UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
MAGAL SECURITY SYSTEMS LTD.
---------------------------
(Name of Issuer)
Ordinary Shares, par value NIS 1.00 per share
---------------------------------------------
(Title of Class of Securities)
M6786D 10 4
-----------
(CUSIP Number)
Steven J. Glusband
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 8, 2004
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format will include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page will 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.
The information required on the remainder of this cover page will 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 will be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. M6786D 10 4
1 NAME OF REPORTING PERSON: Mira Mag Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Liberia
NUMBER OF 7 SOLE VOTING POWER: 1,699,096 shares of Ordinary Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0 shares of Ordinary Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,699,096 shares of Ordinary Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 shares of Ordinary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,699,096 shares of Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.7%
14 TYPE OF REPORTING PERSON: CO
2
This Amendment No. 2 to the Statement on Schedule 13D dated July 24, 2003
is being filed to report the sale by Mira Mag Inc. ("Mira Mag") of an aggregate
of 827,000 ordinary shares, NIS 1.0 par value, (the "Ordinary Shares") of Magal
Security Systems, Ltd., an Israeli corporation, (the "Issuer") in a series of
open market transactions.
Item 5. Interest in Securities of the Issuer
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) and (b) Mira Mag is the holder of 1,699,096 Ordinary Shares of the
Issuer, or approximately 20.7% of the 8,199,057 Ordinary Shares of the Issuer's
issued and outstanding shares as of April 15, 2004. Mira Mag is a holding
company in which The Eurona Foundation holds 81.5%, and Jacob Even-Ezra's three
children, hold 18.5% of the outstanding shares. Mr. Even-Ezra has served as the
Issuer's chairman of the Board and Chief Executive Officer since 1984. The
purpose of the Eurona Foundation, the trustees of which are Prinz Michael von
Liechtenstein, Altenbach 8, P.O. Box 339, FL 9490 Vaduz, Liechtenstein, and
Nathan Kirsh, Kapola Estate, Ezulwini, Swaziland, is to provide for the
education, maintenance and support of the family of Nathan Kirsh and such other
persons as the foundation's board may determine. Jacob Even-Ezra beneficially
owns all of the shares of the Issuer held by Mira Mag in which his children,
Ornit Dekel and Guy and Asaf Even-Ezra, have an interest.
(c) The following table sets forth all the transactions in the Ordinary
Shares of the Issuer effected by Mira Mag since April 3, 2004. This transaction
was open market sales effected on the Nasdaq National Market.
Number of
Date of Sale Ordinary Shares Price Per Share*
------------ --------------- ----------------
April 8, 2004 400,000 $36.22
April 12, 2004 137,500 $35.45
April 13, 2004 289,500 $31.19
-------------------------
* Does not include broker's commissions.
Except for the forgoing, Mira Mag has not effected any transactions in
the Ordinary Shares since April 3, 2004.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be filed as Exhibits
None.
3
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned hereby certify that the information set forth in this Statement
is true, complete and correct.
Date: April 16, 2004
Mira Mag Inc.
/s/ Jacob Even-Ezra
-------------------
By: Jacob Even-Ezra
Title: Director
4