UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Top Image Systems Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
| M87896102 (CUSIP Number) |
September 24, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AJR Financial, LLC
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
632,911 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
632,911 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,911 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% |
|||
| 12 | TYPE OF REPORTING PERSON*
IA |
Page 2 of 12
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Advisors, LLC
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
632,911 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
632,911 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,911 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% |
|||
| 12 | TYPE OF REPORTING PERSON*
IA |
Page 3 of 12
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Partners, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
632,911 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
632,911 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,911 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
Page 4 of 12
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Fund, L.P.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
632,911 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
632,911 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,911 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
Page 5 of 12
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Fund, Ltd.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
632,911 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
632,911 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,911 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 12
| Item 1. |
(a) |
Name of Issuer | ||||||||||
| Top Image Systems Ltd. | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices | |||||||||||
| 2 Habarzel Street | ||||||||||||
| Ramat Hahayal | ||||||||||||
| Tel Aviv 69710 | ||||||||||||
| Israel | ||||||||||||
| Item 2. |
(a) |
Name of Person Filing | ||||||||||
| This statement is filed by: | ||||||||||||
| (i) |
AJR Financial, LLC, a Delaware limited liability company (“AJR”), with respect to the Ordinary Shares beneficially owned by it; | |||||||||||
| (ii) |
Pandora Select Advisors, LLC, a Delaware limited liability company (“PSALLC”), with respect to the Ordinary Shares beneficially owned by it; | |||||||||||
| (iii) |
Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“PSPLP”), with respect to the Ordinary Shares directly owned by it; | |||||||||||
| (iv) |
Pandora Select Fund, L.P., a Delaware limited partnership (“PSFLP”), with respect to the Ordinary Shares indirectly owned by it; and | |||||||||||
| (v) |
Pandora Select Fund, Ltd., a British Virgin Islands international business company (“PSFLTD”), with respect to the Ordinary Shares indirectly owned by it. | |||||||||||
| (b) |
Address of Principal Business Office or, if none, Residence | |||||||||||
| The address of the business office of AJR, PSFLP and PSALLC is: | ||||||||||||
| 3033 Excelsior Boulevard | ||||||||||||
| Suite 300 | ||||||||||||
| Minneapolis, MN 55416 | ||||||||||||
| The address of the business office of PSPLP and PSFLTD is: | ||||||||||||
| Trident Chambers, P.O. Box 146 | ||||||||||||
| Waterfront Drive, Wickhams Cay | ||||||||||||
| Road Town, Tortola, British Virgin Islands | ||||||||||||
| (c) |
Citizenship | |||||||||||
| AJR, PSFLP and PSALLC are organized under the laws of the State of Delaware, PSPLP and PSFLTD are organized under the laws of the British Virgin Islands. | ||||||||||||
| (d) |
Title of Class of Securities | |||||||||||
| Ordinary Shares | ||||||||||||
Page 7 of 12
| (e) |
CUSIP Number | |||||||||||
| M87896102 | ||||||||||||
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act. | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act. | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act. | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940. | ||||||||||
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||||||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940. | ||||||||||
| (j) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). | ||||||||||
| Item 4. |
Ownership. | |||||||||
| 1. |
AJR Financial, LLC | |||||||||
| (a) | Amount Beneficially Owned | |||||||||
| 632,911 | ||||||||||
| (b) | Percent of Class | |||||||||
| 7.3% | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| 632,911 | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| 632,911 | ||||||||||
Page 8 of 12
| 2. |
Pandora Select Partners, L.P. | |||||||||
| (a) | Amount Beneficially Owned | |||||||||
| 632,911 | ||||||||||
| (b) | Percent of Class | |||||||||
| 7.3% | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| 632,911 | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| 632,911 | ||||||||||
| 3. |
Pandora Select Fund, L.P. | |||||||||
| (a) | Amount Beneficially Owned | |||||||||
| 632,911 | ||||||||||
| (b) | Percent of Class | |||||||||
| 7.3% | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| 632,911 | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| 632,911 | ||||||||||
| 4. |
Pandora Select Fund, Ltd. | |||||||||
| (a) | Amount Beneficially Owned | |||||||||
| 632,911 | ||||||||||
Page 9 of 12
| (b) | Percent of Class | |||||||||
| 7.3% | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| 632,911 | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| 632,911 | ||||||||||
| 5. |
Pandora Select Advisors, LLC | |||||||||
| (a) | Amount Beneficially Owned | |||||||||
| 632,911 | ||||||||||
| (b) | Percent of Class | |||||||||
| 7.3% | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| 632,911 | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| 632,911 | ||||||||||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).
Page 10 of 12
| 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 ¨. | ||||||||||
| Not Applicable | ||||||||||
| Instruction. | Dissolution of a group requires a response to this item. | |||||||||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
| AJR, the managing member and sole owner of PSALLC, has the power to direct the affairs of PSALLC which manages accounts for the benefit of its clients PSPLP, PSFLP and PSFLTD. PSALLC has the power to direct the affairs of PSPLP including decision making power with respect to the disposition of the proceeds from the sale of the Ordinary Shares. | ||||||||||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||||||
| Item 8. |
Identification and Classification of Members of the Group | |||||||||
| See Item 2 | ||||||||||
| Item 9. |
Notice of Dissolution of Group | |||||||||
| Not Applicable | ||||||||||
| Item 10. |
Certification | |||||||||
| 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. | ||||||||||
Page 11 of 12
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.
| November 3, 2004 |
| Date |
| /s/ Jonathan D. Wood |
| Signature |
| Jonathan D. Wood as Chief Financial Officer of AJR Financial, LLC, Pandora Select Advisors, LLC, Pandora Select Fund, L.P., Pandora Select Fund, Ltd. and Pandora Select Partners, L.P. |
| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Page 12 of 12