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Rada Electronic Industries Ltd – ‘SC 13D’ on 10/27/97 re: Jetborne International Inc

As of: Monday, 10/27/97 · Accession #: 910662-97-128 · File #: 5-38602

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/27/97  Rada Electronic Industries Ltd    SC 13D                 3:57K  Jetborne International Inc        Carter Ledya… Milburn/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      13D Jetborne Int'L/Rada Electronic Industries         15     36K 
 2: EX-99.1     Capital Stock-Inventory Purchase Agrmt of 8/18/97     15     45K 
 3: EX-99.2     Capital Stock Purchase and Sale Agrmt of 9/15/97       5     11K

SC 13D — 13D Jetborne Int’L/Rada Electronic Industries
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
3	Item 1. Security and Issuer
"	Item 2. Identity and Background
8	Item 3. Source and Amount of Funds or Other Consideration
9	Item 4. Purpose of Transaction
12	Item 5. Interest in Securities of the Issuer
13	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

JETBORNE INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $0.1 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 477144 20 8
 -----------
(CUSIP Number)

Steven J. Glusband
 Carter, Ledyard & Milburn
 2 Wall Street, New York, New York 10005
(212) 732-3200
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

August 18, 1997 and September 15, 1997
--------------------------------------------------------------------------------
 (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 [ ].       

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) 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.                                     

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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).                                                                         

CUSIP No. 477144208                                                             

1    NAME OF REPORTING PERSON: RADA ELECTRONIC INDUSTRIES LIMITED.              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  None      

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:               (a) [ ]    
                                                                 (b) [ ]
3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS: OO                                                        

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
     PURSUANT TO ITEMS 2(d) or 2(e):                                         [ ]

6    CITIZENSHIP OR PLACE OF ORGANIZATION:  Israel                              

NUMBER OF    7    SOLE VOTING POWER:  1,747,393 shares of Common Stock
SHARES                                                              
BENEFICIALLY   8    SHARED VOTING POWER:  -0-                             
OWNED BY                                                              
       EACH       9    SOLE DISPOSITIVE POWER:  1,747,393 shares of Common Stock
REPORTING                                                             
PERSON WITH   10   SHARED DISPOSITIVE POWER:  -0-                       

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
PERSON:  1,747,393 shares of Common Stock                             

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
     CERTAIN SHARES                                                          [ ]

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 74.99%                 

14   TYPE OF REPORTING PERSON:  CO                                              

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     This  Statement is being filed to report two  purchases by Rada  Electronic
Industries  Limited  of  (i)  1,141,630  shares  of  common  stock  of  Jetborne
International,  Inc. on August 18, 1997, and (ii) 605,763 shares of common stock
of Jetborne International,  Inc. from Bodstray Company Ltd. ("Bodstray"), a Hong
Kong corporation and the then principal  shareholder of Jetborne  International,
Inc.,  on  September  15,  1997.  Both  share  purchases  were  made in  private
transactions  and the number of shares  reflected a one (1) for ten (10) reverse
stock split effective September 30, 1997.                                       

Item 1.  Security and Issuer.                                                   

     The class of equity securities to which this Statement relates is the class
of shares of common stock,  par value $0.1 per share of Jetborne  International,
Inc.,  reflecting a one (1) for ten (10) reverse stock split effective September
30, 1997 (the "Common Stock").                                                  

     The  issuer  of the  Common  Stock is  Jetborne  International,  Inc.  (the
"Issuer"), a Delaware corporation, whose principal executive offices are located
at 4010 Northwest 36th Avenue, Miami, Florida 33142.                            

Item 2.  Identity and Background.                                               

     This Statement is being filed by Rada  Electronic  Industries  limited,  an
Israeli corporation ("Rada").  Rada's principal business is (i) the development,
manufacture,  marketing  and sale of  aerospace,  naval  and  ground  electronic
equipment both for commercial  and military use; and (ii) the  distribution  and
sale of electronic  components,  personal computers and aircraft parts. Rada has
subsidiaries in Israel and the United States.                                   

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     The address of the principal  offices of Rada, and the business  address of
its executive  officers listed below, is 12 Medinat Hayehudim Street,  Hertzliya
Pituach 46120, Israel.                                                          

     The following is information concerning each executive officer and director
of Rada:                                                                        

1.    Name:  Yair Grinberg                                                      

Position with Rada:  Chairman of the Board                          

Present Principal Occupation:  Same                                 

Residence Address:  3 Kashani Street, Ramat Aviv, Israel            

Citizenship:  Israeli                                               

2.    Name:  Haim Nissenson                                                     

Position with Rada:  President and Chief Executive Officer          

Present Principal Occupation:  Same                                 

Residence Address:  11 Yehuda Maccabi Street, Hertzliya, Israel     

Citizenship:  Israeli                                               

3.    Name:   Herzel Bodinger                                                   

Position with Rada:   President, Rada Electronic Industries, Inc.   

      Present Principal Occupation:    Same. Rada Electronic Industries, Inc. is
                               a wholly owned subsidiary of Rada
                                     incorporated in Delaware and engaged in
                                       international marketing activities, whose
                                      principal business address is 80 Express
                          Street, Plainview, NY 11803.

Residence Address:  31 Aya Street, Ramat Hasharon, Israel 47226     

Citizenship:  Israeli                                               

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4.    Name:  Meir Hermel                                                        

Position with Rada:  Chief Financial Officer                        

Present Principal Occupation:  Same                                 

Residence Address:   65 Hailanot Street, Hertzliya, Israel          

Citizenship:  Israeli                                               

5.    Name:  Meir Shariv                                                        

Position with Rada:  Marketing Coordinator and Director             

Present Principal Occupation:  Same                                 

Residence Address:  10 Bar-Ilan Street, Holon, Israel 58447         

Citizenship:  Israeli                                               

6.    Name:  Hadas Barnoy Tsror                                                 

Position with Rada:  Corporate Secretary and Legal Advisor          

Present Principal Occupation:  Same                                 

Residence Address:  26 Sharet Street, Tel Aviv, Israel 62092        

Citizenship:  Israeli                                               

7.    Name:  Itzhak Almog                                                       

Position with Rada:  Director                                       

  Present Principal Occupation:    Chief Executive  Officer of  Powercom
                                      Control Ltd., an Israeli company engaged
                                     in the development and sale of communi-
                                  cations and control software for the
                                      International energy market, whose prin-
                                     cipal business address is 11 Ben Gurion
                                 Street, Givat Shmuel, Israel 54017.

Residence Address:  7/A Moledet Street, Hod Hasharon, Israel 45341  

Citizenship:  Israeli                                               

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8.   Name:  Adrian Berg                                                         

Position with Rada:  Director                                         

     Present Principal Occupation:    Chartered Accountant and Senior Partner at
                             Alexander & Co., a U.K. Chartered
                                      Accountants firm, whose principal business
                           Address is 17 St. Ann's Square,
                             Manchester, England, M2 7PW, U.K.

    Residence Address:  26 Cherington Road, Cheadle Cheshire, England, SK81LN,
U.K.                          

Citizenship:  British                                                 

9.   Name:  Eles Dobronsky                                                      

Position with Rada:  Director                                         

     Present Principal Occupations:   Advocate and Senior Partner at the Israeli
                                      law firm, Dobronsky and Giora, whose prin-
                                     cipal business address is 68 Iben Gabirol
                                     Street, Tel Aviv, Israel; Chairman of the
                                     Board, acting Chief Executive Officer and
                                   Chief Financial  Officer  of the Issuer
        (see above).

Residence Address:  44 Rav Fridman Street, Tel Aviv, Israel           

Citizenship:  Israeli                                                 

10.  Name:  Eitan Gurel                                                         

Position with Rada:   Director                                        

Present Principal Occupation:   Independent Economic and Financial    
                              Consultant, whose principal business
                            address is 63 Iben Gabirol Street,
           Tel Aviv, Israel.

Residence Address:  55 Dan Street, Kochav Yair, Israel                

Citizenship:  Israeli                                                 

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11.   Name:   David Kenig                                                       

Position with Rada:  Director                                       

Present Principal Occupation:    Independent Consultant and Software
                                   Developer; Chief Executive Officer of
                                Crossnet, Inc., a U.S. corporation
                                     engaged in computers' communication and
                                   software development, whose principal
                                       business address is 576 5th Avenue, Suite
                             1103, New York, New York 10036.

Residence Address:  33 Shazar Street, Hertzliya Pituach, Israel     

Citizenship:  Israeli                                               

12.   Name:   Shai Kuttner                                                      

Position with Rada:   Director                                      

      Present Principal  Occupation:   Lawyer and  Managing Partner in the Dutch
                                 law firm, Brada, Kuttner and Gazit,
                                 Advocates, whose principal business
                               address is Koningslaan 14 1075 AC
                                      Amsterdam, the  Netherlands; and Partner
                                      in the Israeli branch of the firm, whose
                                    principal  business address is 1 David
                                 Ha'Melech Street, Tel Aviv, Israel.

 Residence Address:  4/A Har Nevo Street, Ramat Hasharon, Israel 47225

Citizenship:  Israeli                                               

13.   Name:   Israel Singer                                                     

Position with Rada:   Director                                      

      Present Principal Occupation:  Principal of the Blich High School, located
                                 in 22 Givati Street, Ramat Gan, Israel.

Residence Address:  63 Ben-Eliezer Street, Ramat Gan, Israel        

Citizenship:  Israeli                                               

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     During the past five  years,  none of Rada,  or (to the best  knowledge  of
Rada) any of the  persons  listed  above has been (i)  convicted  in a  criminal
proceeding  (excluding  traffic violations or similar  misdemeanors),  or (ii) a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction,  as a result of such proceeding it, he or she was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating  activities subject to, United States federal or state, or Israeli,
securities laws, or finding any violation with respect to such laws.            

Item 3.  Source and Amount of Funds or Other Consideration.                     

     On  August  18,  1997,  Rada  entered  into a Capital  Stock for  Inventory
Purchase Agreement with the Issuer (the "Stock-Inventory  Agreement"),  pursuant
to which Rada  acquired  1,141,630  shares of Common  Stock of the  Issuer.  The
1,141,630  shares of Common Stock,  representing  49% of the Issuer's issued and
outstanding  shares of Common Stock,  were acquired in consideration of the full
satisfaction of an outstanding debt of approximately  $2.7 million due to Rada's
wholly owned subsidiary,  Adar Active Technologies B.V. ("Adar"). The debt arose
from the Issuer's purchase of certain aircraft parts inventory (the "Inventory")
from Adar in December  1996.  The  Inventory was held by Adar since 1996 and its
purchase  was funded  from its  working  capital.  The basis of the  calculation
utilized for the purpose of acquiring the 49% interest was the book value of the
Issuer, for which Rada obtained an independent  evaluation,  and an appraisal of
the Inventory.  The Stock-Inventory  Agreement provided that 1,141,630 shares of
Common Stock would be issued to Rada within 180 days from the execution  date of
the Stock-Inventory  Agreement and was conditioned upon the full satisfaction or
waiver of certain                                                               

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conditions. On October 1, 1997, the Issuer issued the 1,141,630 shares of Common
Stock to Rada. The Stock-Inventory  Agreement is being filed herewith as Exhibit
1 to this Statement and is incorporated herein by reference.                    

     On September 15, 1997,  Rada entered into a Capital Stock Purchase and Sale
Agreement  (the  "Exchange   Agreement")  with  Bodstray,   the  then  principal
shareholder of the Issuer, whereby Rada acquired 605,763 shares of Common Stock,
representing 26% of the Issuer's issued and outstanding  shares of Common Stock,
in exchange for 700,000  Ordinary  Shares,  par value NIS .002 per share of Rada
(the  "Ordinary  Shares"),  representing  approximately  5.3% of the  issued and
outstanding Ordinary Shares of Rada.                                            

     On September 30, 1997,  Bodstray  transferred  the 605,763 shares of Common
Stock to Rada. To date,  Rada has not yet issued the 700,000  Ordinary Shares to
Bodstray and it is anticipated  that such issuance will take place by the end of
November 1997. The Stock Exchange Agreement is being filed herewith as Exhibit 2
to this Statement and is incorporated herein by reference.                      

     As a result of the two foregoing transactions,  Rada owns approximately 75%
of the Issuer's  issued and  outstanding  shares of Common Stock with the public
holding the remaining approximately 25%.                                        

Item 4.  Purpose of Transaction.                                                

     The first purchase of 1,141,630  shares of Common Stock from the Issuer was
made by Rada in order to settle  the  outstanding  debt of $2.7  million  of the
Issuer,  while the  second  purchase  of  605,763  shares of Common  Stock  from
Bodstray was made for the purpose of                                            

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acquiring  a  controlling  interest  in the  Issuer.  As  part  of its  business
strategy,  Rada  has  begun  to  focus on  providing  testing  services  for the
commercial aviation industry via the establishment of maintenance centers.  Such
maintenance  centers  will  utilize  Rada's  CATS  tester  which is  capable  of
verifying within a short period of time whether a computer and avionic component
removed  from an aircraft is  serviceable  or requires  repair.  Rada opened its
first maintenance center at Beijing  International  Airport in China in 1997 and
is scheduled to open two additional maintenance centers at Miami and Los Angeles
International  Airports in the fourth  quarter of 1997 and the third  quarter of
1998,  respectively.  The establishment and operation of the maintenance centers
in the United States will be conducted through a joint venture company, New Reef
Holdings Ltd., in which Rada currently holds a 25% interest.                    

     Because of synergies  between  maintenance  operations and the distribution
and sale of spare parts, the management of Rada decided to renew its involvement
in the  commercial  aviation  spare parts  business  through  the  purchase of a
controlling  interest in the Issuer,  which is an aircraft  spare parts provider
based in  Miami,  Florida.  Rada's  management  believes  that  the  controlling
interest  in the Issuer  will  enable  Rada to combine  its  testing  and repair
capabilities,  which will be provided by the  maintenance  centers in the United
States,  with the supply and  replacement  of  avionics  and other  spare  parts
activities of the Issuer.                                                       

     Pursuant to the  Stock-Inventory  Agreement,  Rada and the Issuer agreed to
negotiate, following the consummation of the purchase of the 1,141,630 shares of
Common  Stock,  an  agreement  pertaining  to the  participation  of Rada in the
management of the Issuer.  Rada intends to appoint three (3) persons to serve on
the Board of Directors of the Issuer.  Mr. Eles  Dobronsky,  a director of Rada,
has served as the appointee of a former group of shareholders of                

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the Issuer as Chairman of the Board since May 1991. Mr.  Dobronsky has served as
acting Chief Executive  Officer and Chief Financial  Officer of the Issuer since
March 1997. It is  anticipated  that Mr.  Dobronsky  will continue to serve as a
director of the Issuer and that the Issuer will appoint  other  persons to serve
as Chairman,  Chief Executive Officer and Chief Financial Officer.  The Board of
Directors of the Issuer currently consists of five (5) directors.               

     Effective  September 30, 1997, the Issuer  completed a one (1) for ten (10)
reverse stock split.  Immediately  after the reverse stock split, the Issuer had
authorized capital of 14,000,000 shares of Common Stock with 1,188,228 shares of
Common Stock  issued and  outstanding.  Subsequent  to the issuance of 1,141,630
shares of Common  Stock to Rada on  October 1,  1997,  the Issuer had  2,329,858
issued and outstanding shares of Common Stock.                                  

     Apart from the foregoing,  none of Rada, or (to the best knowledge of Rada)
any  person  named  in Item 2 of this  Statement  (in his or her  capacity  as a
director or executive  officer of Rada) has any plans or proposals which relates
to or  would  result  in:  (a)  the  acquisition  by any  person  of  additional
securities of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary  corporate  transaction,  such  as  a  merger,  reorganization  or
liquidation,  involving  the  Issuer or any of its  subsidiaries;  (c) a sale or
transfer  of  a  material  amount  of  assets  of  the  Issuer  or  any  of  its
subsidiaries;  (e) any material change in the present capitalization or dividend
policy of the Issuer;  (f) any other material change in the Issuer's business or
corporate   structure;   (g)  any  changes  in  the  Issuer's   Certificate   of
Incorporation  or Bylaws or other  actions which may impede the  acquisition  of
control of the Issuer by any person;  (h) causing a class of  securities  of the
Issuer to be  delisted  from a national  securities  exchange  or to cease to be
authorized  to be quoted in an  inter-dealer  quotation  system of a  registered
national securities association; (i) a class of                                 

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equity   securities  of  the  Issuer   becoming   eligible  for  termination  of
registration  pursuant to Section  12(g)(4) of the  Securities  Exchange  Act of
1934; or (j) any action similar to any of the foregoing.                        

Item 5.  Interest in Securities of the Issuer.                                  

     (a) and (b) Rada is the  beneficial  owner of  1,747,393  shares  of Common
Stock  representing  approximately  75% of the currently  outstanding and issued
shares of Common  Stock.  Rada has the sole power to vote or direct the vote and
sole power to dispose or direct the disposition of all such 1,747,393  shares of
Common Stock.                                                                   

     To the best knowledge of Rada, none of its directors or executive  officers
is the beneficial  owner of any interest in the Issuer,  except that on December
20, 1996,  the Board of  Directors  of the Issuer  approved the issuance to Eles
Dobronsky  of warrants  (the  "Warrants")  to  purchase up to 285,174  shares of
Common  Stock,  representing  24% of the then issued and  outstanding  shares of
Common Stock of the Issuer.  The warrants  were granted in  connection  with Mr.
Dobronsky's services as Chairman of the Board of the Issuer since May 1991.     

     The Warrants are  exercisable  at $0.842 per share for a period of five (5)
years  beginning  July 1,  1996 and will  expire on June 30,  2001.  None of the
Warrants have been exercised to date.                                           

     (c) Apart from the  acquisitions  of 1,141,630  shares of Common Stock from
the  Issuer on August  18,  1997 and of  605,763  shares  of Common  Stock  from
Bodstray on September 15, 1997 in private  transactions,  and the acquisition by
Eles  Dobronsky  of the  Warrants as noted in Item 5 (a) and (b) above,  none of
Rada,  or (to the best  knowledge of Rada) any of its  directors  and  executive
officers listed in Item 2 of this Statement has effected any transactions in the
shares of Common Stock of the Issuer during the past sixty days.                

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(d) Not applicable.                                                   

(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.                                      

      Exhibit 1:        Capital  Stock for  Inventory  Purchase  Agreement
                           dated  August  18,  1997   between  Rada   Electronic
                         Industries Limited and Jetborne International, Inc.

   Exhibit 2:        Capital Stock Purchase and Sale Agreement dated
                          September 15, 1997 between Bodstray Company Ltd. and
         Rada Electronic Industries Limited.

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 SIGNATURE

     After reasonable  inquiry and to the best of its knowledge and belief,  the
undersigned  certifies that the information set forth in this Statement is true,
complete and correct.                                                           

Date: October 27, 1997                                                          

                                  RADA ELECTRONIC INDUSTRIES LIMITED

                     By: /s/Haim Nissenson
                        ------------------
                    Haim Nissenson
                                           President and Chief Executive Officer

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 EXHIBIT INDEX

Exhibit 1:       Capital  Stock for  Inventory  Purchase  Agreement           
         dated  August  18,  1997   between  Rada   Electronic
       Industries Limited and Jetborne International, Inc.

Exhibit 2:       Capital Stock Purchase and Sale Agreement dated              
        September 15, 1997 between Bodstray Company Ltd. and
Rada Electronic Industries Limited.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	6/30/01	12		None on these Dates
Filed on:	10/27/97	14
	10/1/97	9	11
	9/30/97	3	11
	9/15/97	1	15
	8/18/97	1	15
	12/20/96	12
	7/1/96	12
				List all Filings

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Filing Submission 0000910662-97-000128 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Rada Electronic Industries Ltd – ‘SC 13D’ on 10/27/97 re: Jetborne International Inc

As of: Monday, 10/27/97 · Accession #: 910662-97-128 · File #: 5-38602

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D — 13D Jetborne Int’L/Rada Electronic IndustriesDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D — 13D Jetborne Int’L/Rada Electronic Industries
Document Table of Contents