SECURITIES AND EXHANGE 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) January 10, 2000
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Electric Fuel Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23336 95-4302784
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(State or Other Jurisdiction (Commission (IRS Employer
or Incorporation) File Number) Identification No.)
885 Third Avenue, Suite 2900, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 829-5536
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
Pursuant to a Common Stock Purchase Agreement dated January 5, 2000, by and
between Electric Fuel and a group of private investors, and subject to certain
conditions and limitations contained in the Agreement, on January 10, 2000 we
issued 385,000 shares of our Common Stock, $.01 par value per share, at a price
of $2.50 per share, for a total purchase price of $962,500. The shares were
issued in a private placement under the Securities Act of 1933, as amended, in
reliance on the exemption therefrom provided by Section 4 (2) of the Securities
Act. We will use the $914,375 in net proceeds of this offering for working
capital purposes, including intensifying our marketing and sales efforts.
Following the private placement, Electric Fuel has 17,538,387 shares of
Common Stock outstanding, compared to 17,153,387 shares before the offering
(giving effect to the exercise of warrants to purchase 1,425,000 shares of
common stock issued in December 1999). The average closing price on the Nasdaq
National Market for Electric Fuel Common Stock for the 20 days preceding the
date of the purchase agreement was $2.49 per share.
Pursuant to an Escrow Agreement and the terms of the Purchase Agreement,
the shares we issued and the proceeds of the offering were deposited in an
interest-bearing escrow account. The funds in the escrow account will be
released to us and the securities will be released to the purchasers when a
resale registration statement for the securities on Form S-3 is declared
effective by the Securities and Exchange Commission. We undertook to file this
registration statement promptly after the deposit of the full purchase price in
the escrow account. In the event that the Form S-3 is not declared effective by
April 30, 2000, the purchasers will have the right to have the escrow agent
return the shares to us and release the funds in the account to the purchasers.
Pursuant to the terms of the Purchase Agreement, the purchasers agreed that
until January 10, 2005, neither they nor any of their 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), will: (a) solicit proxies with respect to any capital stock or
other voting securities of Electric Fuel under any circumstances, or become a
"participant" in any "election contest" relating to the election of directors of
Electric Fuel (as such terms are used in Rule 14a-11 of Regulation 14A of the
Exchange Act); or (b) make an offer for the acquisition of substantially all of
the assets or capital stock of Electric Fuel or induce or assist any other
person to make such an offer; or (c) 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 Electric Fuel for the purpose of accomplishing the
actions referred to in clauses (a) and (b) above.
The foregoing description of the Purchase Agreement is qualified in its
entirety by reference to the agreement itself. A copy of the Purchase Agreement
is attached to this report as Exhibit 4a, and is 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.
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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
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Robert S. Ehrlich
Chairman and Chief Financial Officer
Date: January 24, 2000
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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 Common Stock Purchase Agreement 6
between Electric Fuel Corporation
and the Purchasers listed on
Exhibit A thereto, dated
January 5, 2000.