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-12
CORPORATION NAME
TAT TECHNOLOGIES LTD.
____________________________________________________________
(Name of Registrant as Specified In Its Charter)
CORPORATION NAME
TAT TECHNOLOGIES LTD.
____________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
TAT TECHNOLOGIES LTD.
P.O. BOX 80
GEDERA 70750, ISRAEL
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 10, 2004
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Special Meeting") of TAT Technologies Ltd. (the "Company") will be held on
Thursday, June 10, 2004 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 matter:
1. To elect two independent directors to serve in such office
subject to the provisions of the Company's Articles of Association.
A shareholder who wishes to vote at the Special Meeting by proxy must
complete, sign and date the enclosed proxy and return it in the enclosed
envelope or fax the same to American Stock Transfer at (718) 921-8336, in either
case for receipt by no later than 3:00 PM Eastern Standard Time on Tuesday,
June 8, 2004.
A quorum required for the Special 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 Special Meeting, a quorum is not
present, the Special 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 resolution proposed to be adopted
at the Special Meeting.
The Board of Directors has fixed the close of business on May 21, 2004
(the "Record Date"), as the record date for the determination of the
shareholders entitled to notice of and to vote at the Special Meeting and any
adjournments or postponements thereof. Only holders of record of the Company's
ordinary shares 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
May 24, 2004
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 May 24, 2004, 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 Special Meeting of
Shareholders (the "Special Meeting") to be held on June 10, 2004, and at any
adjournments thereof for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders.
Any proxy given pursuant to such solicitation and received prior to the
Special Meeting will be voted as specified in such proxy. If no instructions are
given, proxies will be voted FOR the election of the nominees for directors
listed herein.
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 Special Meeting and voting in person.
VOTING AT THE MEETING
The Board of Directors has fixed the close of business on May 21, 2004
(the "Record Date"), as the record date for the determination of the
shareholders entitled to notice of and to vote at the Special Meeting and any
adjournments or postponements thereof. Only holders of record of the Company's
ordinary shares on the record date are entitled to vote at the meeting.
As of the Record Date, there were 4,663,381 Ordinary Shares
outstanding. Each Ordinary Share entitles the holder thereof to one vote on all
of the proposals to be voted on at the Special Meeting.
The quorum required for the Special 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 Special 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.
This resolution to be voted at the Special Meeting requires that the
majority of shareholders voting in favor thereof include (1) at least one-third
of the votes of the non-controlling shareholders represented at the Special
Meeting in person or by proxy, entitled to vote thereon and voting thereon; (2)
the total votes of non-interested shareholders against the resolution are not in
excess of one percent of the Company's voting rights.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Two new independent 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
(Michael Shevi and Rami Daniel), who are first time director nominees, appears
below.
MICHAEL SHEVI, 68, has served as Managing Director of Cham Foods since
1973. Currently, Mr. Shevi is a director in Cham Foods (Israel) Ltd. Mr. Shevi
is licensed as a Certified Public Accountant in the State of Israel.
RAMI DANIEL, 38, has served as V.P. of Finance of Ganden Real Estate
since 2001. Mr. Daniel is licensed as a C.P.A. in Israel and received his B.S.C.
in Israel in 1997.
INFORMATION REGARDING THE BOARD OF DIRECTORS
All directors hold office until the next Special 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 2003, the Company paid its officers and directors
compensation in the aggregate amount of $1,996,202 and the Company anticipates
that the aggregate compensation paid to its officers and directors during 2004
will be approximately $2,100,000. 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
--------------- ---------- ----- ----------- ----------------
Shlomo Ostersetzer $246,625 $118,707 250,000 -- 125,000 125,000
Dov Zeelim $247,637 $118,707 350,000 50,000 125,000 175,000
Israel Ofen $331,981 $26,271 142,635 10,135 34,500 98,000
Jacob Danan $152,664 $47,241 -- -- -- --
Shraga Katz $151,834 -- 10,000 -- -- --
Shaul Menachem $240,538 $60,000 -- -- -- --
Eran Frenkel $73,278 -- -- -- -- --
Yossi Rosenberg $99,336 $3,311 -- -- -- --
Avi Kahana $42,107 $1,325 -- -- -- --
Moshe Tachnai $7,147 -- 7,500 2,500 -- 5,000
Meir Dvir $7,248 -- 7,500 2,500 -- 5,000
Yaakov Fish $6,959 -- 7,500 2,500 -- 5,000
Yael Rosenberg $6,673 -- -- -- -- --
Lior Zeelim $6,673 -- -- -- -- --
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 71,135 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 302,000 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 425,500 options
outstanding pursuant to the 1999 Plan.
During the fiscal year ended December 31, 2003, no options were granted
to any officers of the Company listed in the executive compensation table above
and 130,115 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 May 21, 2004 the number of
Ordinary Shares owned beneficially by: (i) each officer, director, director
nominees and any person known to the Company to beneficially own more than 5%
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%
Yael Rosenberg -- --
Lion Zeelim -- --
Yossi Rosenberg -- --
Michael Shevi (nominee) -- --
Rami Daniel (nominee) -- --
All officers, director nominees and
directors as a group (11 persons) 924,692 16.92%
======= ======
<FN>
- ----------
(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 May 21, 2004. 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 May 21, 2004.
(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.
</FN>
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR:
MICHAEL SHEVI AND RAMI DANIEL TO SERVE AS DIRECTORS SUBJECT TO THE PROVISIONS OF
THE COMPANY'S ARTICLES OF ASSOCIATION.
***************************
VOTE REQUIRED
Proposal 1 to be considered at the Special Meeting, requires the
affirmative vote of the majority of shareholders present in person or by proxy
and entitled to vote thereon; in addition, approval of the proposal requires;
(1) the affirmative vote of no less than one-third of the votes of the
non-controlling shareholders represented at the meeting, and (2) that the total
votes of non-interested shareholders against the resolution are not in excess of
one percent of the Company's voting rights. THE BOARD OF DIRECTORS OF THE
COMPANY HAS UNANIMOUSLY APPROVED, AND RECOMMENDS A VOTE FOR APPROVAL 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 Special Meeting. However, if any
such matter should properly come before the Special Meeting, the persons named
in the enclosed proxy intend to vote such proxy in accordance with their
judgment.
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 Special Meeting. The prompt return of such proxy or
proxies, as the case may be, will assist the Company in preparing for the
Special Meeting. Your cooperation is greatly appreciated.
Dated: May 24, 2004
By Order of the Board of Directors
/s/ Avi Kahana
Avi Kahana, Secretary
TAT TECHNOLOGIES LTD.
SPECIAL MEETING OF SHAREHOLDERS--JUNE 10, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Avi Kahana, with full power of substitution,
proxy to vote all of the Ordinary shares of the undersigned and with all of the
powers the undersigned would possess if personally present, at the Special
Meeting of Shareholders of TAT Technologies, Inc. (the "Company"), to be held at
the Company's principal executive offices located at Park Re'em Industrial Zone,
Bnei Ayish, Israel, on June 10, 2004 at 2:00 p.m. Israel time and at all
adjournments thereof, upon the matters specified below, all as more fully
described in the Proxy Statement dated May 24, 2004 and with the discretionary
powers upon all other matters which come before the meeting or any adjournment
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF TAT TECHNOLOGIES, LTD.'S BOARD OF
DIRECTORS.
1. To elect two (2) independent directors to serve until the Company's
next Annual Meeting of Shareholders.
MICHAEL SHEVI
RAMI DANIEL
|_| FOR ALL NOMINEES |_| WITHHELD FOR ALL NOMINEES
INSTRUCTION: To withhold authority to vote for any individual, write
that nominee's name in the space provided below:
__________________________________________________________________
2. In their discretion, upon such other matter or matters that may
properly come before the meeting, or any adjournments thereof.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
(CONTINUED FROM OTHER SIDE)
Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSAL
1.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Meeting and Proxy Statement and hereby revokes any proxy or proxies
heretofore given.
Please mark, date, sign and mail your proxy promptly in the envelope provided.
Date: , 2004
--------------------------------
(Print name of Shareholder)
(Print name of Shareholder)
Signature
Signature
Number of shares
Note: Please sign exactly as name
appears in the Company's records. Joint
owners should each sign. When signing as
attorney, executor or trustee, please
give title as such.
PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.