| Top Image Systems Ltd. |
|
(Name of Issuer) |
| Ordinary Shares nominal value NIS 0.04 per share |
|
(Title of Class of Securities) |
| M87896102 |
|
(CUSIP NUMBER) |
| December 31, 2011 |
|
(Date of Event Which Requires Filing of this Statement) |
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
|
CUSIP No. M87896102
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| 1. | NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nir 4 You Technologies Ltd. |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP or PLACE OF ORGANIZATION Israel |
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|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 1,562,735 |
|
| 6. | SHARED VOTING POWER None. |
||
| 7. | SOLE DISPOSITIVE POWER 1,562,735 |
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| 8. | SHARED DISPOSITIVE POWER None. |
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| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,562,735 |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES None. |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.4%(1) |
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| 12. | TYPE OF REPORTING PERSON CO |
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CUSIP No. M87896102
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| 1. | NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Izhak Nakar |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x |
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| 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 1,923,012 (2)
|
|
| 6. | SHARED VOTING POWER None. |
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| 7. | SOLE DISPOSITIVE POWER 1,923,012(2)
|
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| 8. | SHARED DISPOSITIVE POWER None. |
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| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,923,012(2)
|
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES None. |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.2% (1) (2)
|
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| 12. | TYPE OF REPORTING PERSON IN
|
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CUSIP No. M87896102
|
| Item 1(a). | Name of Issuer: Top Image Systems Ltd. |
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
|
2 Ben Gurion Street,
|
| Ramat Gan, Israel 52573 |
| Item 2(a). | Name of Person Filing: |
| Nir 4 You Technology Ltd. |
| Izhak Nakar* |
| 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”).
|
| Item 2(e). |
CUSIP Number:
M87896102
|
|
CUSIP No. M87896102
|
| 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). |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
| Nir 4 You Technology Ltd.: 1,562,735 |
| Izhak Nakar: 1,923,012 (2) |
| (b) | Percent of Class: |
| Nir 4 You Technologies Ltd.: 14.4% (1) |
|
Izhak Nakar: 17.2 (1)(2)
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CUSIP No. M87896102
|
| (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 |
|
Izhak Nakar: 1,923,012 (2)
|
| (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 |
|
Izhak Nakar: 1,923,012(2)
|
| (iv) | Shared power to dispose or to direct the disposition of: None. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
N/A
|
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
N/A
|
| Item 8. |
Identification and Classification of Members of the Group.
N/A
|
| Item 9. |
Notice of Dissolution of Group.
N/A
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| Item 10. | Certification. |
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CUSIP No. M87896102
|
|
February 13, 2012
(Date) Nir 4 You Technology Ltd. By: /s/ Izhak Nakar —————————————— Izhak Nakar Title: Active Chairman of the Board of Directors
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| Izhak Nakar By: /s/ Izhak Nakar —————————————— |
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(1)
|
The reporting persons were advised by the issuer that as of December 31, 2011 there were 10,873,558 outstanding Ordinary Shares of the issuer.
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(2)
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Includes 301,103 Ordinary Shares the reporting person has the right to acquire within 60 days.
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CUSIP No. M87896102
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| Nir 4 You Technology Ltd. By: /s/ Izhak Nakar —————————————— Izhak Nakar Title: Active Chairman of the Board of Directors
|
| Izhak Nakar By: /s/ Izhak Nakar —————————————— (signature)
|