Edgar Filing: BASHAN ODED

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)

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ON TRACK INNOVATIONS LTD.
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(Name of Issuer)

ORDINARY SHARES, PAR VALUE NIS 0.1 PER SHARE
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(Title of Class of Securities)

M8791A 109
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(CUSIP Number)

ODED BASHAN
Z.H.R. INDUSTRIAL ZONE
P.O. BOX 32, ROSH PINA, ISRAEL 12000
(011) 972-4-686-8000

WITH COPIES TO:
DAVID P. STONE, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
(212) 310-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2003
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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 that 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. [X]

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 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).

(Continued on following pages)
(Page 1 of 9 Pages)

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CUSIP No. M8791A 109 13D Page 2 of 9
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1 NAMES OF REPORTING PERSONS: ODED BASHAN
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: N.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: ISRAEL
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NUMBER OF 7 SOLE VOTING POWER: 3,199,199 (1)
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: --
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 407,243 (2)
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: --

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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,199,199
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: (3) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 52.1%(4)
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14 TYPE OF REPORTING PERSON: HC, IN
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(1) Consists of (i) 95,368 ordinary shares held directly by Mr. Bashan, (ii)
311,875 ordinary shares underlying options exercisable within 60 days, and (iii)
1,845,742 ordinary shares and 946,214 ordinary shares underlying warrants
exercisable within 60 days, as to which Mr. Bashan has (a) voting power pursuant
to irrevocable proxies granted in connection with private placements and (b) no
disposition power.

(2) Consists of (i) 95,368 ordinary shares held directly by Mr. Bashan and (ii)
311,875 ordinary shares underlying options exercisable within 60 days.

(3) The aggregate amount in row (11) excludes 4,000 ordinary shares underlying
options exercisable within 60 days held by Mr. Bashan's spouse. Mr. Bashan
disclaims beneficial ownership of these shares.

(4) Percentage of beneficial ownership is based on the number of outstanding
ordinary shares of 4,878,715 (according to publicly available information
provided by OTI to date). Shares beneficially owned by Mr. Bashan include shares
that may be acquired thereby pursuant to options and warrants exercisable within
60 days of the date of this prospectus. Ordinary shares deemed to be
beneficially owned by virtue of Mr. Bashan's right to acquire these shares
within 60 days of the date of this Amendment No. 1 are treated as outstanding
only for purposes of determining the percent owned by Mr. Bashan.

EXPLANATORY NOTE

This Amendment No. 1 (this "Amendment No. 1") amends and supplements the
statement on Schedule 13D (the "Schedule 13D") filed on November 24, 2003, as
amended, by Oded Bashan. Capitalized terms used herein and not otherwise defined
herein have the respective meanings ascribed thereto in the Schedule 13D. The
percentage of Shares reported in this Amendment No. 1 as being beneficially
owned by Mr. Bashan and any other information disclosed herein (other than
descriptions of agreements and transactions to which Mr. Bashan is a party) is
based on publicly available information provided by OTI or other third parties.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Mr. Bashan is the beneficial owner of 3,199,199 shares of OTI,
consisting of (i) 95,368 ordinary shares held directly by Mr. Bashan, (ii)
311,875 ordinary shares underlying options exercisable within 60 days, and (iii)
1,845,742 ordinary shares and 946,214 ordinary shares underlying warrants
exercisable within 60 days, as to which Mr. Bashan has (a) voting power in his
sole discretion at all meetings of OTI shareholders pursuant to irrevocable
proxies granted in connection with private placements and (b) no disposition
power.

In November and December 2003 and in January 2004, OTI entered into
agreements with a number of purchasers (the "Purchasers") pursuant to which it
issued to such persons an aggregate of 1,684,841 Shares at an aggregate purchase
price of $8,177,500 and warrants to purchase 792,420 Shares at an aggregate
exercise price of $5,124,372. Each of the warrants is immediately exercisable in
full and has a five-year term. Purchasers (the "Proxy Purchasers") of 1,354,463
such Shares and warrants to purchase 677,231 additional Shares have granted to
Mr. Oded Bashan irrevocable proxies to vote in his sole discretion these Shares
at all meetings of OTI's shareholders so long as they are owned by those
persons. Mr. Bashan does not have the power to dispose of these Shares.

ITEM 4. PURPOSE OF TRANSACTION.

(a) Each Proxy Purchaser granted an irrevocable proxy to Mr. Bashan
for the purpose of voting such Proxy Purchaser's Shares, in Mr. Bashan's own
discretion, at any OTI shareholders' meeting. As noted in Item 3 above, the
Proxy Purchasers hold immediately exercisable warrants to purchase 677,231
Shares.

(b-j) N/A

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) Mr. Bashan beneficially owns 3,199,199 Shares, which represent
approximately 52.1% of the issued and outstanding Shares, consisting of (i)
95,368 Shares held directly by Mr. Bashan, (ii) 311,875 Shares underlying
options held by Mr. Bashan which are exercisable within 60 days, and (iii)
1,845,742 Shares and 946,214 Shares underlying warrants exercisable within 60
days as to which Mr. Bashan has (a) voting power pursuant to irrevocable proxies
granted in connection with private placements and (b) no disposition power.

(b) Mr. Bashan has the sole power to vote 3,199,199 Shares he
beneficially owns. Mr. Bashan has the sole power to dispose of 407,243 Shares
(including 311,875 Shares underlying options exercisable within 60 days), and
the Proxy Purchasers have the sole power to dispose of 2,031,694 Shares
(including 677,231 Shares underlying warrants exercisable within 60 days).

(d) Except for Mr. Bashan, the Lenders and the Proxy Purchasers, no
other person is known to have the right to receive or the power to direct the
receipt of distributions from, or the proceeds from the sale of securities
covered by the Schedule 13D as amended by this Amendment No. 1.

(e) N/A.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

OTI entered into agreements with respect to OTI's securities with the
Purchasers relating to the transactions described in Item 3 above. As described,
each Proxy Purchaser granted Mr. Bashan a proxy to vote its Shares.

OTI has agreed that, following the Share sale and warrant issuance,
it will register under the Securities Act of 1933, all of the Shares sold and
all Shares issuable upon exercise of the warrants issued, for resale by the
Purchasers. A registration statement with respect to such Shares has been filed
under the Securities Act of 1933, but, as of the date hereof, has not become
effective.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

The following exhibits are filed herewith:

Exhibit No. Description
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10.13 Irrevocable Proxy, dated June 27, 2003, executed by
Goldstrand Investment

10.14 Irrevocable Proxy, dated September 8, 2003, executed by
Platinum Partner Value Arbitrage Fund LP

10.15 Irrevocable Proxy, dated September 8, 2003, executed by
Platinum Partners Global Macro Fund LP

10.16 Irrevocable Proxy, dated September 8, 2003, executed by WEC
Partners LLC

10.17 Irrevocable Proxy, dated September 8, 2003, executed by West
End Convertible Fund LP

10.18 Irrevocable Proxy, dated September 8, 2003, executed by
Michael H. Weiss

10.19 Irrevocable Proxy, dated November 30, 2003, executed by
Sunny Electronics Ltd.

10.20 Irrevocable Proxy, dated December 1, 2003, executed by
Y.A.Z. Investments and Assets Ltd.

10.21 Irrevocable Proxy, dated November 26, 2003, executed by
Moshe Nudleman

10.22 Irrevocable Proxy, dated November 30, 2003, executed by
Lapidoth Israel Oil Prospectors Corp. Ltd.

10.23 Irrevocable Proxy, dated November 30, 2003, executed by Ben
Dov Holdings Ltd.

10.24 Irrevocable Proxy, dated November 30, 2003, executed by
Union Bank Provident Funds and Misgav Vocational Fund

10.25 Irrevocable Proxy, dated November 30, 2003, executed by GW
Trusteeship Ltd.

10.26 Irrevocable Proxy, dated December 2, 2003, executed by A.
Heifetz Technologies Ltd.

10.27 Irrevocable Proxy, dated November 30, 2003, executed by Sami
Totah

10.28 Irrevocable Proxy, dated November 30, 2003, executed by
Yourdent Ltd.

10.29 Irrevocable Proxy, dated December 1, 2003, executed by Dov
Lifshitz

10.30 Irrevocable Proxy, dated December 2, 2003, executed by Arie
Gruber

10.31 Irrevocable Proxy, dated November 30, 2003, executed by
Clovely Trading Ltd.

10.32 Irrevocable Proxy, dated December 3, 2003, executed by Oded
Unger

10.33 Irrevocable Proxy, dated December 31, 2003, executed by
Whalehaven Fund Limited

10.34 Irrevocable Proxy, dated December 31, 2003, executed by
Stonestreet LP

10.35 Irrevocable Proxy, dated December 31, 2003, executed by West
End Convertible Fund L.P.

10.36 Irrevocable Proxy, dated November 25, 2003, executed by
Itzik Babayov

10.37 Irrevocable Proxy, dated December 31, 2003, executed by
Alpha Capital

10.38 Irrevocable Proxy, dated November 25, 2003, executed by
Meitav Security Advisors and Investment Ltd.

10.39 Irrevocable Proxy, dated November 25, 2003, executed by
Bauhinia Investments Ltd.

10.40 Irrevocable Proxy, dated November 25, 2003, executed by
Y.A.Z. Investments and Assets Ltd.

10.41 Irrevocable Proxy, dated November 25, 2003, executed by
Elgev Holdings Ltd.

SIGNATURE
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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: January 16, 2004

/s/ Oded Bashan
Oded Bashan

EXHIBIT INDEX
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