SC-13G
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
| Top Image Systems Ltd. |
|
| (Name of Issuer) |
| Ordinary Shares nominal value NIS 0.04 per share |
|
(Title of Class of Securities)
|
| December 31, 2008 |
|
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
| CUSIP No. M87896102 |
SCHEDULE 13G |
|
| |
|
|
|
| 1. |
NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nir 4 You Technologies Ltd.
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP or PLACE OF ORGANIZATION
Israel
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
1,562,735(1)
|
| 6. |
SHARED VOTING POWER
None
|
| 7. |
SOLE DISPOSITIVE POWER
1,562,735 (1)
|
| 8. |
SHARED DISPOSITIVE POWER
None
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,562,735 (1)
|
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
None
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.8%(2)
|
| 12. |
TYPE OF REPORTING PERSON
CO
|
- 2 -
| CUSIP No. M87896102 |
SCHEDULE 13G |
|
| |
|
|
|
| 1. |
NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Izhak Nakar
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP or PLACE OF ORGANIZATION
Israel
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
1,731,735 (3)
|
| 6. |
SHARED VOTING POWER
None
|
| 7. |
SOLE DISPOSITIVE POWER
1,731,735 (3)
|
| 8. |
SHARED DISPOSITIVE POWER
None
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,731,735(3)
|
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
None
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.4% (2)(4)
|
| 12. |
TYPE OF REPORTING PERSON
IN
|
- 3 -
| CUSIP No. M87896102 |
SCHEDULE 13G |
|
| Item 1(a). |
|
Name of Issuer: Top Image Systems Ltd. |
| Item 1(b). |
|
Address of Issuer's Principal Executive Offices: |
| Item 2(a). |
|
Name of Person Filing: |
| |
Nir
4 You Technology Ltd. |
* Izhak Nakar is the
controlling shareholder of Nir 4 You Technology Ltd. He is reporting both as a beneficial
owner of the issuer’s Ordinary Shares owned by Nir 4 You Technology Ltd., and with
respect to Ordinary Shares of the issuer owned by him personally.
| Item 2(b). |
|
Address of Principal Business Office or, if None, Residence: |
|
|
|
|
|
|
|
|
|
|
| Nir 4 You Technologies Ltd.: |
Nir 4 You Technologies Ltd. |
| |
4 Romanili Street |
| |
Tel - Aviv, Israel 69547 |
| |
| Izhak Nakar |
c/o Nir 4 You Technologies Ltd. : Nir 4 You Technologies Ltd. |
| |
4 Romanili Street |
| |
Tel - Aviv, Israel 69547 |
| Item 2(c). |
|
Citizenship: Israel |
| Item 2(d). |
|
Title of Class of Securities: |
| |
Ordinary
Shares nominal value NIS 0.04 per share (the “Ordinary Shares”). |
- 4 -
| CUSIP No. M87896102 |
SCHEDULE 13G |
|
| Item 3. |
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a: |
| |
(a) |
o |
Broker or dealer registered under Section 15 of the Exchange Act; |
| |
(b) |
o |
Bank as defined in Section 3(a)(6) of the Exchange Act; |
| |
(c) |
o |
Insurance Company as defined in Section 3(a)(19) of the Exchange Act; |
| |
(d) |
o |
Investment Company registered under Section 8 of the Investment Company
Exchange Act; |
| |
(e) |
o |
Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| |
(f) |
o |
Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
| |
(g) |
o |
Parent Holding Company or Control Person in accordance with Rule
13d-1(b)(1)(ii)(G); |
| |
(h) |
o |
Saving Association as defined in Section 3(b) of The Federal Deposit
Insurance Act; |
| |
(i) |
o |
Church Plan that is excluded from the definition of an Investment Company
under Section 3(c)(14) of the Investment Company Act; |
| |
(j) |
o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| |
(a) |
Amount
beneficially owned: |
| |
Nir
4 You Technology Ltd.: 1,562,735 (1) |
| |
Izhak
Nakar: 1,731, 735 (3) |
| |
Nir
4 You Technologies Ltd.: 16.8%(2) |
- 5 -
| CUSIP No. M87896102 |
SCHEDULE 13G |
|
| |
(c) |
Number
of shares as to which such person has: |
| |
(i) |
Sole
power to vote or direct the vote: |
| |
Nir
4 You Technology Ltd.: 1,562,735 (1) |
| |
Izhak
Nakar: 1,731, 735 (3) |
| |
(ii) |
Shared
power to vote or to direct the vote: None. |
| |
(iii) |
Sole
power to dispose or direct the disposition of: |
| |
Nir
4 You Technologies Ltd.: 1,562,735 (1) |
| |
Izhak
Nakar: 1,731, 735 (3) |
| |
(iv) |
Shared
power to dispose or to direct the disposition of: None. |
| 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: N/A
| 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. |
| 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 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.
- 6 -
| CUSIP No. M87896102 |
SCHEDULE 13G |
|
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.
|
|
February 12, 2009
(Date)
Nir 4 You Technology Ltd.
By: /s/ Izhak Nakar
——————————————
Izhak Nakar
CEO |
|
|
Izhak Nakar
By: /s/ Izhak Nakar
——————————————
|
| (1) |
Includes
513,094 Ordinary Shares the reporting person has the right to acquire within 60
days. |
| (2) |
The
reporting persons were advised by the issuer that as of December 31, 2008 there
were 9,325,638 outstanding Ordinary Shares of the issuer. |
| (3) |
Includes
613,094 Ordinary Shares the reporting person has the right to acquire within 60
days. |
| (4) |
Includes
100,000 Ordinary Shares the reporting person has the right to acquire within 60
days. |
- 7 -
| CUSIP No. M87896102 |
SCHEDULE 13G |
|
Exhibit A
AGREEMENT
Each
of the undersigned hereby consents and agrees to this joint filing on Schedule 13G for the
Ordinary Shares, nominal value NIS 0.04 per share of Top Image Systems Ltd.
|
|
Nir 4 You Technology Ltd.
By: /s/ Izhak Nakar
——————————————
Izhak Nakar
CEO |
|
|
Izhak Nakar
By: /s/ Izhak Nakar
——————————————
|
Dated: February 12, 2009
- 8 -