UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)*
Under the Securities Exchange Act of 1934
MAGAL SECURITY SYSTEMS LTD.
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(Name of Issuer)
Ordinary Shares, par value NIS1.00 per share
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(Title of Class of Securities)
M6786D 10 4
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(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 22, 2008
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(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: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,485,852*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,485,852*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,485,852
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.29%
14 TYPE OF REPORTING PERSON: CO
----------------------
* Mr. Kirsh, The Eurona Foundation, Ki Corporation Limited and Mira Mag Inc. are
the beneficial owners of 1,485,852 ordinary shares of the Issuer. Mira Mag Inc.
directly holds 1,485,852 ordinary shares of the Issuer. The Eurona Foundation is
Lichtenstein trust controlled by Nathan Kirsh, who is also the trustee of such
entity. The Eurona Foundation holds 100% of Ki Corporation Limited. Ki
Corporation Limited holds 100% of the shares of Mira Mag Inc. Accordingly, Mr.
Kirsh may be deemed to have the sole voting and dispositive power as to the
1,485,852 ordinary shares of the Issuer held by Mira Mag Inc.
2
CUSIP No. M6786D 10 4
1 NAME OF REPORTING PERSON: Ki Corporation 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) [ ]
(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: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,169,893*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,169,893*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,169,893
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.87%
14 TYPE OF REPORTING PERSON: CO
----------------------
* Mr. Kirsh, The Eurona Foundation and Ki Corporation Limited and Mira Mag Inc.
are the beneficial owners of 1,485,852 ordinary shares of the Issuer. Mira Mag
Inc. directly holds 1,485,852 ordinary shares of the Issuer. The Eurona
Foundation is Lichtenstein trust controlled by Nathan Kirsh, who is also the
trustee of such entity. The Eurona Foundation holds 100% of Ki Corporation
Limited. Ki Corporation Limited holds 100% of the shares of Mira Mag Inc. In
addition, Ki Corporation directly holds 684,041 ordinary shares of the Issuer.
Accordingly, Mr. Kirsh may be deemed to have the sole voting and dispositive
power as to the 2,169,893 ordinary shares of the Issuer held by Ki Corporation
and Mira Mag Inc.
3
CUSIP No. M6786D 10 4
1 NAME OF REPORTING PERSON: The Eurona Foundation
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: Liechtenstein
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,169,893*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,169,893*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,169,893
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.87%
14 TYPE OF REPORTING PERSON: OO
----------------------
* Mr. Kirsh, The Eurona Foundation, Ki Corporation Limited and Mira Mag Inc. are
the beneficial owners of 1,485,852 ordinary shares of the Issuer. Mira Mag Inc.
directly holds 1,485,852 ordinary shares of the Issuer. The Eurona Foundation is
Lichtenstein trust controlled by Nathan Kirsh, who is also the trustee of such
entity. The Eurona Foundation holds 100% of Ki Corporation Limited. Ki
Corporation Limited holds 100% of the shares of Mira Mag Inc. In addition, Ki
Corporation directly holds 684,041 ordinary shares of the Issuer. Accordingly,
Mr. Kirsh may be deemed to have the sole voting and dispositive power as to the
2,169,893 ordinary shares of the Issuer held by Ki Corporation and Mira Mag Inc.
4
CUSIP No. M6786D 10 4
1 NAME OF REPORTING PERSON: Mr. Nathan Kirsh
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: PF, 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: Swaziland
NUMBER OF 7 SOLE VOTING POWER: 346,375
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,169,893*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 346,375
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,169,893*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,516,268
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.20%
14 TYPE OF REPORTING PERSON: IN
----------------------
* Mr. Kirsh, The Eurona Foundation, Ki Corporation Limited and Mira Mag Inc. are
the beneficial owners of 1,485,852 ordinary shares of the Issuer. Mira Mag Inc.
directly holds 1,485,852 ordinary shares of the Issuer. The Eurona Foundation is
Lichtenstein trust controlled by Nathan Kirsh, who is also the trustee of such
entity. The Eurona Foundation holds 100% of Ki Corporation Limited. Ki
Corporation Limited holds 100% of the shares of Mira Mag Inc. In addition, Ki
Corporation directly holds 684,071 ordinary shares of the Issuer. Accordingly,
Mr. Kirsh may be deemed to have the sole voting and dispositive power as to the
2,169,893 ordinary shares of the Issuer held by Ki Corporation and Mira Mag Inc.
5
Item 1. Security and Issuer.
This Amendment No. 8 to the Statement on Schedule 13D dated July 24,
2003, and previously amended on April 25, 2008, is being filled to report the
purchase by Ki Corporation Limited ("Ki Corporation") of an aggregate of 325,106
ordinary shares, NIS 1.0 par value, of Magal Security Systems, Ltd., an Israeli
corporation, (the "Issuer"), whose principal executive offices are located at 17
Altalef Street, Yahud Industrial Zone, 56100, 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 Mr. Nathan Kirsh, The Eurona
Foundation (the "Foundation"), Ki Corporation and Mira Mag Inc., ("Mira Mag").
Mr. Nathan Kirsh is an independent investor. Mr. Kirsh has served as a
director of the Issuer since 1984, as a trustee of the Foundation since its
incorporation and as a director of Mira Mag since its incorporation in 1984. Mr.
Kirsh's business address is c/o Kirsh Holdings Ltd. Development House, Swazi
Plaza, Mbabane, Swaziland.
The Foundation is a trust organized in Liechtenstein. The Eurona
Foundation is an entity controlled by Nathan Kirsh, the trustees of which are
Prinz Michael von Liechtenstein and Nathan Kirsh. The principal business office
of the Foundation is Altenbach 8, P. O. Box 339, FL 9490 Vaduz, Liechtenstein.
Ki Corporation is a holding company, incorporated under the law of the
state of Liberia. 100% of the shares of Ki Corporation are held by the
Foundation. The business address of Ki Corporation is c/o 4th Floor, Liqhaga
House, Nkoseluhlaza Street. Ki Corporation's directors are Messrs. Nathan Kirsh,
Philip William Kirsh and Paul Jonathan Friedlander and Mrs. Myra Anne Salkinder.
Mira Mag is a holding company, incorporated under the law of the state
of Liberia. 100% of the shares of Mira Mag are held by Ki Corporation. 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. Nathan Kirsh, Stanley Fleishman and Jacob Even Ezra.
During the last five years, neither Mr. Kirsh, the Foundation, Ki
Corporation or Mira Mag, nor any of the trustees of the Foundation or the
directors and executive officers of Ki Corporation and Mira Mag, listed on
Schedule 1 hereto, has been (1) 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
6
prohibiting or mandating activities subject to, U.S. 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 April 24, 2008 through December 22, 2008, Ki Corporation purchased
an aggregate of 325,016 ordinary shares of the Issuer in a series of
transactions. The aggregate purchase price for such 325,016 ordinary shares was
approximately $1,808,192 all of which amount was paid by Ki Corporation from its
working capital.
Item 4. Purpose of Transaction
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
(c) The 325,016 ordinary shares purchased by Ki Corporation during the
period from April 24, 2008 through December 22, 2008 were purchased for
portfolio investment purposes. Mr. Nathan Kirsh, the Foundation, Ki Corporation
and Mira Mag 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;
(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;
7
(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.
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. Kirsh is the holder of 346,375 ordinary shares of the Issuer,
or approximately 3.33 % of the 10,396,548 ordinary shares of the Issuer's issued
and outstanding shares as of December 22, 2008.
Mr. Kirsh, the Foundation and Ki Corporation are the beneficial holders
of 1,030,416 ordinary shares of the Issuer, or approximately 9.91 % of the
10,396,548 ordinary shares of the Issuer's issued and outstanding shares as of
December 22, 2008.
Mr. Kirsh, the Foundation, Ki Corporation and Mira Mag are the
beneficial holders of 2,516,268 ordinary shares of the Issuer, or approximately
24.20 % of the 10,396,548 ordinary shares of the Issuer's issued and outstanding
shares as of December 22, 2008.
(b) Mr. Kirsh has sole power to vote or direct the vote and the sole
power to dispose or direct the disposition of the 346,375 ordinary shares
currently held by him.
Mr. Kirsh, the Foundation and Ki Corporation have shared power to vote
or direct the vote and the shared power to dispose or direct the disposition of
the 1,030,416 ordinary shares currently beneficially owned by Mr. Kirsh, the
Foundation and Ki Corporation.
Mr. Kirsh, the Foundation, Ki Corporation and Mira Mag have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 2,516,268 ordinary shares currently beneficially owned by Mr.
Kirsh, the Foundation, Ki Corporation and Mira Mag.
(c) The following table sets forth all the transactions in the
ordinary shares of the Issuer effected by Ki Corporation in the last 60 days.
All such transactions were open market purchases effected on the Tel Aviv Stock
Exchange and on the NASDAQ National Market.
Date of Purchase by Number of
Ki Corporation Ordinary Shares Price Per Share*
-------------- --------------- ----------------
Nov 17, 2008 2,189 $5.00
Nov 20, 2008 1,974 $5.00
Nov 21, 2008 6,599 $5.00
Nov 24, 2008 7,100 $5.00
Dec 1, 2008 5,200 $5.00
8
Dec 15, 2008 5,598 $5.00
Dec 22, 2008 4,402 $5.00
-------------------
* Does not include broker's commissions.
Except for such transactions, Mr. Kirsh, the Foundation, Ki Corporation
and Mira Mag have not effected any transactions in the ordinary shares since
April 23 2008.
(d) No person other than Mr. Kirsh, the Foundation, Ki Corporation and
Mira Mag, 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.
9
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: January 15, 2009
/s/ Nathan Kirsh
----------------
Mr. Nathan Kirsh
The Eurona Foundation
/s/ Nathan Kirsh
----------------
By: Nathan Kirsh
Title: Trustee
Ki Corporation Ltd.
/s/ Nathan Kirsh
----------------
By: Nathan Kirsh
Title: Director
Mira Mag Inc.
/s/ Nathan Kirsh
-----------------
By: Nathan Kirsh
Title: Director
10
Schedule 1
List of Trustees of The Eurona Foundation
Name
Prinz Michael von Liechtenstein
Nathan Kirsh
List of Directors and Executive Officers of Ki Corporation Limited
Name
Nathan Kirsh
Philip William Kirsh
Paul Jonathan Friedlander
Myra Anne Salkinder
List of Directors and Executive Officers of Mira Mag Inc.
Name
Nathan Kirsh
Stanley Fleishman
Jacob Even Ezra
11