As filed with the Securities and Exchange
Commission on October 3, 2019
Registration Statement No. 333-111019
Registration Statement No. 333-119998
Registration Statement No. 333-126257
Registration Statement No. 333-143399
Registration Statement No. 333-194483
Registration Statement No. 333-199535
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form F–3
Registration Statement No. 333-111019
Post-Effective Amendment No. 1 to Form F–3
Registration Statement No. 333-119998
Post-Effective Amendment No. 1 to Form F–3
Registration Statement No. 333-126257
Post-Effective Amendment No. 1 to Form F–3
Registration Statement No. 333-143399
Post-Effective Amendment No. 1 to Form F–3
Registration Statement No. 333-194483
Post-Effective Amendment No. 1 to Form F–3
Registration Statement No. 333-199535
UNDER
THE SECURITIES ACT OF 1933
Pointer Telocation
Ltd.
(Exact name of Registrant as specified in its
charter)
N/A
(Translation of Registrant’s name into
English)
Israel
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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14 Hamelacha Street
Rosh Ha’ayin, Israel 4809133
Tel: +972-3-572-3111
(Address and telephone number of Registrant’s
principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Tel: 302-738-6680
(Name, address and telephone number of agent
for service)
with copies to:
Howard E. Berkenblit, Esq.
Zysman, Aharoni, Gayer and Sullivan &
Worcester LLP
One Post Office Square
Boston, MA 02109
Telephone: 617-338-2800
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Shy S. Baranov, Adv.
Zysman, Aharoni, Gayer & Co.
41-45 Rothschild Blvd., Beit Zion
Tel Aviv, 65784 Israel
Telephone: (972-3) 795-5555
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(Approximate date of commencement of proposed
sale to the public): Not applicable
If only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ¨
If any of the
securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ¨
If this Form
is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. ¨
If this Form
is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form
is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ¨
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth
company ¨
If an emerging
growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting
standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
† The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting
Standards Board to its Accounting Standards Codification after April 5, 2012.
DEREGISTRATION OF SECURITIES
This filing (the “Post-Effective Amendment”)
relates to the following registration statements on Form F-3 (collectively, the “Registration Statements”) filed by
Pointer Telocation Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”), with the
Securities and Exchange Commission (the “SEC”):
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·
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Registration Statement No. 333-111019, filed with
the SEC on December 12, 2003, and subsequently amended on February 6, 2004, February 10, 2004, April 19, 2004 and September 23,
2004, pertaining to the resale by certain selling shareholders identified therein of up to an aggregate of 152,746,592 Ordinary
Shares, par value NIS 0.03 per share.
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·
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Registration Statement No. 333-119998, filed with
the SEC on October 27, 2004, and subsequently amended on November 12, 2004, pertaining to the resale by certain selling shareholders
identified therein of up to an aggregate of 70,982,385 Ordinary Shares, par value NIS 0.03 per share.
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·
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Registration Statement No. 333-126257, filed with
the SEC on June 30, 2005, and subsequently amended on July 13, 2005, pertaining to the resale by certain selling shareholders identified
therein of up to an aggregate of 183,103,992 Ordinary Shares, par value NIS 0.03 per share.
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·
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Registration Statement No. 333-143399, filed with
the SEC on May 31, 2007, and subsequently amended on September 24, 2007, pertaining to the resale by certain selling shareholders
identified therein of up to an aggregate of 1,207,500 Ordinary Shares par value NIS 1.00 per share.
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·
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Registration Statement No. 333-194483, filed with
the SEC on March 11, 2014, pertaining to the resale by certain selling shareholders identified therein of up to an aggregate of
994,357 Ordinary Shares par value NIS 3.00 per share.
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·
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Registration Statement No. 333-199535, filed with
the SEC on October 22, 2014, pertaining to the resale by certain selling shareholders identified therein of up to an aggregate
of 2,325,094 Ordinary Shares par value NIS 3.00 per share.
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On October 3, 2019, pursuant
to the Agreement and Plan of Merger, dated as of March 13, 2019 (the “Merger Agreement”), by and among the Company,
I.D. Systems, Inc., a Delaware corporation (“I.D. Systems”), PowerFleet, Inc., a Delaware corporation and formerly
a wholly-owned subsidiary of I.D. Systems (“Parent”), Powerfleet Israel Holding Company Ltd., a private company limited
by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Holdco”), and Powerfleet
Israel Acquisition Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned
subsidiary of Holdco (“Merger Sub”), Merger Sub merged with and into the Company, with the Company surviving as a direct,
wholly-owned subsidiary of Holdco and an indirect, wholly-owned subsidiary of Parent, in exchange for consideration consisting
of $8.50 in cash and 1.272 shares of common stock of Parent, per ordinary share of the Company.
Also on October 3, 2019,
in connection with the Merger Agreement, and pursuant to the Investment and Transaction Agreement, dated as of March 13, 2019,
as amended by Amendment No. 1 thereto dated as of May 16, 2019 and Amendment No. 2 thereto dated as of June 27, 2019 (the “Investment
Agreement”), by and among I.D. Systems, Parent, PowerFleet US Acquisition Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (“I.D. Systems Merger Sub”), and ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment
Fund V, L.P., affiliates of ABRY Partners II, LLC, I.D. Systems reorganized into a new holding company structure by merging I.D.
Systems Merger Sub with and into I.D. Systems, with I.D. Systems surviving as a wholly-owned subsidiary of Parent.
As a result of the transactions
contemplated by the Merger Agreement and the Investment Agreement, Parent became a publicly traded corporation, and former I.D.
Systems stockholders and former shareholders of the Company now own common stock of Parent.
In connection therewith,
the Company has terminated all offerings of its Ordinary Shares pursuant to each of the Registration Statements under the Securities
Act of 1933, as amended. In accordance with an undertaking made by the Company in each of the Registration Statements to remove
from registration, by means of a post-effective amendment, any Ordinary Shares which remain unsold at the termination of the offering,
the Company hereby removes from registration all Ordinary Shares registered under the Registration Statements that remain unsold
as of the date hereof, if any, and terminates the effectiveness of each of the Registration Statements. The Registration Statements
are hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form F-3 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rosh Ha’ayin, Israel, on October 3, 2019.
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POINTER TELOCATION LTD.
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/s/ Yaniv Dorani
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By: Yaniv Dorani
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Title: Chief Financial Officer
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No other person is required to sign this
Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 of the Securities Act of 1933, as amended.
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