SECURITIES AND EXCHANGE 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) - May 17, 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 22 pages (including Exhibits)
Exhibit Index appears on page 4.
ITEM 5. OTHER ITEMS
On May 17, 2000, we entered into an agreement (the "Purchase Agreement") with
Koor Industries Ltd. ("Koor") pursuant to which Koor agreed to purchase 1
million shares of our common stock at $10 per share, for a total cash investment
of $10 million. Upon the completion of this investment by Koor, also on May 17,
2000, we and Koor agreed, pursuant to a Termination and Release Agreement dated
as of that date, that the agreements previously jointly announced on March 15,
2000 would be canceled and that we would not proceed with the previously
announced investment by Koor or acquisition of Koor's subsidiary Tadiran
Batteries Ltd.
Pursuant to the terms of the Purchase Agreement, if, within six months after
the making of the investment, we sell shares of our common stock or securities
convertible into our common stock (other than to our employees or consultants
pursuant to our stock option plans) at a price below $10 per share, we will
issue to Koor additional shares such that the total number of shares issued to
Koor multiplied by the lower stock price equals $10 million. In addition, with
respect to any portion of the shares still held by Koor at the end of the six-
month period following the investment, if our stock is at that time trading
below $10 per share, we will adjust the number of shares held by Koor in a
similar manner based on the average trading price over the preceding 30 days,
but not to any price lower than $6.75 per share.
In connection with the Purchase Agreement, we also entered into a Registration
Rights Agreement with Koor pursuant to which we have agreed to register the
shares issued to Koor, and Koor has agreed to certain limitations on the resale
of the shares in the six months following the investment.
The foregoing descriptions of the Purchase Agreement, Termination and Release
Agreement, and Registration Rights Agreement are qualified in their entirety by
reference to the agreements themselves, which are attached to this report as
Exhibits 4.1 through 4.3, and which are incorporated herein by reference.
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: May 23, 2000 By: /s/ Robert S. Ehrlich
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Robert S. Ehrlich
Chairman of the Board and
Chief Financial Officer
EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit No. Description
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4.1 Common Stock Purchase Agreement, dated May 17, 2000, between
Electric Fuel Corporation and Koor Industries Ltd.
4.2 Registration Rights Agreement, dated May 17, 2000, between
Electric Fuel Corporation and Koor Industries Ltd.
4.3 Termination and Release Agreement, dated May 17, 2000, among
Electric Fuel Corporation, Tadiran Limited, Tadiran Batteries
Limited, Tadiran Electric Industries Corporation, Koor Industries
Ltd. , Robert S. Ehrlich and Yehuda Harats.