERSON
WITH 10. SHARED DISPOSITIVE POWER 563,971(1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,971 (1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%(2)
14. TYPE OF REPORTING PERSON
CO
(1) 563,971 shares issuable upon conversion of convertible note of the Issuer,
the issuance of which was reported in Amendment No. 2 on January 9, 2003
("Amendment No. 2").
(2) Based on 35,146,261 shares of Common Stock outstanding (as of March 31,
2003), as disclosed by the Issuer in its 10-Q Form filed with the Commission on
May 14, 2003 (File No. 0-23336) and 563,971 shares issuable upon conversion of
the convertible note of the Issuer, the issuance of which was reported in
Amendment No. 2.
Page 3 of 7
CUSIP No. 284871-10-0 SCHEDULE 13D
1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
IES ELECTRONICS INDUSTRIES LTD.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION ISRAEL
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 563,971(1)
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING PERSON
WITH 10. SHARED DISPOSITIVE POWER 563,971(1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,971 (1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%(2)
14. TYPE OF REPORTING PERSON
CO
(1) 563,971 shares issuable upon conversion of convertible note of the Issuer,
the issuance of which was reported in Amendment No. 2 on January 9, 2003
("Amendment No. 2").
(2) Based on 35,146,261 shares of Common Stock outstanding (as of March 31,
2003), as disclosed by the Issuer in its 10-Q Form filed with the Commission on
May 14, 2003 (File No. 0-23336) and 563,971 shares issuable upon conversion of
the convertible note of the Issuer, the issuance of which was reported in
Amendment No. 2.
Page 4 of 7
ITEM 1. SECURITY AND ISSUER
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This Amendment No. 3 supplements and amends the Schedule 13D dated August
8, 2002 and originally filed with the Securities and Exchange Commission on
August 12, 2002, as amended on October 28, 2002 (the "Original Filing") and
Amendment No. 2, filed on January 9 2003, and relates to the shares of Common
Stock, $0.01 par value each (the "Common Stock"), of Electric Fuel Corporation,
a Delaware corporation (the "Issuer") whose principal executive offices are
located at 632 Broadway, Suite 1200, New York, New York 10012.
ITEM 2. IDENTITY AND BACKGROUND
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This Amendment No. 3 to the Original Filing and to Amendment No. 2 is filed
jointly on behalf of IES Technologies Inc. (formerly IES Electronic Industries
USA Inc.) ("IES USA"), IES Technologies Ltd. (formerly IES Interactive
Training Ltd.) ("Interactive") and IES Electronics Industries Ltd. (the
"Parent"). IES USA, Interactive and the Parent are collectively referred to
herein as the "Reporting Persons" and individually, as a "Reporting Person."
On January 6, 2003, the Issuer publicly announced that, among other things,
on December 31, 2002, the Issuer entered into a Securities Purchase Agreement
with three institutional investors (the "Investors"), pursuant to which it has
issued and sold to the Investors secured convertible debentures and warrants to
purchase shares of Common Stock (the "Offering"). The Offering was part of a set
of agreements (the "December 31, 2002 Agreements"), which, among other things,
entailed a Call Option, expiring on August 17, 2003 the Reporting Persons had
given the Investors for 1,500,000 common stock of the issuer, at a price of
$0.50. The full details of the December 31, 2002 Agreements appear in Amendment
No. 2.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
--------------------------------------------------
The information contained in Item 3 of the Original Filing and the January
9, 2003 filing, is hereby amended by adding the following:
The registration statement covering the Issuer's shares owned by the
Reporting Persons (No. 333-99673) was declared effective by the Securities and
Exchange Commission on Friday, May 9, 2003.
On May 13, the Issuer filed a Prospectus pursuant to Rule 424 (b) (1) with
the SEC, for 12,606,151 shares, including 125,000 shares held by the Reporting
Persons, and 1,500,000 shares held by the Reporting Persons, for which the
Reporting Persons had given the Investors a Call option at the price of $0.50 in
the December 2002 31, Agreement.
The reporting persons have sold in open market transactions on the NASDAQ
National Market an aggregate of 125,000 shares of common stock as detailed
below:
May 13, 2003 59,000 shares of Common Stock at a price of
$1.12 per share.
May 14, 2003 66,000 shares of common stock at a price of
$1.05 per share.
Page 5 of 7
The Reporting persons had an aggregate of 1,500,000 shares called by the
Investors at a price of $0.50, according to the December 2002 31, Agreement, as
detailed below:
May 15, 2003 392,307 shares by Smithfield Fiduciary LLC
May 15, 2003 461,538 shares by Zimmer Lucas Partners LLC
May 20, 2003 542,307 shares by Vertical Ventures Investments LLC
May 21, 2003 103,848 shares by Vertical Ventures LLC
ITEM 4. PURPOSES OF TRANSACTION
-----------------------
The information contained in Item 4 of the Original Filing and the January
9, 2003 filing, is hereby amended by adding the following:
In connection with the terms agreed upon in the December 31, 2002 Agreement
with the Investors, the Reporting Persons sold their 125,000 shares after the
registration of the shares became effective. The total of 1,500,000 shares for
which the investors had a call option, were called between May 15 and May 21.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
----------------------------------------
The information contained in Item 5 of the Original Filing and the January
9, 2003 filing, is hereby amended by adding the following:
The information given hereinbelow is based on 35,146,261 shares of Common
Stock outstanding, as disclosed by the Issuer in its 10-Q filed with the
Commission on May 14, 2003 (File No. 0-23336) and 563,971 shares issuable upon
conversion of the Convertible Note:
(a) Following the reduction in holdings described in Item 3 above, the
Reporting Persons, as a group, beneficially own 563,971 shares issuable upon
conversion of the Convertible Note, representing approximately 1.6% of the
Issuer's outstanding shares of Common Stock.
(b) The Reporting Persons have shared voting and dispositive power with
respect to the 563,971 shares issuable upon conversion of the Convertible Note,
beneficially owned by them.
(c) Other than the transactions described in Item 3 above, none of the
Reporting Persons, nor, to the best of their knowledge, any of their executive
officers and directors, have effected any transaction in the Common Stock during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER
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Not applicable.
Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: May 27, 2003 IES TECHNOLOGIES INC.
By: __________________________
Name: Jonathan Teutsch
Title: Director
IES TECHNOLOGIES LTD.
By: __________________________
Name: Miriam Toledano
Title: Director
IES ELECTRONICS INDUSTRIES LTD.
By: __________________________
Name: Haim Geyer
Title: Chairman of the Board of Directors
Page 7 of 7