OMB
APPROVAL
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OMB
Number:
3235-0060
Expires:
May 30, 2009
Estimated
average burden
hours
per response
5.0
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Date
of Report (Date of earliest event reported):
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June
9, 2009
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AROTECH CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-23336
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95-4302784
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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||
of
incorporation)
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File
Number)
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Identification
No.)
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1229 Oak Valley Drive, Ann Arbor,
Michigan
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48108
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(800)
281-0356
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(Former
name or former address, if changed since last
report)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Potential
persons who are to respond to the collection of
information
contained in this form are not required to respond
unless
the form displays a currently valid OMB control number.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Item
8.01
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Other
Events.
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1.
Electing three Class I directors for a three-year term ending in 2012 and
continuing until their successors are duly elected and
qualified:
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||||
Votes
For
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Votes
Withheld
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Abstentions
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Shares
Not Voting
|
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Dr. Jay M.
Eastman
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9,132,889
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1,283,445
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0
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0
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Steven Esses
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9,344,821
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1,071,513
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0
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0
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Michael E. Marrus
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9,269,865
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1,146,468
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0
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0
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(Directors whose terms of office
continued after the meeting were Robert S. Ehrlich, Edward J. Borey,
Seymour Jones, and Elliot Sloyer)
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||||
2.
Amending the Company’s Amended and Restated Certificate of Incorporation
to reduce its authorized common stock from 250,000,000 shares to
50,000,000 shares:
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||||
Votes
For
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Votes
Against
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Abstentions
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Shares
Not Voting
|
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9,999,801
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400,992
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15,539
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0
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3.
Amending the Company’s Amended and Restated Certificate of Incorporation
to authorize the Board of Directors, in addition to the stockholders, to
make, amend and repeal the Company’s by-laws:
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||||
Votes
For
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Votes
Against
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Abstentions
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Shares
Not Voting
|
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2,327,757
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1,285,645
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10,933
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6,791,938
|
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4.
Amending the Company’s Amended and Restated Certificate of Incorporation
to include a provision pursuant to which the Company will be governed by
Section 203 of the General Corporation Law of the State of
Delaware:
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||||
Votes
For
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Votes
Against
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Abstentions
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Shares
Not Voting
|
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2,491,958
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1,118,228
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14,209
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6,791,938
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5.
Adopting the Arotech 2009 Equity Incentive Plan and reserving 5,000,000
shares of common stock for issuance under such plan and ratifying certain
previous issuances of restricted stock:
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||||
Votes
For
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Votes
Against
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Abstentions
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Shares
Not Voting
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2,430,021
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1,176,000
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18,374
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6,791,938
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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3.1
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Amendment
to the Company’s Amended and Restated Certificate of Incorporation, filed
on June 9, 2009
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Dated: June
9, 2009
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AROTECH
CORPORATION
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|||
(Registrant)
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/s/
Robert S. Ehrlich
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Name:
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Robert
S. Ehrlich
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Title:
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Chairman
and CEO
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