UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Amendment No. 2
Under the Securities Exchange Act of 1934
MER Telemanagement Solutions Ltd.
---------------------------------
(Name of Issuer)
Ordinary Shares, NIS 0.1 Par Value
----------------------------------
(Title of Class of Securities)
M69676 10 0
-----------
(CUSIP Number)
December 31, 2008
-----------------
(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).
Page 1 of 7
CUSIP No. M69676 10 0
1. Names of Reporting Persons: Dana Optimum Investments Ltd.
I.R.S. Identification Nos. of above persons (entities only): N/A
2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: Israel
Number of 5. Sole Voting Power: -0- Ordinary Shares
Shares
Beneficially 6. Shared Voting Power: 1,276,806 Ordinary Shares*
Owned by
Each 7. Sole Dispositive Power: -0- Ordinary Shares
Reporting
Person With 8. Shared Dispositive Power: 1,276,806 Ordinary Shares*
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,276,806 Ordinary Shares*
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11. Percent of Class Represented by Amount in Row (9): 14.32%**
12. Type of Reporting Person (See Instructions): CO
-----------------
* Dana Optimum Investments Ltd. is the record holder of 1,276,806 ordinary
shares of the Issuer. Dana Optimum Investments Ltd. is an Israeli company
jointly owned by Mr. Roni Ben-David and Mrs. Aliza Ben-David. Accordingly,
Mr. Roni Ben-David and Mrs. Aliza Ben-David may be deemed to have the
shared voting and dispositive power as to the ordinary shares of the Issuer
held of record by Dana Optimum Investments Ltd. Mr. Roni Ben-David and Mrs.
Aliza Ben-David are husband and wife.
** Based on 8,917,950 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 10,800 Ordinary Shares held as treasury stock)
as of December 31, 2008.
Page 2 of 7
1. Names of Reporting Persons: Roni Ben-David
I.R.S. Identification Nos. of above persons (entities only): N/A
2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: Israel
Number of 5. Sole Voting Power: -0- Ordinary Shares
Shares
Beneficially 6. Shared Voting Power: 1,276,806 Ordinary Shares*
Owned by
Each 7. Sole Dispositive Power: -0- Ordinary Shares
Reporting
Person With 8. Shared Dispositive Power: 1,276,806 Ordinary Shares*
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,276,806 Ordinary Shares*
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11. Percent of Class Represented by Amount in Row (9): 14.32%**
12. Type of Reporting Person (See Instructions): IN
-----------------
* Dana Optimum Investments Ltd. is the record holder of 1,276,806 ordinary
shares of the Issuer. Dana Optimum Investments Ltd. is an Israeli company
jointly owned by Mr. Roni Ben-David and Mrs. Aliza Ben-David. Accordingly,
Mr. Roni Ben-David and Mrs. Aliza Ben-David may be deemed to have the
shared voting and dispositive power as to the ordinary shares of the Issuer
held of record by Dana Optimum Investments Ltd. Mr. Roni Ben-David and Mrs.
Aliza Ben-David are husband and wife.
** Based on 8,917,950 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 10,800 Ordinary Shares held as treasury stock)
as of December 31, 2008.
Page 3 of 7
1. Names of Reporting Persons: Aliza Ben-David
I.R.S. Identification Nos. of above persons (entities only): N/A
2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: Israel
Number of 5. Sole Voting Power: -0- Ordinary Shares
Shares
Beneficially 6. Shared Voting Power: 1,276,806 Ordinary Shares*
Owned by
Each 7. Sole Dispositive Power: -0- Ordinary Shares
Reporting
Person With 8. Shared Dispositive Power: 1,276,806 Ordinary Shares*
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,276,806 Ordinary Shares*
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11. Percent of Class Represented by Amount in Row (9): 14.32%**
12. Type of Reporting Person (See Instructions): IN
-----------------
* Dana Optimum Investments Ltd. is the record holder of 1,276,806 ordinary
shares of the Issuer. Dana Optimum Investments Ltd. is an Israeli company
jointly owned by Mr. Roni Ben-David and Mrs. Aliza Ben-David. Accordingly,
Mr. Roni Ben-David and Mrs. Aliza Ben-David may be deemed to have the
shared voting and dispositive power as to the ordinary shares of the Issuer
held of record by Dana Optimum Investments Ltd. Mr. Roni Ben-David and Mrs.
Aliza Ben-David are husband and wife.
** Based on 8,917,950 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 10,800 Ordinary Shares held as treasury stock)
as of December 31, 2008.
Page 4 of 7
Item 1.
(a) Name of Issuer: MER Telemangement Solutions Ltd. (the "Issuer").
(b) Address of Issuer's Principal Executive Offices:
22 Zarhin Street, Ra'anana 43662, Israel
Item 2.
(a) Name of Persons Filing:
Dana Optimum Investments Ltd.
Individuals:
(i) Roni Ben-David
(ii) Aliza Ben-David
I.R.S. Identification No. of above person (entities only): N/A
(b) Address of Principal Business Office or, if none, Residence:
The address of each reporting person is:
25 Kerem Hazetim Street, Savyon 56536, Israel
(c) Citizenship: The entity and each of the persons identified in 2(a)
above is a company organized under the laws of, or a citizen of, the
State of Israel.
(d) Title of Class of Securities: Ordinary Shares, par value NIS 0.1 per
share ("Ordinary Shares")
(e) CUSIP Number: M69676 10 0
Item 3. Not applicable
Item 4. Ownership
(a)-(c) The following information with respect to the ownership of the
ordinary shares of the issuer by each of the reporting persons is
provided as of December 31, 2008:
Shared
Sole power power to Sole power to Shared power
Amount to vote or vote or to dispose or to to dispose or to
beneficially Percent direct direct direct the direct the
Reporting Person owned: of class*: the vote: the vote: disposition of: disposition of:
---------------- ------ ---------- --------- --------- --------------- ---------------
Dana Optimum Investments Ltd.** 1,276,806 14.32% 0 1,276,806 0 1,276,806
Roni Ben-David** 1,276,806 14.32% 0 1,276,806 0 1,276,806
Aliza Ben-David** 1,276,806 14.32% 0 1,276,806 0 1,276,806
-----------------
Page 5 of 7
* Based on 8,917,950 Ordinary Shares that the Issuer advised were issued and
outstanding (which excludes 10,800 Ordinary Shares held as treasury stock)
as of December 31, 2008.
** Dana Optimum Investments Ltd. is the record holder of 1,276,806 ordinary
shares of the Issuer. Dana Optimum Investments Ltd. is an Israeli company
jointly owned by Mr. Roni Ben-David and Mrs. Aliza Ben-David. Accordingly,
Mr. Roni Ben-David and Mrs. Aliza Ben-David may be deemed to have the
shared voting and dispositive power as to the ordinary shares of the Issuer
held of record by Dana Optimum Investments Ltd. Mr. Roni Ben-David and Mrs.
Aliza Ben-David are husband and wife.
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 [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
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 6 of 7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: January 29, 2009
Dana Optimum Investments Ltd.
/s/ Roni Ben-David
------------------
Roni Ben-David
Chairman of the Board
/s/ Roni Ben-David
------------------
Roni Ben-David
/s/ Aliza Ben-David
-------------------
Aliza Ben-David
Page 7 of 7