SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 2, 1996
ELECTRIC FUEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23336 95-4302784
(State or Other Jurisdiction of (Commission File (IRS Employer Identification No.)
Incorporation) Number)
885 Third Avenue, New York, New York 10022 - Suite 2900
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code (212) 230-2172
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
This is page 1 of 40 pages (including Exhibits).
Exhibit Index appears on page 6.
Page 1 of 40
Item 5. Other Events
Pursuant to a Stock Purchase Agreement dated September 30, 1996 (the
"Agreement") between Electric Fuel Corporation (the "Company") and Mr. Leon S.
Gross, one of the Company's existing shareholders (the "Purchaser"), on October
2, 1996 the Company issued 1,538,462 shares of the Company's Common Stock, $.01
par value per share (the "Common Stock") to the Purchaser at a price of $6.50
per share, for a total purchase price of $10,000,003.00. The shares were issued
in a private placement under the Securities Act of 1933, as amended (the
"Securities Act") in reliance on the exemption therefrom provided by Section
4(2) of the Securities Act.
As a result of the private placement, Mr. Gross owns a total of
3,009,162 shares of Common Stock, or 20.2% of the Company, on a fully diluted
basis. Following the private placement, the Company has 14,900,495 shares of
Common Stock outstanding, on a fully diluted basis, compared to 13,362,033
shares on a fully diluted basis before the offering. The closing price on The
Nasdaq National Market for the Company's Common Stock on October 2, 1996 was $6
1/8 per share.
Pursuant to the terms of the Agreement, the Purchaser has agreed that
for a period of five (5) years from the Closing Date, neither the Purchaser nor
his Affiliates, as defined in the Securities Act, directly or indirectly or in
conjunction with or through any Associate (as defined in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), will (i)
solicit proxies with respect to any capital stock or other voting securities of
the Company under any circumstances, or become a "participant" in any "election
contest" relating to the election of directors of the Company (as such terms are
used in Rule 14a-11 of Regulation 14A of the Exchange Act) or (ii) make an offer
for the acquisition of substantially all of the assets or capital stock of the
Company or induce or assist any other person to make such an offer or (iii) form
or join any "group" within the meaning of Section 13(d)(3) of the Exchange Act
with respect to any capital stock or other voting securities of the Company for
the purpose of accomplishing the actions referred to in clauses (i) and (ii)
above other than pursuant to the Voting Rights Agreement described below.
In connection with the Agreement, the Company and the Purchaser also
entered into a Registration Rights Agreement dated September 30, 1996, setting
forth the Purchaser's registration rights with respect to the shares of Common
Stock issued in connection with the offering. These rights include the right to
make two (2) demands for a shelf registration statement on Form S-3 ("Shelf
Registration Statement") for the sale of the Common Stock which may, subject to
certain customary limitations and requirements, be underwritten. In addition,
the Purchaser was granted the right to "piggyback" on registrations of the
Company's securities in an unlimited number of registrations. Also under the
Registration Rights Agreement, the Purchaser is subject to customary
underwriting lock-up requirements with respect to public offerings of the
Company's securities.
Pursuant to a Voting Rights Agreement dated September 30, 1996 (the
"Voting Rights Agreement"), between the Company, the Purchaser and certain
management shareholders, Robert S. Ehrlich (the Company's Chairman of the Board
and Chief Financial Officer) and
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Yehuda Harats (the Company's President and Chief Executive Officer (the
"Management Stockholders"), Lawrence M. Miller, the Purchaser's advisor, will be
entitled to be nominated to serve on the Company's Board of Directors, so long
as the Purchaser, his heirs or assigns retains at least 1,375,000 shares of
Common Stock. As a result, the Company's Board of Directors will be increased to
a total of six members. In addition, under the Voting Rights Agreement, the
Purchaser and Messrs. Ehrlich and Harats agreed to vote and take all necessary
action so that Messrs. Ehrlich, Harats, and Miller shall serve as members of
the Board of Directors for a period of five (5) years covering the five (5)
Meetings of Stockholders following the offering. In addition, so long as Mr.
Miller serves as a director, the Purchaser, who shall succeed Mr. Miller
should he cease to serve on the Board, shall be entitled to attend and
receive notice of Board meetings. The Purchaser further agreed to vote, at
the Company's next Annual Meeting of Stockholders, and take any further
necessary action, in favor of an increase in shares authorized to be issued
upon exercise of options under the Company's 1993 Stock Option and Restricted
Stock Purchase Plan.
The foregoing descriptions of the Stock Purchase Agreement, the
Registration Rights Agreement and the Voting Rights Agreement are qualified in
their entirety by reference to the Stock Purchase Agreement, the Registration
Rights Agreement and the Voting Rights Agreement, respectively, copies of which
are attached to this report as Exhibits 4a, 4b and 4c, respectively, and are
incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits. A list of exhibits required is given in the
Exhibit Index that precedes the exhibits filed
with this report.
Page 4 of 40
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.
ELECTRIC FUEL CORPORATION
(Registrant)
By: /s/Robert S. Ehrlich
------------------------------------
Robert S. Ehrlich
Chairman and Chief Financial Officer
Date: October 4, 1996
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EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit No. Description Sequential Page
Number
4a Stock Purchase Agreement between Electric
Fuel Corporation and Leon S. Gross, dated
September 30, 1996. (Incorporated by
reference)
4b Registration Rights Agreement between
Electric Fuel Corporation and Leon S. Gross,
dated September 30, 1996. (Incorporated by
reference)
4c Voting Rights Agreement between Electric
Fuel Corporation, Leon S. Gross, Robert S.
Ehrlich and Yehuda Harats, dated September
30, 1996. (Incorporated by reference)
99a Press Release re: Stock Purchase Agreement
between Electric Fuel Corporation and Leon
S. Gross, issued by Electric Fuel Corporation
on October 3, 1996.
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