As filed with the U.S. Securities and Exchange Commission on April 15, 2021.
Registration Statement No. 333-254921
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
On Track Innovations Ltd.
(Exact name of registrant as specified in its charter)
| Israel | | 3674 | | N/A |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
Hatnufa 5, Yokneam Industrial Zone
Box 372, Yokneam 2069200, Israel
(972) 4-6868-000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
The Corporation Trust Company
Corporation Trust Center 1209 Orange St.
Wilmington, New Castle County
Delaware, 19801
Tel: (302) 658-7581
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Howard E. Berkenblit, Esq. Sullivan & Worcester LLP One Post Office Square Boston MA 02109 Tel: (617) 338-2800 | | Shy S. Baranov, Adv. Gornitzky & Co., Law Offices Vitania Tel Aviv Tower, 20 Haharash St., Tel Aviv 6761310, Israel Tel: (011) 972-3-7109191 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
EXPANATORY NOTE
This Amendment is filed solely to file Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8 and to reflect such filings in the Index to Exhibits. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15, 16, or 17 of Part II of the Registration Statement.
Item 16. Exhibits.
Exhibits and Financial Statement Schedules.
| 3.1 | | Amended and Restated Articles of Association, as amended on April 14, 2020 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 12, 2020). |
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| 3.2 | | Memorandum of Association, as amended and restated after the April 14, 2020 amendment (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 12, 2020). |
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| 5.1* | | Opinion of Zysman Aharoni Gayer & Co., Israeli counsel to On Track Innovations Ltd. |
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| 10.1 | | Amended and Restated On Track Innovations Ltd. 2001 Share Option Plan (incorporated by reference to the Company’s proxy statement on Schedule 14A filed with the SEC on October 16, 2017). |
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| 10.2 | | Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference to Appendix B to the Company’s proxy statement on Schedule 14A filed with the SEC on March 10, 2020). |
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| 10.3 | | Asset Purchase Agreement, dated August 14, 2013, by and between the Company and SuperCom Ltd. (incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014). |
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| 10.4 | | Personal Employment Agreement, dated November 5, 2019, by and between the Company and Yehuda Holtzman (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 6, 2019). |
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| 10.5 | | Personal and Special Employment Agreement dated February 27, 2018, by and between the Company and Assaf Cohen (incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2018). |
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| 10.6 | | Amendment to Personal Employment Agreement, dated September 30, 2019, by and between the Company and Assaf Cohen (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2019). |
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| 10.7 | | Amended and Restated Executive Compensation Policy (incorporated by reference to the Company’s proxy statement on Schedule 14A filed with the SEC on August 23, 2019). |
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| 10.8 | | Share Purchase Agreement dated December 23, 2019 by and among the Company, Jerry L. Ivy, Jr. Descendants’ Trust and certain other investors (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 26, 2019). |
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| 10.9 | | Loan Financing Agreement dated December 9, 2020 by and between the Company and Jerry L. Ivy, Jr., Descendants’ Trust (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 15, 2020). |
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| 10.10 | | Debenture – Floating Charge dated December 9, 2020 by and among the Company, Jerry L. Ivy, Jr., Descendants’ Trust and other lenders (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 15, 2020). |
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| 10.11 | | Agreement for the Sale of Shares in ASEC S.A. dated March 29, 2021, by and among Vector Software SP. Z.O.O., the Company and ASEC S.A. (incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2021). |
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| 21.1 | | List of Subsidiaries of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2021). |
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| 23.1* | | Consent of Independent Registered Public Accounting Firm. |
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| 23.2* | | Consent of Zysman Aharoni Gayer & Co, (included in Exhibit 5.1). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Yokneam, State of Israel, on April 15, 2021.
| | ON TRACK INNOVATIONS LTD. |
| | |
| | By: | /s/ Yehuda Holtzman |
| | | Yehuda Holtzman |
| | | Chief Executive Officer |
| | | (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Yehuda Holtzman | | Chief Executive Officer (principal executive officer) | | April 15, 2021 |
| Yehuda Holtzman | | | | |
| | | | | |
| /s/ Assaf Cohen | | Chief Financial Officer (principal financial officer and | | April 15, 2021 |
| Assaf Cohen | | principal accounting officer) | | |
| | | | | |
| | | Chairwoman of the Board of Directors | | |
| Sandra Bjork Hardardottir | | | | |
| | | | | |
| | | Director | | |
| William C. Anderson | | | | |
| | | | | |
| /s/ * | | Director | | April 15, 2021 |
| Uri Arazy | | | | |
| | | | | |
| /s/ * | | Director | | April 15, 2021 |
| Leonid Berkovitch | | | | |
| | | | | |
| /s/ * | | Director | | April 15, 2021 |
| Donna Marks | | | | |
| | | | | |
| /s/ * | | Director | | April 15, 2021 |
| Michael Shanahan | | | | |
| *By: | /s/ Yehuda Holtzman | |
| | Yehuda Holtzman | |
| | Attorney in Fact | |
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