SC 13 G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 2)*
Under the Securities
Exchange Act of 1934
| Nova Measuring Instruments Ltd. |
|
| (Name of Issuer) |
| Ordinary Shares, Par Value NIS 0.01 |
|
| (Title of Class of Securities) |
| M7516K 10 3 |
|
| (CUSIP NUMBER) |
| December 31, 2007 |
|
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
| CUSIP No. M7516K 10 3 |
SCHEDULE 13G/A |
|
| |
|
|
|
| 1. |
NAME OF REPORTING PERSONS: DR. GIORA DISHON
I.R.S. IDENTIFICATION NOS. NOT APPLICABLE
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
| 3. |
SEC Use Only
|
| 4. |
CITIZENSHIP or PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
947,356 (1)
|
| 6. |
SHARED VOTING POWER
--
|
| 7. |
SOLE DISPOSITIVE POWER
947,356 (1)
|
| 8. |
SHARED DISPOSITIVE POWER
--
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
947,356 (1)
|
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.82% (2)
(calculated excluding from
outstanding shares all shares owned by Issuer as treasury shares) |
| 12. |
TYPE OF REPORTING PERSON
IN
|
2
| CUSIP No. M7516K 10 3 |
SCHEDULE 13G/A |
|
| Item 1(a). |
Name of Issuer: |
| |
Nova
Measuring Instruments Ltd. |
| Item 1(b). |
Address of Issuer's Principal Executive Offices: |
| Item 2(a). |
Name of Person Filing: |
| Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
| |
c/o
Nova Measuring Instruments Ltd.
Weizmann Scientific Park
P.O. Box 266
Rehovot 76100
Israel |
| Item 2(d). |
Title of Class of Securities: |
| |
Ordinary
Shares, par value NIS 0.01 per share |
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a: Not Applicable |
|
(a) |
o
|
Broker or dealer registered under Section 15 of the Exchange Act; |
|
(b) |
o
|
Bank as defined in Section 3(a)(6) of the Exchange Act; |
|
(c) |
o
|
Insurance Company as defined in Section 3(a)(19) of the Exchange Act; |
|
(d) |
o
|
Investment Company registered under Section 8 of the Investment Company Exchange Act; |
|
(e) |
o
|
Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
(f) |
o
|
Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
|
(g) |
o
|
Parent Holding Company or Control Person in accordance with Rule
13d-1(b)(1)(ii)(G); |
|
(h) |
o
|
Saving Association as defined in Section 3(b) of The Federal Deposit Insurance
Act; |
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|
(i) |
o
|
Church Plan that is excluded from the definition of an Investment Company under
Section 3(c)(14) of the Investment Company Act; |
|
(j) |
o
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| |
(a) |
Amount
beneficially owned:
947,356 (1) |
| |
(b) |
Percent
of Class:
4.82% (2) (calculated excluding from
outstanding shares all shares owned by Issuer as treasury shares) |
| |
(c) |
Number
of shares as to which such person has: |
| |
(i) |
Sole
power to vote or direct the vote:
947,356 (1) |
| |
(ii) |
Shared
power to vote or to direct the vote: 0 |
| |
(iii) |
Sole power
to dispose or direct the disposition of:
947,356 (1) |
| |
(iv) |
Shared
power to dispose or to direct the disposition of: 0 |
| 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 5 percent of the class of securities, check the following x
|
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company. |
| Item 8. |
Identification and Classification of Members of the Group. |
| Item 9. |
Notice of Dissolution of Group. |
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SIGNATURE
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.
|
|
February 14, 2008
——————————————
(Date)
/s/ Dr. Giora Dishon
——————————————
(Signature)
Dr. Giora Dishon
——————————————
(Name/Title)
|
(1)Includes 61,100 Ordinary Shares held by a trustee according to the tax laws of
Israel and options which are immediately exercisable or exercisable within 60
days of December 31, 2007 to purchase additional 284,314 Ordinary Shares.
(2)The issuer has advised the Reporting Person that as of December 31, 2007 there
were 19,369,418 outstanding Ordinary Shares of the issuer, of which 2,229
Ordinary Shares are held by the Issuer as treasury shares. The Reporting
Person’s Ownership percentage is based on that amount.
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