Under
the Securities Exchange Act of 1934
Orbotech
Ltd.
(Name of
Issuer)
Ordinary
Shares (NIS 0.14 nominal par value)
(Title of
Class of Securities)
M75253100
(CUSIP
Number)
Richard
Hall, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019
(212)
474-1000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July
7, 2009
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
*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.
The
information required on 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).
Persons
who 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.
M75253100
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Dr.
Jacob Richter
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [
X
]
(b) [
]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
PF
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[
]
|
6.
|
Citizenship
or Place of Organization
Israel
|
|
|
Number
of
Shares
Bene-
ficially
by
Owned
by Each
Reporting
Person With
|
7. Sole
Voting Power
0
|
8. Shared
Voting Power
2,615,445
|
9. Sole
Dispositive Power
0
|
10. Shared
Dispositive Power
2,615,445
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,615,445
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[
]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
1
Based on
34,106,775 Ordinary Shares of the Issuer, as reported in the Issuer’s Form 20-F,
filed with the Securities and Exchange Commission on March 27,
2009.
CUSIP No.
M75253100
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Dr.
Judith Richter
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [
X
]
(b) [
]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
PF
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[
]
|
6.
|
Citizenship
or Place of Organization
Israel
|
|
|
Number
of
Shares
Bene-
ficially
by
Owned
by Each
Reporting
Person With
|
7. Sole
Voting Power
0
|
8. Shared
Voting Power
2,615,445
|
9. Sole
Dispositive Power
0
|
10. Shared
Dispositive Power
2,615,445
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,615,445
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[
]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
2
Based on
34,106,775 Ordinary Shares of the Issuer, as reported in the Issuer’s Form 20-F,
filed with the Securities and Exchange Commission on March 27,
2009.
Item
1. Security and Issuer
This statement relates to the Ordinary
Shares, New Israeli Shekels 0.14 nominal (par) value each (the “Ordinary
Shares”), of Orbotech Ltd. (the “Issuer”), the principal executive offices of
which are located at Sanhedrin Boulevard, North Industrial Zone, Yavne 81101,
Israel.
Item
2. Identity and Background
(a) This statement is being filed
jointly on behalf of Dr. Jacob Richter and Dr. Judith Richter (the “Reporting
Persons”) pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The agreement (the “Joint Filing
Agreement”) among the Reporting Persons to file jointly is attached hereto as
Exhibit 7.01.
(b) The principal business address of
each of the Reporting Persons is Medinol Ltd., Bldg. #7, Entrance A, 5th Floor,
Kiryat Atidim, P.O. Box 58165, Tel Aviv 61581, Israel.
(c) Dr. Jacob Richter serves as the
chairman of the board of directors and chief technology officer of, and Dr.
Judith Richter serves as the chief executive officer of, Medinol Ltd.
(“Medinol”). Medinol’s principal business address is Medinol Ltd.,
Bldg. #7, Entrance A, 5th Floor, Kiryat Atidim, P.O. Box 58165, Tel Aviv 61581,
Israel.
(d) Neither of the Reporting Persons
has during the last five years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Neither of the Reporting Persons
has
during the last five years
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Each of the Reporting
Persons is a citizen of Israel.
Item
3. Source and Amount of Funds or Other Consideration
On July 7, 2009 the Reporting Persons
purchased 1,200,000 shares of Ordinary Shares in open market transactions at an
aggregate purchase price (excluding trading commissions and related
administrative costs) of $12,000,000. The source of the funds used by
the Reporting Persons to purchase such shares was personal funds of the
Reporting Persons.
Item
4. Purpose of Transaction
The Reporting Persons purchased the
shares of Ordinary Shares of the Issuer for investment
purposes.
The Reporting
Persons
will routinely
monitor a wide variety of investment considerations, including, without
limitation, current and anticipated futu
re trading prices for the Ordinary
Shares
, the
Issuer
's operations, assets, prospects,
and
business development,
the Issuer's management, Issuer
-related competitive and strategic
matters, general economic, financial market and industry conditions, as well as
other investment considerations.
The Reporti
ng Persons expect to discuss their
investment in the Issuer
and the foregoing investment considerations with the Board of Directors,
management
, other investors, industry analysts and
others.
These considerations, these discussions
and other factors may
result in the Reporting Persons’
consideration of
various
alternatives
with respect
to
their investment, including
possible
change
s
in the present Board of
Directors
and/or management
of the Issuer or other alternatives to increase shareholder value
.
In
addition, the Reporting Persons may
acquire additional Issuer
securities
in the public
markets, in privately negotiated transactions or otherwise
or may determine to sell, trade or
otherwise dispose of al
l or
some holdings in the Issuer
in the public markets, in privately negotiated transactions or otherwise, or
t
ake any other lawful
action they deem to be in their
best interests.
There is no assu
rance that the Reporting
Persons
will develop any
plans or proposals with respect to any of the alternatives mentioned
above.
The Reporting Persons
may from time to time in the ordinary
course of business pledge, lend, or trans
fer the securities of the
Issuer
to brokers, banks or
other financial institutions ("Lenders") as collateral for loans or other
obli
gations of the
Reporting Person
pursuant
to margin, prime brokerage, loan, or other financing arrang
ements. If the Reporting
Persons
enter such
arrangements, the Lenders may acquire the right to vote and/or dispose of the
securities of the Issuer held as collateral.
Except as discussed above, the
Reporting Persons have no present plans or proposals which relate to or would
result in any of the matters referred to in Items 4(a) through 4(j) of Schedule
13D, however, the Reporting Persons reserve the right to change their plans at
any time, as they deem appropriate, in light of the foregoing considerations,
discussions and other factors.
Item
5. Interest in Securities of the Issuer
(a) Items (11) and (13) of
the cover pages of this Schedule 13D are hereby incorporated by
reference.
(b) Items (7) through (10)
of the cover pages of this Schedule 13D are hereby incorporated by
reference.
(c) See
Annex A
hereto.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except for the Joint Filing Agreement
attached hereto, the Reporting Persons do not have any contract, arrangement,
understanding or relationship with any person with respect to the securities of
the Issuer.
Item
7. Material to Be Filed as Exhibits
Exhibit
7.01 Joint
Filing Agreement, dated as of July 13, 2009, between the Reporting
Persons
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.
/s/ Jacob Richter
|
Dr. Jacob Richter
|
/s/ Judith Richter
|
Dr. Judith
Richter
|
July 13, 2009
Annex
A
The table below sets forth purchases of
the Ordinary Shares by the Reporting Persons during the last 60
days. All such purchases were effected by the Reporting Persons in
broker transactions on The NASDAQ Stock Market.
Date
|
Reporting
Person who
effected
the purchase
|
Amount
of Shares
|
Price
Per Share ($)
(net
of commissions)
|
July
7, 2009
|
Dr.
Jacob Richter and Dr. Judith Richter
|
1,200,000
|
$10.00
|
8