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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 17, 2000
ELECTRIC FUEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-23336 95-4302784
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
120 Wood Avenue South, Suite 300, Iselin, New Jersey 08830
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (732) 635-7100
885 Third Avenue, Suite 2900, New York, New York 10022
(Former name or former address, if changed since last report)
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Page 1 of 100 Pages
Exhibit Index appears on Page 5
Item 5. Other Events
Pursuant to the terms of a Securities Purchase Agreement dated as of
November 17, 2000, by and between Electric Fuel and Capital Ventures
International ("Capital Ventures"), on November 17, 2000 we issued and sold to
Capital Ventures, for an aggregate purchase price of $8,375,000: (i) 1,000,000
shares of our common stock, $.01 par value per share; (ii) a Series A Warrant to
purchase 666,667 shares of our common stock at any time prior to November 17,
2005 at a price of $12.56 per share; and (iii) a Series B Warrant to purchase
333,333 shares of our common stock at any time prior to August 17, 2001 at a
price of $11.31 per share. The Series B Warrant has a mandatory exercise
provision that allows the Company to require Capital Ventures to exercise the
Series B Warrant in full if we complete primary offering with gross proceeds of
at least $35,000,000 at a time when our stock is trading above a certain price.
The shares and the warrants have been registered with the Securities and
Exchange Commission in a registration statement on Form S-3, SEC File No.
333-49628. We will use the $7,746,875 in net proceeds of this offering, before
deducting estimated offering expenses of $100,000 payable by us, for working
capital purposes, including intensifying our marketing and sales efforts.
Following the offering, Electric Fuel has 21,296,032 shares of common
stock outstanding, compared to 20,296,032 shares before the offering.
Under the terms of the Agreement, for 180 days following the Closing Date,
we will not, without the consent of Capital Ventures, engage in any equity
financing involving equity of equity-linked securities having common stock
registration rights and/or public resale rights within one year after the
closing of such transaction, except for an underwritten public offering,
exercises or conversions of outstanding options or convertible securities,
grants of options or other securities under our stock option or bonus plans, or
issuances of securities as consideration in a merger, consolidation or
acquisition of assets, or in connection with any strategic partnership or joint
venture (the primary purpose of which is not to raise equity capital).
Additionally, until November 17, 2001, Capital Ventures has the option to
participate in any such equity financing on the same terms as the investor
therein. In addition, for 180 days following the offering and 180 days following
the mandatory exercise of the Series B Warrant, we will not issue any other
securities subject to the registration statement on Form S-3 referred to above
without first offering such securities to Capital Ventures.
The Agreement also restricts Capital Ventures from selling, during any 45
trading day period, more than 9.99% of the least number of shares of common
stock issued and outstanding during such 45 trading day period. The warrants
restrict the holder from exercising, and us from forcing the holder to exercise,
a warrant to the extent that the holder would beneficially own more than 4.99%
of our common stock.
The foregoing description of the Securities Purchase Agreement is qualified
in its entirety by reference to the agreement itself. A copy of the Securities
Purchase Agreement (including the forms of Stock Purchase Warrant attached as
exhibits thereto) is attached to this report as Exhibits 4a, 4b, 4c, and is
incorporated herein by reference.
In connection with the offering to Capital Ventures, we also issued
warrants to purchase 150,000 shares of our common stock to Josephthal & Co.,
Inc, who acted as our placement agent. A copy of the Josephthal warrants are
attached to the report as Exhibits 4d and 4e, and are incorporated herein by
reference. The warrants issued to Josephthal and the shares issuable upon the
exercise of those warrants have also been registered with the Securities and
Exchange Commission in the registration statement on Form S-3, SEC File No.
333-49628.
Page 2
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.
Page 3
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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Name: Robert S. Ehrlich
Title: Chairman of the Board and Chief
Financial Officer
Dated: November 17, 2000
Page 4
EXHIBIT INDEX
The following exhibits are filed with this Current Report on Form 8-K.
Exhibit No. Description Sequential Page
Number
4a Securities Purchase Agreement 6
between Electric Fuel
Corporation and Capital
Ventures International dated
November 17, 2000.
4b Series A Stock Purchase Warrant 31
issued to Capital Ventures
International
4c Series B Stock Purchase Warrant 48
issued to Capital Ventures
International
4d Electric Fuel Corporation Stock Purchase 68
Warrant issued to Josephthal & Co., Inc.
4e Stock Purchase Warrant issued 85
to Josephthal & Co., Inc.
99 Form of Press Release regarding the 99
Securities Purchase Agreement
between Electric Fuel
Corporation and Capital
Ventures International.