SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) - March 15, 2000
ELECTRIC FUEL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-23336 95-4302784
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(Commission File Number) (IRS Employer Identification No.)
120 Wood Avenue South, Suite 300, Iselin, New Jersey 08830
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(Address of principal executive offices)(Zip Code)
(732) 635-7100
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(Registrant's telephone number, including area code)
This is page 1 of __ pages (including Exhibits)
Exhibit Index appears on page __.
ITEM 5. OTHER ITEMS
On March 15, 2000, Electric Fuel Corporation (the "Company") entered into a
Share and Assets Purchase Agreement (the "MERGER AGREEMENT") with Tadiran
Limited, Tadiran Batteries Limited and Tadiran Electric Industries. Pursuant to
the Merger Agreement, the Company will acquire Tadiran Batteries Ltd., a
subsidiary of Koor Industries Limited ("KOOR") for $40,000,000 in the Company's
Common Stock, which equals 2,335,767 shares, valued at $17.125 per share, and
was the price on March 8, 2000, when the parties reached this agreement in
principle (the "PURCHASED SHARES"), subject to adjustment as set forth below.
The number of total shares of the Company's Common Stock to be issued for
Tadiran Batteries Ltd. is subject to upward adjustment if the average closing
price of the Company's Common Stock on the Nasdaq National Market over the 30
days immediately preceding the first anniversary of the closing date of the
Merger Agreement falls below $17.125, subject to a maximum of 583,941 shares to
be issued. If less than 583,941 shares are so issued, Tadiran Limited will have
an option to purchase, at a price of $20.55 per share, up to such number of
shares of Common Stock representing the difference between (a) 583,941
multiplied by a fraction, the numerator of which is 2,335,767 minus the number
of all shares of Common Stock sold by Tadiran Limited until the first
anniversary of the closing and the denominator of which is 2,335,767, and (b)
the number of shares of Common Stock the Company is obligated to issue in
satisfaction of its obligations under the acquisition adjustment provisions.
Concurrently with the Merger Agreement, the Company entered into a Stock
Purchase Agreement (THE "PURCHASE AGREEMENT") with Koor pursuant to which Koor
will acquire 613,139 shares of the Company's Common Stock, at $17.125 per share,
for a total cash investment of $10,500,000. If, within the 90 days immediately
following the closing date of the Purchase Agreement, the Company issues Common
Stock or securities convertible into Common Stock at a price per share below
$17.125, other than to its employees and consultants under its stock option
plan, then the Company will issue to Koor in accordance with the Purchase
Agreement either additional Common Stock or, at Koor's discretion, warrants to
purchase two times the number of Common Stock that the Company otherwise would
be obligated to so issue.
The closing of the Merger Agreement is subject to certain customary closing
conditions and waiting periods, including, without limitation, the receipt of
the required corporate approval of Tadiran Limited and Tadiran Batteries, the
receipt of the approval of the applicable Israeli governmental authorities, the
receipt of the approval of the Israeli Restrictive Trade Practices Authority,
the closing of the investment by Koor under the Purchase Agreement and the
receipt of a tax ruling of the Israeli Revenue Authority. The closing is
expected to occur on April 15, 2000, or such later date as mutually agreed upon
by the parties.
In connection with the Merger Agreement and Purchase Agreement, the Company
has entered into a Registration Rights Agreement with Koor and Tadiran Limited
pursuant to which it agrees to provide them certain registration rights.
The Company also has entered into a Voting Rights Agreement (the "VOTING
AGREEMENT") with Robert S. Ehrlich and Yehuda Harats, respectively, the
Company's chairman and chief executive officer, Koor, and Tadiran Limited.
Under the Agreement, each of Robert S. Ehrlich and Yehuda Harats shall vote all
Common Stock or other voting securities of the Company over which they have
control, and take other necessary or desirable actions within their control, so
that Jonathan Kolber shall serve as a member of the Company's Board of
Directors. The Agreement also provides that each of Koor and Tadiran Limited
shall take all such actions with respect to their Common Stock or other voting
securities of the Company over which they have control so that each of Robert S.
Ehrlich and Yehuda Harats shall serve as members of the Company's Board of
Directors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. A list of exhibits is given in the Exhibit Index that precedes
-------- the exhibits filed with this report.
SIGNATURE
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
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(Registrant)
Date: March 24, 2000 By: /s/ Robert S. Ehrlich
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Robert S. Ehrlich
Chairman of the Board and
Chief Financial Officer
EXHIBIT INDEX
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The following exhibit is filed with the Current Report on Form 8-K.
Exhibit No. Description
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99.1 Press Release dated March 15, 2000 of Electric Fuel Corporation.