Registration No. 333-
As filed with the Securities and Exchange Commission on December 21, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ELTEK LTD.
(Exact name of registrant as specified in its charter)
Israel Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4 Drezner Street, Sgoola Industrial Zone, P.O. Box 159
Petach Tikva 49101, Israel
(Address of Principal Executive Offices) (Zip Code)
ELTEK LTD. 2005 STOCK OPTION PLAN
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
P.O. Box 885
Newark, Delaware 19715
(Name and address of agent for service)
Tel. (302) 738-6680
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Helit Ben Israel, Adv.
Carter Ledyard & Milburn LLP Zellermayer, Pelossof & Co
2 Wall Street The Rubinstein House, 20 Lincoln St.
New York, New York 10005 Tel-Aviv 67134, Israel
(212) 732-3200 + 972 (3) 625-5555
CALCULATION OF REGISTRATION FEE
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Proposed maximum Amount of
Title of securities to be Amount to be offering price per Proposed maximum registration fee
registered registered (1) share aggregate offering price (2)
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Ordinary Shares, par value 284,500 (3) $4.57 (4) $1,300,165 $139.12
NIS 0.6 per share.........
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of the Registrant's ordinary shares, par value NIS 0.6 per share
(the "Ordinary Shares") that may be offered or issued pursuant to the
Registrant's 2005 Stock Option Plan by reason of stock splits, stock
dividends or similar transactions.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price multiplied by 0.000107.
(3) Issuable under options previously granted under the Registrant's 2005 Stock
Option Plan.
(4) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, in the case of Ordinary Shares purchasable upon exercise of
outstanding options, the proposed maximum offering price is the exercise
price provided for in the respective option grant. The exercise price of
the options granted under the Registrant's 2005 Stock Option Plan is equal
to New Israeli Shekels 21 per share, or in accordance with the U.S. dollar
representative rate of exchange as published by the Bank of Israel on
December 20, 2005, $4.57 per share ($1.00= NIS 4.598).
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This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities and Exchange Act, as
amended (the "Exchange Act") (Commission File No. 000-15375) :
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2004;
(b) The Registrant's Reports of Foreign Private Issuer on Form 6-K
submitted to the Commission on March 22, 2005, May 24, 2005,
August 12, 2005, August 15, 2005, October 6, 2005, November 14,
2005, November 15, 2005 and November 23, 2005; and
(c) The description of the issuer's securities contained in the
Registrant's Form 20-F for the fiscal year ended December 31,
2004.
In addition, all documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, and all Reports on Form 6-K submitted to the Commission subsequent to the
date hereof, to the extent that such Reports indicate that information therein
is incorporated by reference into the Registrant's Registration Statements on
Form S-8, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Exculpation of Office Holders
The Israeli Companies Law provides that an Israeli company cannot
exculpate an office holder from liability with respect to a breach of his duty
of loyalty, but may, if permitted by its articles of association, exculpate in
advance an office holder from his liability to the company, in whole or in part,
with respect to a breach of his duty of care. However, a company may not
exculpate in advance a director from his liability to the company with respect
to a breach of his duty of care in the event of distributions. Our articles of
association allow us to exculpate any office holder from his or her liability to
us for breach of duty of care, to the maximum extent permitted by law, before or
after the occurrence giving rise to such liability.
Insurance of Office Holders
The Israeli Companies Law provides that a company may, if permitted by
its articles of association, enter into a contract for the insurance of the
liability of any of its office holders with respect to an act performed by him
in his capacity as an office holder, for:
o a breach of his duty of care to the company or to another person;
o a breach of his duty of loyalty to the company, provided that the
office holder acted in good faith and had reasonable cause to
assume that his act would not prejudice the company's interests;
or
o a financial liability imposed upon him in favor of another
person.
Our articles of association provide that, subject to any restrictions
imposed by applicable law, we may procure, and/or undertake to procure,
insurance covering any past or present or future office holder against any
liability which he or she may incur in such capacity, including insurance
covering us for indemnifying such office holder, to the maximum extent permitted
by law.
Indemnification of Office Holders
The Israeli Companies Law provides that a company may, if permitted by
its articles of association, indemnify an office holder for acts or omissions
performed by the office holder in his or her capacity as an office holder of the
company for:
o a financial obligation imposed upon the office holder in favor of
another person by any judgment, including a settlement or an
arbitrator's award approved by a court;
o reasonable litigation expenses, including attorney's fees,
expended by the office holder as a result of an investigation or
proceeding instituted
against him or her by a competent authority, provided that such
investigation or proceeding concluded without the filing of an
indictment against him or the imposition of any financial
liability in lieu of criminal proceedings, or concluded without
the filing of an indictment against him and a financial liability
was imposed on him in lieu of criminal proceedings with respect
to a criminal offense that does not require proof of criminal
intent; and
o reasonable litigation expenses, including attorney's fees,
incurred by the office holder or charged to him or her by a
court: (a) in a proceeding instituted against him or her by or on
behalf of the company or by another person, (b) in a criminal
charge from which he or she was acquitted, or (c) in a criminal
proceeding in which he or she was convicted of a crime which does
not require proof of criminal intent.
The Israeli Companies Law provides that a company's articles of
association may permit the company to indemnify an office holder following a
determination to this effect made by the company after the occurrence of the
event in respect of which the office holder will be indemnified. It also
provides that a company's articles of association may permit the company to
undertake in advance to indemnify an office holder, provided that the
undertaking is limited to types of events, which, in the opinion of the
company's board of directors, are, at the time of giving the undertaking,
foreseeable due to the company's activities and to an amount or standard that
the board of directors has determined is reasonable under the circumstances. Our
articles of association provide that we may undertake to indemnify in advance an
office holder, in accordance with the conditions set under applicable law,
against any liabilities he or she may incur in such capacity, provided that such
undertaking is limited with respect to categories of events that can be expected
as determined by our board of directors when authorizing such undertaking, and
with respect to such amounts determined by our board of directors as reasonable
in the circumstances. Furthermore, under our articles of association, we may
indemnify any past or present office holder, in accordance with the conditions
set under any law, with respect to any past occurrence, whether or not we are
obligated under any agreement to indemnify such office holder in respect of such
occurrence.
Limitations on Exculpation, Insurance and Indemnification
The Israeli Companies Law provides that a company may not enter into a
contract for the insurance of the liability of an office holder nor indemnify an
office holder nor exculpate an office holder from his liability to the company
for any of the following:
o a breach by the office holder of his duty of loyalty unless, with
respect to indemnification and insurance coverage, the office
holder acted in good faith and had reasonable grounds to assume
that the act would not harm the company;
o a breach by the office holder of his duty of care if the breach
was committed intentionally or recklessly, unless it was
committed only negligently;
o any act or omission committed with the intent to realize a
personal illegal profit; or
o any fine or monetary composition imposed on the office holder.
In addition, under the Israeli Companies Law, exculpation of,
procurement of insurance coverage for, and an undertaking to indemnify or
indemnification of, an office holder must be approved by the company's audit
committee and board of directors and, if such office holder is a director, also
by the company's shareholders.
We have agreed to indemnify our office holders to the fullest extent
permitted by law. We currently maintain directors and officers liability
insurance with a per claim and aggregate coverage limit of $10 million. Under
our current directors and officers liability insurance policy, losses will be
paid in accordance with the following order of priority: first, on behalf of
officers and directors, for all loss that they will be obligated to pay as a
result of a claim made against them; thereafter, on our behalf, for all loss
that an officer or director will be obligated to pay as a result of a claim made
against them, to the extent that we are required or permitted by law to
indemnify our officers and directors; and thereafter, on our behalf, for all
loss that we will be obligated to pay as a result of a securities claim made
against us.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Memorandum of Association, as amended (1)
4.2 Articles of Association, as amended (2)
4.3 Eltek Ltd. 2005 Stock Option Plan (3)
5. Opinion of Zellermayer, Pelossof & Co.
23.1 Consent of Zellermayer, Pelossof & Co. (contained in Exhibit 5)
23.2 Consent of Somekh Chaikin, Member Firm of KPMG International
24 Power of Attorney (included as part of this Registration Statement)
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(1) Filed as an exhibit to the Registrant's Registration Statement on
Form F-1, registration number 333-5770, as amended, filed with
the Commission, and incorporated herein by reference.
(2) Filed as Exhibit 3.2 to the Registrant's Annual Report on Form
20-F for the fiscal year ended December 31, 2003, and
incorporated herein by reference.
(3) Filed as Appendix A to the Registrant's Proxy Statement for the
2005 Annual General Meeting of Shareholders filed on Report of
Foreign Private Issuer on Form 6-K for the month of November
2005, and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment hereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tel Aviv, Israel on December 21, 2005.
ELTEK LTD.
By: /s/Arieh Reichart
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Name: Arieh Reichart
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Arieh Reichart and Amnon Shemer and each
of them severally, his true and lawful attorney-in-fact, and agent each with
power to act with or without the other, and with full power of substitution and
resubstitution, to execute in the name of such person, in his capacity as a
director or officer of Eltek Ltd., any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or
their substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on December 21, 2005, by the following
persons in the capacities indicated.
Signature Title
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/s/ Nissim Gilam
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Nissim Gilam Chairman of the Board of Directors
/s/ Arieh Reichart
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Arieh Reichart President and Chief Executive Officer
/s/Amnon Shemer
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Amnon Shemer Vice President, Finance and Chief
Accounting and Financial Officer
/s/David Banitt
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David Banitt Independent Director
/s/Jack Bigio
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Jack Bigio Director
/s/ Revital Dgani
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Revital Dgani Outside Director
/s/ Joseph Maiman
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Joseph Maiman Director
/s/ Eliyaho Tov
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Eliyaho Tov Outside Director
/s/ Joseph Yerushalmi
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Joseph Yerushalmi Director
Puglisi & Associates
By: /s/ Gregory F. Lavelle
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Name: Gregory F. Lavelle Authorized Representative in the
Title: Vice President United States