As filed with the Securities and Exchange Commission on November 15, 2000
Registration No. 333-____________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
CAMTEK LTD.
(Exact name of Registrant as specified in its charter)
ISRAEL NOT APPLICABLE
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
INDUSTRIAL ZONE
P.O. BOX 631
MIGDAL HAEMEK
ISRAEL 10556
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
-------------------
EMPLOYEE SHARE OPTION PLAN - ISRAEL
INCENTIVE STOCK OPTION PLAN - U.S.
EMPLOYEE SHARE OPTION PLAN - EUROPE
(Full title of the Plans)
-------------------
CAMTEK USA, INC.
468 INDUSTRIAL WAY WEST
EATONTOWN, NJ 07724
(Name and address of agent for service)
(908) 542-7711
(Telephone number, including area code, of agent for service)
-----------------------------
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
ERNEST S. WECHSLER
BROBECK, PHLEGER & HARRISON LLP
1633 BROADWAY, 47TH FLOOR
NEW YORK, NEW YORK 10019
(212) 237-2572
FACSIMILE: (212) 586-7878
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Proposed
Amount to be Maximum Offering Maximum Aggregate Amount of
Title of Securities to be Registered Registered Price per Share Offering Price Registration Fee
------------------------------------ ------------- ----------------- ----------------- ------------------
Ordinary Shares, NIS 0.01 par value 1,473,128 shares(1) $3.19(1)(2) $4,699,278.30(3) $1,241(3)
==================================================================================================================================
(1) 1,273,128 Ordinary Shares to be registered under the Employee
Share Option Plan - Israel and the Employee Share Option Plan - Europe, and
200,000 Ordinary Shares to be registered under the Incentive Stock Option
Plan - U.S.
(2) This Registration Statement shall also cover any additional
Ordinary Shares which become issuable under the Registrant's Employee Share
Option Plan - Israel, Incentive Stock Option Plan - U.S. and Employee Share
Option Plan - Europe by reason of any share dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of the
Registrant's Ordinary Shares.
(3) The price per share is estimated in accordance with Rule 457(h)
under the Securities Act of 1933, as amended, solely for the purposes of
calculating the registration fee and is the weighted average exercise price of
the options issued under the Company's Option Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein
by reference:
(a) The Registrant's Registration Statement No. 333-12292 on
Form F-1 filed with the Commission on July 14, 2000, as amended on
Form F-1 and filed with the Commission on July 21, 2000, July 25, 2000
and July 28, 2000 (the "F-1 Registration Statement");
(b) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), as amended since July 31, 2000; and
(c) The description of the Registrant's Ordinary Shares
contained in the Registrant's Registration Statement on Form 8-A filed
pursuant to Section 12(g) of the Exchange Act on July 21, 2000.
In addition to the foregoing, all documents subsequently
iled by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein modifies
of supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Articles of Association provide that,
subject to the provisions of the Israeli Companies Law - 1999 (the "Law"), the
Registrant may:
(1) Obtain insurance for its office holders for
liability for an act performed in such officer's
capacity as an office holder with respect to:
o A violation of the duty care to the
Registrant or to another person;
o A breach of fiduciary duty, provided that
the officer acted in good faith and had
reasonable grounds to assume that the act
would not cause the Registrant harm; and
o A monetary liability imposed on such
officer for the benefit of another person.
(2) Undertake to indemnify its officer holders, or
indemnify an office holder retroactively for a
liability imposed or approved by a court and for
reasonable legal fees in an action brought against
the office holder by the Registrant or in criminal
proceedings in which
II-1
the office holder is acquitted or an offense that
does not require proof of criminal intent. An
undertaking to indemnify an office holder must be
limited to categories of events that can be
reasonably foreseen and up to a reasonable amount
under the circumstances.
Under the Law, the Registrant may not insure,
indemnify or exempt an office holder for a violation of the
duty of care (1) if the act was committed recklessly or with
intent; (2) if the act was committed with the intent to
realize illegal personal gain; or (3) for any fine imposed on
him or for breach of fiduciary duty, except as provided
above.
The Registrant may exempt, in advance, an office
holder from all or part of such officer's responsibility for
damages occurring as a result of a breach of the duty of
care. The Registrant may also approve an action taken by the
office holder performed in breach of fiduciary duty, if the
office holder acted in good faith, the action does not
adversely affect the Registrant, and the office holder has
revealed to the Registrant's board of directors any personal
interest in the action.
The Registrant has procured insurance for its office
holders in accordance with its Articles of Association; and
has adopted the necessary resolutions both to exempt them in
advance from any liability for damages arising from a breach
of their duty of care to the Registrant, and to provide them
with indemnification undertakings in accordance with the
Registrant's Articles of Association. The Registrant is
currently in the process of providing its office holders
with the above indemnification undertaking.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.0 Instruments Defining the Rights of Stockholders. Reference is
made to the Registrant's Registration Statement No. 000-30664
on Form 8-A, together with the exhibits thereto, which are
incorporated by reference herein pursuant to Item 3(c) to
this Registration Statement.
5.0 Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.
10.1 Employee Share Option Plan - Israel.
10.2 Incentive Stock Option Plan - U.S.
10.3 Employee Share Option Plan - Europe.
23.1 Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co.
(contained in their opinion constituting Exhibit 5.0).
23.2 Consent of Richard A. Eisner & Company, LLP and Goldstein
Sabo & Tevet.
24.1 Power of Attorney (included in signature page)
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus of any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
II-2
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment of any of the securities being registered which
remain unsold at the termination of the offering; under the
Registrant's Employee Share Option Plan - Israel, Incentive
Stock Option Plan - U.S. and Employee Share Option Plan -
Europe.
(b) The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person of the Registrant in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tel Aviv, Israel on this
15th day of November, 2000.
CAMTEK LTD.
By: /s/ RAFI AMIT
-----------------------
Rafi Amit
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below, does hereby
constitute and appoint Rafi Amit and Yotam Stern and each of them acting alone,
the lawful attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them acting alone, determine may be
necessary or advisable or required to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all instruments
or documents filed as part of or in conjunction with this Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that any or all said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ RAFI AMIT Chief Executive Officer November 15, 2000
- -------------------------
Rafi Amit (Principal Executive Officer)
/s/ YOTAM STERN Chief Financial Officer November 15, 2000
- -------------------------
Yotam Stern (Principal Accounting Officer)
/s/ MEIR BEN-SHOSHAN Director November 15, 2000
- -------------------------
Meir Ben-Shoshan
/s/ HAIM HOROWITZ Director November 15, 2000
- -------------------------
Haim Horowitz
II-4
/s/ DROR HURWITZ Director November 15, 2000
- -------------------------
Dror Hurwitz
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
CAMTEK USA, INC.
468 INDUSTRIAL WAY WEST
EATONTOWN, NJ 07724
/s/ YOTAM STERN Director November 15, 2000
- ---------------------------
Yotam Stern
II-5
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
- -------------- -------
4.0 Instruments Defining the Rights of Stockholders. Reference is
made to the Registrant's Registration Statement No. 000-30664
on Form 8-A, together with the exhibits thereto, which are
incorporated by reference herein pursuant to Item 3(c) to
this Registration Statement.
5.0 Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.
10.1 Employee Share Option Plan - Israel.
10.2 Incentive Stock Option Plan - U.S.
10.3 Employee Share Option Plan - Europe.
23.1 Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co.
(contained in their opinion constituting Exhibit 5.0).
23.2 Consent of Richard A. Eisner & Company, LLP and Goldstein
Sabo & Tevet.
24.1 Power of Attorney (included in signature page)