Securities
and exchange commission
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 8)
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Arotech
Corporation
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of Securities)
042682
20 3
(CUSIP Number)
Ephraim
Fields
Echo Lake Capital
888 Seventh Avenue, 17
th
Floor
New York, NY 10019
(212) 251-3381
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to-
Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street
Suite 2800
Chicago, IL 60654-5313
(312) 832-4549
|
Peter D. Fetzer
Foley & Larder LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202-5306
(414) 297-5596
|
October
11, 2016
(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 Rule 13d-1(b)(3) or (4), check the following box.
£
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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act.
1
|
NAME OF REPORTING PERSON
Ephraim Fields
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF
|
|
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
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,304,355
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
1,304,355
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,304,355
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
AMENDED SCHEDULE 13D
This Amended Schedule
13D (this “
Schedule 13D/A
”) amends and restates the Schedule 13D initially filed with the Securities and Exchange
Commission and is being filed by Ephraim Fields and relates to common stock, par value $0.01 per share (the “
Common Stock
”)
of Arotech Corporation, a Delaware corporation (the “
Company
” or the “
Issuer
”).
.
Item 1.
Security and Issuer
|
Securities acquired
:
|
Common Stock
|
|
|
|
|
Issuer
:
|
Arotech Corporation
1229 Oak Valley Drive
Ann Arbor, Michigan 48108
|
Item 2.
Identity and Background
(a) This
Schedule 13D/A is filed by Ephraim Fields (the “Reporting Person”).
(b) The
principal place of business for Ephraim Fields is c/o Echo Lake Capital, 888 Seventh Avenue, 17th Floor, New York, NY 10019.
(c) Ephraim
Fields is the founder of Echo Lake Capital, a value-oriented investment firm focused on U.S. equities. His principal occupation
is investing.
(d) During
the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, the Reporting Persons has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, were or are 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) Ephraim
Fields is a citizen of the United States of America.
Item 3.
Source and Amount
of Funds
As of the date of this
Schedule 13D/A, Ephraim Fields had invested $2,849,729 (inclusive of brokerage commissions) to purchase 1,304,355 shares of Common
Stock of the Issuer.
Item 4.
Purpose of the Transaction
The Reporting Persons
purchased the Common Stock for investment purposes. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of shares at prices that would make the purchase or sale of Common Stock desirable,
each Reporting Person may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase
or sale of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Person may deem advisable. Each Reporting Person may engage in short selling or hedging or similar transactions with respect to
the Common Stock, on such terms and at such times as the Reporting Person may deem advisable.
Except to the extent
discussed herein, the Reporting Persons do not have any present plan or proposal which would relate to or result in any of the
matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or
in connection with completion of, or following, any of the actions discussed herein. Each Reporting Person intends to review its
investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position and investment strategy, the price levels of the shares, conditions in the securities markets and general economic
and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer
as it deems appropriate including, without limitation, continuing to engage in communications with management and the Board of
the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Person’s
investment, making other proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure
or operations of the Issuer, purchasing additional shares, selling some or all of its shares, engaging in short selling of or any
hedging or similar transaction with respect to the Common Stock, or changing its intention with respect to any and all matters
referred to in Item 4.
As of October 11, 2016,
the Reporting Person ceased to be a beneficial owner of more than 5% of the Issuer's Common Stock.
Item 5.
Interest in Securities
of the Issuer
(a) - (b) Ephraim Fields
beneficially owns in the aggregate 1,304,355 shares of Common Stock, which represents approximately 4.9% of the Company’s
outstanding shares of Common Stock. The percentage ownership of shares of Common Stock set forth in this Statement is based on
26,438,224 shares of Common Stock issued and outstanding as of August 5, 2016 as reported in the Company’s Form 10-Q filed
with the SEC on August 9, 2016.
Ephraim Fields has the
sole power to vote or to direct the voting of all such shares described herein. Mr. Fields has the sole power to dispose
or direct the disposition of all such shares described herein. Mr. Fields does not have shared power to vote or to direct
the vote of any such shares described herein, and does not have shared power to dispose or direct the disposition of any such shares
described herein.
(c) Since
filing the last amendment to this Statement, Ephraim Fields has effected the following transactions in shares of Common Stock:
Date
|
|
Shares
Bought/(Sold)
|
|
Price
|
10/7/2016
|
|
-8,230
|
|
$ 3.32
|
10/10/2016
|
|
-110,620
|
|
$ 3.27
|
10/11/2016
|
|
-122,860
|
|
$ 3.40
|
|
|
|
|
|
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Common Stock.
(e) Not
applicable.
Item 6.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7.
Material to be Filed
as Exhibits
None.
SIGNATURES
After reasonable inquiry
and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
/s/ Ephraim Fields
Ephraim Fields
October 12, 2016
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