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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): | June 19, 2006 |
AROTECH CORPORATION |
| (Exact name of registrant as specified in its charter) |
Delaware | | 0-23336 | | 95-4302784 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
1229 Oak Valley Drive, Ann Arbor, Michigan | | 48108 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: | | (800) 281-0356 |
| |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. |
Item 8.01 Other Events.
On June 19, 2006, at the Annual Meeting of Stockholders of Arotech Corporation (the “Registrant”), the stockholders of the Registrant voted on the following proposals with the following results:
1. Fixing the number of Class I Directors at two: |
| | Votes For | Votes Withheld | Abstentions | Shares Not Voting |
| | 87,801,315 | 8,345,370 | 0 | 0 |
2. Election of Class I Directors: |
| | Votes For | Votes Withheld | Abstentions | Shares Not Voting |
Dr. Jay M. Eastman | 87,801,315 | 8,345,370 | 0 | 0 |
Steven Esses | 88,103,506 | 8,103,506 | 0 | 0 |
(Directors whose terms of office continued after the meeting were Robert S. Ehrlich, Jack E. Rosenfeld, Lawrence M. Miller, Edward J. Borey, and Seymour Jones) |
3. Ratifying, for purposes of NASD Marketplace Rule 4350(i)(1)(C)(ii), the issuance in February, March and April of 2006 of warrants expiring March 31, 2008 to purchase up to 4,175,071 shares of the Company’s common stock at a price of $0.594 per share: |
| | Votes For | Votes Against | Abstentions | Shares Not Voting |
| | 14,231,945 | 6,863,446 | 770,952 | 74,280,342 |
4. Amending the Company’s Amended and Restated Certificate of Incorporation in order to effect a one-for-fourteen reverse stock split: |
| | Votes For | Votes Against | Abstentions | Shares Not Voting |
| | 85,362,793 | 10,520,295 | 263,596 | 0 |
On June 19, 2006, Arotech announced the above by press release, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
As described above, the following Exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit Number | Description |
| 99.1 | Press release dated June 19, 2006 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AROTECH CORPORATION | |
| | (Registrant) | |
| | By: | /s/ Robert S. Ehrlich |
| | | Name: | Robert S. Ehrlich |
| | | Title: | Chairman and CEO |
Dated: June 19, 2006
