SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [|X|]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[|X|] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TAT TECHNOLOGIES LTD.
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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TAT TECHNOLOGIES LTD.
P.O. BOX 80
GEDERA 70750, ISRAEL
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 15, 2003
NOTICE IS HEREBY GIVEN that an Annual General Meeting of Shareholders
(the "Annual Meeting") of TAT Technologies Ltd. (the "Company") will be held on
Thursday, December 15, 2003 at 2:00 P.M. Israel time, at the Company's executive
offices in Park Re'em Industrial Zone, Bnei Ayish, Israel, to consider and act
upon the following matters:
1. To elect nine directors to serve in such office subject
to the provisions of the Company's Articles of
Association.
2. To reappoint Kost, Forer and Gabbay as independent
auditors of the Company for the year ending December 31,
2003 and to authorize the Board of Directors to determine their remuneration.
3. To receive the auditor's report, the financial
statements of the Company and the directors' report on the
Company for the fiscal year ended December 31, 2002.
4. To transact such other businesses as may properly come
before the meeting or any adjournment thereof.
A shareholder who wishes to vote at the Annual Meeting by proxy must
deliver a proxy to the offices of the Company no later than 48 hours before the
time appointed for the Annual Meeting or any adjournment thereof.
A quorum required for the Annual Meeting consists of at least two
shareholders present in person or by proxy, holding or representing at least
one-third of the total voting rights of the Company. If, within half an hour
after the time appointed for the holding of the Annual Meeting, a quorum is not
present, the Annual Meeting shall be adjourned to the same day in the next week
at the same time and place or any other time as the Board of Directors of the
Company shall designate and state in a notice to the shareholders, and if, at
such adjourned meeting, a quorum is not present within half an hour after the
time appointed for holding the meeting, two shareholders present in person or by
proxy shall constitute a quorum.
The accompanying Proxy Statement contains further information with
respect to these matters and the text of the resolutions proposed to be adopted
at the Annual Meeting.
The Board of Directors has fixed the close of business on November
14, 2003 (the "Record Date"), as the record date for the determination of the
shareholders entitled to notice of and to vote at the annual meeting and any
adjournments or postponements thereof. Only holders of record of the Company's
common stock on the record date are entitled to vote at the meeting.
By Order of the Board of Directors
/s/ Avi Kahana
Avi Kahana, Secretary
Gedera, Israel
November 24, 2003
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
TAT TECHNOLOGIES LTD.
PROXY STATEMENT
INTRODUCTION
This Proxy Statement and enclosed form of proxy are being furnished
commencing, on or about November 20, 2003, in connection with the solicitation
by the Board of Directors of TAT Technologies Ltd., an Israeli corporation (the
"Company"), of proxies in the enclosed form for use at the Annual General
Meeting of Shareholders (the "Annual Meeting") to be held on December 15, 2003,
and at any adjournments thereof for the purposes set forth in the accompanying
Notice of Annual General Meeting of Shareholders.
Any proxy given pursuant to such solicitation and received prior to
the Annual Meeting will be voted as specified in such proxy. If no instructions
are given, proxies will be voted (i) FOR the election of the nominees for
directors listed herein, (ii) FOR the reappointment of Kost, Forer and Gabbay as
independent auditors for the Company's fiscal year ending December 31, 2003 and
authorizing the Board of Directors to determine their remuneration, and (iii)
FOR the receipt of the auditor's report, the Company's financial statements and
the directors' report on the Company for the fiscal year ended-December 31,
2002.
Any proxy may be revoked by written notice received by the Secretary
of the Company at any time prior to the voting thereof, by submitting a
subsequent proxy or by attending the Annual Meeting and voting in person. In
addition at the Annual Meeting, the Company will distribute to those
shareholders in attendance a copy of the auditor's report with respect to the
Company's financial statements for the fiscal year ended December 31, 2002, as
well as a copy of such financial statements and will present the directors'
report on the Company.
VOTING AT THE MEETING
The Board of Directors has fixed the close of business on November
14, 2003 (the "Record Date"), as the record date for the determination of the
shareholders entitled to notice of and to vote at the annual meeting and any
adjournments or postponements thereof. Only holders of record of the Company's
common stock on the record date are entitled to vote at the meeting.
As of the Record Date, there were 4,536,266 Ordinary Shares
outstanding. Each Ordinary Share entitles the holder thereof to one vote on all
of the proposals to be voted on at the Annual Meeting.
The quorum required for the Annual Meeting consists of at least two
shareholders present in person or by proxy, holding or representing at least
one-third of the total voting rights of the Company. If the Annual Meeting is
adjourned for lack of a quorum it will be adjourned to the same day in the next
succeeding week at the same time and place or at any other time as the Board of
Directors of the Company shall designate and state in a notice to the
shareholders. If at such adjourned meeting a quorum is not present within half
an hour from the time appointed for holding the meeting, two shareholders
present in person or by proxy will constitute a quorum.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Nine directors are to be elected to serve in such office subject to
the provisions of the Company's Articles of Association. Background information
with respect to the Board of Directors' nominees for election all of whom are
incumbent directors, other than Yossi Rosenberg who is a first time director
nominee, appears below.
SHLOMO OSTERSETZER, 75, has served as Chairman of the Board of
Directors of the Company since April 1985. Mr. Ostersetzer has also served as
Chief Executive Officer of the Company since 1990. Mr. Ostersetzer was one of
the founders of TAT Industries in 1968, the Company's controlling shareholder,
and has served in various capacities since 1970, including President, Managing
Director and Chairman of the Board of Directors of TAT Industries. Mr.
Ostersetzer received his M.Sc. in Mechanical Engineering from ETH-Polytechnical
Institute in Zurich, Switzerland.
DOV ZEELIM, 63, has served as Vice Chairman of the Board of Directors
of the Company since April 1985 and has served as President and Chief Operating
Officer since August 2000. In addition, Mr. Zeelim has served in various
managerial capacities of TAT Industries for over 21 years, including Managing
Director, Executive Vice President and Vice Chairman. Mr. Zeelim is licensed as
a C.P.A. in Israel. Mr. Zeelim is the father of Lior Zeelim, a director of the
Company.
ISRAEL OFEN, 54, has served as Executive Vice President since August
2000, Chief Financial Officer since August 1993 and a director of the Company
since April 1985. In addition, Mr. Ofen has served to various other managerial
capacities, including, Managing Director, President and Vice President of
Finance. In addition, Mr. Ofen has served as General Manager of TAT Industries
since August 2000, a member of the board since 1987, and was Vice President of
Finance for ten years. Mr. Ofen is licensed as a C.P.A. in Israel.
MOSHE TACHNAI, 61, has been a director of the Company since 1985. Mr.
Tachnai has served in various capacities with TAT Industries since 1968.
Presently, Mr. Tachnai is a Manager with Memtech Ltd., a company engaged in
electronics and computer systems and a director of Novo Media Ltd., a company
engaged in printing. Mr. Tachnai studied engineering at the Technion, Israel
Institute of Technology, and business management at the Israeli Labor
Productivity Institute.
DR. MEIR DVIR, 72, has served as a director of the Company since
December 1994. Mr. Dvir has served as deputy General Manager of Business
Research and Development and also as General Manager of the Israeli Aircraft
Industries. He is also a director of Elta-Electronics Industries Ltd., Mr. Dvir
received his Ph.D. in exact science (mathematics and physics) from the Hebrew
University in Jerusalem.
YAACOV FISH, 54, has served as a director of the Company since
January 1994. From 1992 to 1997 Mr. Fish served as Managing Director of Magen
Central Pension Fund Ltd. Mr. Fish served as a financial advisor to Shalev
Transportation Cooperative Ltd. from 1990 to 1994. Mr. Fish served as general
comptroller of Egged Ltd. from 1977 to 1990. Mr. Fish received his B.Sc. in
economics from Bar-llan University in Tel Aviv.
YAEL ROSENBERG, 34, has served as a director of the Company since
December 1999 and has served as a director of TAT Industries since November
1996. Mrs. Rosenberg served as a director of T.V.G. Technologies from November
1998 through May 1999. Mrs. Rosenberg is the daughter of Shlomo Ostersetzer, who
is Chairman of the Board of the Company and TAT Industries. She is employed as a
lawyer for the law offices of Meitar, Liquornik, Geva & Co. Mrs. Rosenberg
received her B.A. in law at the Administration and Management College.
LIOR ZEELIM, 35, has served as a director of the Company since
December 1999. Mr. Zeelim is the son of Dov Zeelim, Vice Chairman of the Board
of the Company and TAT Industries and President of TAT Industries. Mr. Zeelim is
a registered stock broker.
YOSSI ROSENBERG, 37, has served as V.P. of Economics of the Company
and a Director of TAT Industries Ltd. since June 2003. Mr. Rosenberg is the
son-in-law of Shlomo Ostersetzer.
INFORMATION REGARDING THE BOARD OF DIRECTORS
All directors hold office until the next annual meeting of
shareholders and the election and qualification of their successors. Officers
are elected by the Board of Directors and serve at the discretion of the Board.
The Board of Directors has authorized an Audit Committee. Approval by
the Audit Committee and the Board is required for such matters as: (i) certain
transactions to which the Company intends to be a party and in which an Office
Holder or certain other parties (including affiliates of the Company or Office
Holder) have a direct or indirect personal interest, (ii) actions or
arrangements which could otherwise be deemed to constitute a breach of fiduciary
duty or the duty of care of an Office Holder to the Company, (iii) arrangements
with directors as to the term of their services, (iv) indemnification of Office
Holder to the Company, (v) certain transactions defined in the Companies
Ordinance as extraordinary transactions (a transaction which is not in the
ordinary course of business or is not at market conditions, or a transaction
which is likely to have a material impact on the profitability, property or
obligations of the Company). Arrangements with directors regarding their service
and, in certain circumstances, the other matters enumerated above, may also
require shareholder approval.
The Audit Committee of the Company is comprised of: Moshe Tachnai,
Meir Dvir and Yaacov Fish.
The Company has adopted a formal written Audit Committee Charter
which is reviewed and reassessed annually.
There are family relationships among certain of our officers and
directors. Dov Zeelim and Lior Zeelim are father and son, respectively, Shlomo
Ostersetzer and Yael Rosenberg are father and daughter, respectively, Yael
Rosenberg and Yossi Rosenberg are husband and wife and Yossi Rosenberg is the
son-in-law of Shlomo Ostersetzer.
EXECUTIVE COMPENSATION
During 2002, the Company paid its officers and directors compensation
in the aggregate amount of $1,651,601 and the Company anticipates that the
aggregate compensation paid to its officers and directors during 2003 will be
approximately $1,700,000. The foregoing includes amounts set aside for or
accrued to provide pension, retirement or similar benefits but does not include
amounts expended by the Company for automobiles made available to its officers,
expenses (including business travel, professional and business association dues
and expenses) reimbursed to officers and other benefits commonly reimbursed and
paid for by companies in Israel.
EMPLOYEE'S NAME SALARIES BONUS OPTION PLAN REALIZATION PLAN
& SOCIAL
BENEFITS
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Shlomo Ostersetzer $240,717 $81,859 250,000 -- 125,000 125,000
Dov Zeelim $261,994 $81,859 350,000 50,000 125,000 175,000
Israel Ofen $169,777 $26,176 200,500 37,500 65,000 98,000
Jacob Danan $175,084 $34,553 20,500 -- -- 20,500
Shraga Katz $122,134 $16,680 27,000 2,000 5,000 20,000
Shaul Menachem $187,692 $35,000 -- -- -- --
Eran Frenkel $73,278 -- -- -- -- --
Yossi Rosenberg $70,583 $2,122 -- -- -- --
Avi Kahana $38,264 $743 -- -- -- --
Moshe Tachnai $6,833 -- 7,500 2,500 -- 5,000
Meir Dvir $6,833 -- 7,500 2,500 -- 5,000
Yaakov Fish $6,833 -- 7,500 2,500 -- 5,000
Yael Rosenberg $6,428 -- -- -- -- --
Lior Zeelim $6,159 -- -- -- -- --
STOCK OPTION PLANS
In June 1994, the Board of Directors of the Company adopted a share
option plan (the "1994 Plan"), pursuant to which 125,000 Ordinary Shares have
been reserved for issuance upon the exercise of options granted under the 1994
Plan. All options granted under the 1994 Plan are granted on the condition that
the grantee remains employed by the Company for at least five years from the
date of grant as an employee, officer or consultant and are granted on a pro
rata basis during that period. In June 1994, the Board of Directors approved the
granting of options under the 1994 Plan at an exercise price of $4.00 per share
as follows: Israel Ofen: 37,500; Dov Zeelim: 50,000; and an aggregate of 37,500
to other directors, employees of the Company and service renderers. In September
1994 the Company's shareholders approved the 1994 Plan and the granting of the
foregoing options. As of the date hereof there were 112,500 options outstanding
pursuant to the 1994 Plan.
In March 1995, the Board of Directors of the Company adopted a share
option plan (the "1995 Plan"), and approved by the Company's shareholders in
August 1995 pursuant to which 400,000 Ordinary Shares have been reserved for
issuance upon the exercise of options granted under the 1995 Plan. In June 1995,
the Board of Directors approved the granting of options under the 1995 Plan at
an exercise price of $4.50 per share as follows: Shlomo Ostersetzer: 125,000;
Dov Zeelim: 125,000; Israel Ofen: 65,000; and an aggregate of 85,000 to other
employees and services providers of the Company. As of the date hereof there
were 352,500 options outstanding pursuant to the 1995 Plan.
In January 1999, the Board of Directors adopted a new share option
plan ("1999 Plan") for which 500,000 Ordinary Shares have been reserved and
granted at an exercise price of $1.625 per share as follows: Shlomo Ostersetzer:
125,000; Dov Zeelim: 175,000; Israel Ofen: 102,500 and an aggregate of 97,500 to
other employees and directors. As of the date hereof there were 470,750 options
outstanding pursuant to the 1999 Plan.
During the fiscal year ended December 31, 2002, no options were
granted to any officers of the Company listed in the executive compensation
table above and 34,750 options were exercised by the executive officers listed
in the executive compensation table above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of November 14, 2003 the number of
Ordinary Shares owned beneficially by: (i) each officer and director and any
person known to the Company to beneficially own more than 10% of the Ordinary
Shares; and (ii) all officers and directors of the Company as a group.
Number of Ordinary Percent of
Name and Address Shares Owned Ordinary Shares
TAT Industries(1) 3,113,409 68.6%
Shlomo Ostersetzer(1)(2)(4) 311,105 5.68%
Dov Zeelim(1)(2) 390,587(3)(4) 7.14%
Israel Ofen(1)(2) 200,500(4) 3.66%
Dvir Meir 7,500 0.13%
Fish Yaakov 7,500 0.13%
Tachnai Moshe 7,500 0.13%
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(1) TAT Industries and each of Messrs. Ostersetzer, Zeelim and Ofen has an
address at P.O. Box 80, Gedera, Israel 70750.
(2) Represents all shares that may be acquired within the next 60 days.
(3) Such number does not include shares beneficially held by TAT Industries.
Mr. Shlomo Ostersetzer, Chairman of the Board of Directors and Chief
Executive Officer of the Company, is the Chairman of the Board of TAT
Industries and owns approximately 43.63% of the equity rights and the
voting rights in TAT Industries as of November 15, 2003. Mr. Dov Zeelim,
President and Vice Chairman of the Board of Directors of the Company, is
the Vice Chairman of TAT Industries and owns approximately 22.0% of the
equity rights and the voting rights in TAT Industries as of November 15,
2003.
(4) Includes Ordinary Shares that the following persons have the right to
acquire upon the exercise of stock options: Shlomo Ostersetzer, 250,000
Ordinary Shares; Dov Zeelim, 350,000 Ordinary Shares; and Israel Ofen,
200,500 Ordinary Shares.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR:
SHLOMO OSTERSETZER, DOV ZEELIM, ISRAEL OFEN, MOSHE TACHNAI, DR. MEIR DVIR,
YAACOV FISH, YAEL ROSENBERG, LIOR ZEELIM AND YOSSI ROSENBERG, TO SERVE AS
DIRECTORS SUBJECT TO THE PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION.
PROPOSAL NO. 2 REAPPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the stockholders, the Board of Directors
appointed Kost, Forer and Gabbay as independent auditors to audit the financial
statements of the Company for the fiscal year ending December 31, 2003. Kost,
Forer and Gabbay has been the Company's independent auditors since 1987.
AUDIT FEES. In connection with the audit of the Company's annual financial
statements for fiscal year 2002, Kost, Forer and Gabbay billed the Company
approximately $60,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES AND ALL OTHER FEES.
The aggregate fees billed by Kost, Forer and Gabbay for professional services
rendered during fiscal year 2002 relating to the review of the Company's tax
returns, audit of the Company's pension plans, consultations on accounting
standards and other miscellaneous services was $60,000.
The Board of Directors has considered whether provision of the services
described above under the caption "Financial Information Systems Design and
Implementation Fees and All Other Fees" is compatible with maintaining the
independent accountants' independence and has determined that such services have
not adversely affected Kost, Forer and Gabbay's independence.
A representative of Kost, Forer and Gabbay is expected to be present at the
Annual Meeting and will have the opportunity to make a statement, and will be
available to respond to appropriate questions from shareholders.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
REAPPOINTMENT OF THE INDEPENDENT AUDITORS.
PROPOSAL NO. 3 RECEIVING THE AUDITOR'S REPORT,
FINANCIAL STATEMENTS AND DIRECTORS' REPORT
The Company will distribute at the Annual Meeting an Annual Report
containing the auditor's report, the Company's financial statements and the
directors' report on the Company for the fiscal year ended December 31, 2002.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RECEIPT OF THE (i) THE AUDITOR'S REPORT, (ii) THE COMPANY'S FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002, and (iii) THE DIRECTORS' REPORT ON
THE COMPANY.
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VOTE REQUIRED
Proposals 1, 2, and 3 to be considered at the Annual Meeting, require
the affirmative vote of a majority of the Ordinary Shares represented at the
Annual Meeting and voting thereon. THE BOARD OF DIRECTORS OF THE COMPANY HAS
UNANIMOUSLY APPROVED, AND RECOMMENDS A VOTE FOR APPROVAL OF, EACH OF THE
FOREGOING PROPOSALS.
PROPOSALS OF SHAREHOLDERS
A shareholder proposal requested to be presented at the Company's
next Annual Meeting of Shareholders must be received by the Company at its
principal executive offices, TAT Technologies Ltd., P.O. Box 80, Gedera 70750,
Israel, no later than August 31, 2004. The Board of Directors will review any
shareholder proposal received in accordance herewith and will determine whether
such proposal is appropriate and satisfies the applicable requirements for
inclusion in the Company's proxy statement for its next Annual Meeting of
Shareholders.
OTHER MATTERS
The Board of Directors does not know of any other business which is
subject for action by the shareholders at the Annual Meeting. However, if any
such matter should properly come before the Annual Meeting, the persons named in
the enclosed proxy intend to vote such proxy in accordance with their judgment.
Copies of the Company's Annual Report on Form 20-F and the notice of
annual meeting of shareholders, proxy statement and proxies, are available upon
written request, without cost, from the Company's principal executive offices at
TAT Technologies Ltd., P.O. Box 80, Gedera 70750 (Attention: Avi Kahana).
Shareholders are urged to complete, sign, date and return the
enclosed proxy promptly in the envelope provided, regardless of whether or not
they expect to attend the Annual Meeting. The prompt return of such proxy or
proxies, as the case may be, will assist the Company in preparing for the Annual
Meeting. Your cooperation is greatly appreciated.
Dated: November 24, 2003
By Order of the Board of Directors
/s/ Avi Kahana
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Avi Kahana, Secretary