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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Retalix Ltd. - Ordinary Shares (MM) | NASDAQ:RTLX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 29.88 | 0 | 01:00:00 |
Retalix Ltd.
|
Ordinary Shares, par value NIS 1.0 per share
|
M8215W109
|
Jennifer M. Daniels
Senior Vice President, General Counsel and Corporate Secretary
NCR Corporation
3097 Satellite Boulevard
Duluth, Georgia 30096
(937) 445-5000
|
With a copy to:
Bruce A. Mann, Esq.
Jaclyn Liu, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
(415) 268-7000
|
November 28, 2012
|
*
|
|
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 disclosures provided in a prior cover page.
|
1
|
|
NAME OF REPORTING PERSON
NCR Corporation
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
x
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS:
OO (See Item 3)
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Maryland
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
9,275,491
(1)
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
9,275,491
(1)
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,275,491
(1)
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
(1)(2)
|
||||
14
|
|
TYPE OF REPORTING PERSON
CO
|
1
|
Excludes warrants to purchase 1,250,000 Ordinary Shares held by the Alpha Group (as defined herein). The warrants are fully exercisable and if exercised, would be subject to the Voting and Support Agreement (as defined herein).
|
2
|
Based upon 24,712,737 Ordinary Shares, nominal value NIS 1.00 per share, outstanding as of November 25, 2012.
|
1
|
|
NAME OF REPORTING PERSON
NCR International, Inc.
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
x
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS:
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
9,275,491
(3)
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
9,275,491
(3)
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,275,491
(3)
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
(3)(4)
|
||||
14
|
|
TYPE OF REPORTING PERSON
CO
|
3
|
Excludes warrants to purchase 1,250,000 Ordinary Shares held by the Alpha Group (as defined herein). The warrants are fully exercisable and if exercised, would be subject to the Voting and Support Agreement (as defined herein).
|
4
|
Based upon 24,712,737 Ordinary Shares, nominal value NIS 1.00 per share, outstanding as of November 25, 2012.
|
1
|
|
NAME OF REPORTING PERSON
NCR Dutch Holdings C.V.
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
x
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS:
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
The Netherlands
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
9,275,491
(5)
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
9,275,491
(5)
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,275,491
(5)
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
(5)(6)
|
||||
14
|
|
TYPE OF REPORTING PERSON
PN
|
5
|
Excludes warrants to purchase 1,250,000 Ordinary Shares held by the Alpha Group (as defined herein). The warrants are fully exercisable and if exercised, would be subject to the Voting and Support Agreement (as defined herein).
|
6
|
Based upon 24,712,737 Ordinary Shares, nominal value NIS 1.00 per share, outstanding as of November 25, 2012.
|
1
|
|
NAME OF REPORTING PERSON
Moon Holdings S.P.V. Ltd.
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
x
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS:
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
9,275,491
(7)
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
9,275,491
(7)
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,275,491
(7)
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
(7)(8)
|
||||
14
|
|
TYPE OF REPORTING PERSON
CO
|
7
|
Excludes warrants to purchase 1,250,000 Ordinary Shares held by the Alpha Group (as defined herein). The warrants are fully exercisable and if exercised, would be subject to the Voting and Support Agreement (as defined herein).
|
8
|
Based upon 24,712,737 Ordinary Shares, nominal value NIS 1.00 per share, outstanding as of November 25, 2012.
|
1
|
|
NAME OF REPORTING PERSON
Moon S.P.V. (Subsidiary) Ltd.
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
x
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS:
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
9,275,491
(9)
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
9,275,491
(9)
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,275,491
(9)
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
(9)(10)
|
||||
14
|
|
TYPE OF REPORTING PERSON
CO
|
9
|
Excludes warrants to purchase 1,250,000 Ordinary Shares held by the Alpha Group (as defined herein). The warrants are fully exercisable and if exercised, would be subject to the Voting and Support Agreement (as defined herein).
|
10
|
Based upon 24,712,737 Ordinary Shares, nominal value NIS 1.00 per share, outstanding as of November 25, 2012.
|
Item 6.
|
Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of Issuer.
|
4.1
|
Agreement and Plan of Merger by and among NCR Corporation, Moon S.P.V. (Subsidiary) Ltd. and Retalix Ltd., dated as of November 28, 2012, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8‑K filed by NCR on November 28, 2012. Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
|
|
|
4.2
|
Voting and Support Agreement, dated as of November 28, 2012, by and among NCR Corporation, Moon S.P.V. (Subsidiary) Ltd. and each of Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor, Mario Segal and M.R.S.G. (1999) Ltd., incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by NCR on November 28, 2012.
|
|
|
99.1
|
Joint Filing Agreement dated November 28, 2012, among NCR Corporation, NCR International, Inc. Moon S.P.V. (Subsidiary) Ltd., Moon Holdings S.P.V. Ltd. and NCR Dutch Holdings C.V., pursuant to Rule 13d-1(k)(1).*
|
*
|
Filed herewith
|
Date: December 10, 2012
|
NCR Corporation
|
|
/s/ Jennifer M. Daniels
Jennifer M. Daniels
Senior Vice President, General Counsel and Corporate Secretary
|
Date: December 10, 2012
|
NCR International, Inc.
|
|
/s/ Jennifer M. Daniels
Jennifer M. Daniels
Chairman and President
|
Date: December 10, 2012
|
NCR Dutch Holdings C.V.
|
|
|
By: NCR Corporation, as General Partner
|
|
|
|
/s/ Jennifer M. Daniels
Jennifer M. Daniels
Senior Vice President, General Counsel and Corporate Secretary
|
|
By: NCR International, Inc., as Limited Partner
|
|
|
|
/s/ Jennifer M. Daniels
Jennifer M. Daniels
Chairman and President
|
Date: December 10, 2012
|
Moon Holdings S.P.V. Ltd.
|
|
/s/ Robert P. Fishman
Robert P. Fishman
Director
|
Date: December 10, 2012
|
Moon S.P.V. (Subsidiary) Ltd.
|
|
/s/ Robert P. Fishman
Robert P. Fishman
Director
|
Name
|
Current Principal Occupation or Employment
|
Business Address and Address of Principal Occupation or Employment
|
Directors:
|
|
|
William R. Nuti
|
Chairman of the Board, Chief Executive Officer and President of NCR. Director of Sprint Nextel Corporation.
|
3097 Satellite Boulevard, Duluth, Georgia 30096
|
Edward P. (Pete) Boykin
|
Retired. Former President and Chief Operating Officer of Computer Sciences Corporation (CSC), an information technology services and consulting firm. Director of Teradata Corporation and Chairman of Engility Holdings, Inc.
|
3097 Satellite Boulevard, Duluth, Georgia 30096
|
Richard L. Clemmer
|
President, Chief Executive Officer and Chairman of NXP B.V., a semiconductor company.
|
High Tech Campus 60, 5656 AG Eindhoven, The Netherlands
|
Gary J. Daichendt
|
Private investor and managing member of Theory R Properties LLC, a commercial real estate firm. Former Executive Vice President, Cisco Systems, Inc. Chairman of ShoreTel Inc.
|
300 Pacific Coast Highway, Suite 119, Huntington Beach, CA 92648
|
Robert P. DeRodes
|
Retired. Former Executive Vice President, Global Operations & Technology of First Data Corporation, an electronic commerce and payments company.
|
3097 Satellite Boulevard, Duluth, Georgia 30096
|
Kurt P. Kuehn
|
Chief Financial Officer of United Parcel Service, Inc.
|
55 Glenlake Parkway, NE, Atlanta, GA 30328
|
Linda Fayne Levinson
|
Retired. Former Chair of the Board of Directors of Connexus Corporation (formerly VendareNetblue), an online marketing company. Director of Jacobs Engineering Group Inc., Ingram Micro Inc., Hertz Global Holdings, Inc. and The Western Union Company.
|
3097 Satellite Boulevard, Duluth, Georgia 30096
|
Deanna W. Oppenheimer
|
Chief Executive Officer of CameoWorks, LLC, a global retail and financial services advisory firm.
|
1420 5
th
Avenue, Suite 3250, Seattle, WA 98101
|
Executive Officers:
|
|
William R. Nuti
|
Chairman of the Board, Chief Executive Officer and President
|
Robert P. Fishman
|
Senior Vice President, Chief Financial Officer and Chief Accounting Officer
|
John G. Bruno
|
Chief Technology Officer and Executive Vice President, Corporate Development
|
Peter A. Leav
|
Executive Vice President and President, Industry and Field Operations
|
Peter A. Dorsman
|
Executive Vice President and Chief Quality Officer
|
Andrea L. Ledford
|
Senior Vice President and Chief Human Resources Officer
|
Jennifer M. Daniels
|
Senior Vice President, General Counsel and Corporate Secretary
|
Name
|
Current Principal Occupation or Employment
|
Directors:
|
|
Jennifer M. Daniels
|
Senior Vice President, General Counsel and Corporate Secretary of NCR Corporation
|
Chanda L. Kirchner
|
Senior Corporate Counsel and Assistant Secretary of NCR Corporation
|
Richard P. McKenzie
|
Vice President, Corporate Tax of NCR Corporation
|
John Boudreau
|
Treasurer of NCR Corporation
|
Executive Officers:
|
|
Jennifer M. Daniels
|
Chairman of the Board and President
|
Chanda L. Kirchner
|
Vice President and Secretary
|
John Boudreau
|
Treasurer
|
Richard P. McKenzie
|
Assistant Treasurer
|
Name
|
Current Principal Occupation or Employment
|
John G. Bruno
|
Chief Technology Officer and Executive Vice President, Corporate Development of NCR Corporation
|
R. Scott Kingsfield
|
Senior Vice President and General Manager of Retail Line of Business of NCR Corporation
|
Robert P. Fishman
|
Senior Vice President, Chief Financial Officer and Chief Accounting Officer of NCR Corporation
|
Daniel Marcus
|
Partner at Amit, Pollak, Matalon & Co.
|
Name
|
Current Principal Occupation or Employment
|
John G. Bruno
|
Chief Technology Officer and Executive Vice President, Corporate Development of NCR Corporation
|
R. Scott Kingsfield
|
Senior Vice President and General Manager of Retail Line of Business of NCR Corporation
|
Robert P. Fishman
|
Senior Vice President, Chief Financial Officer and Chief Accounting Officer of NCR Corporation
|
Daniel Marcus
|
Partner at Amit, Pollak, Matalon & Co.
|
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