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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 21, 2001 (September
17, 2001)
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.)
632 Broadway, Suite 301, New York, New York 10012
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 529-9200
(Former name or former address, if changed since last report)
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Page 1 of 16 Pages
Exhibit Index appears on Page 4
Item 5. Other Events
(a) In order to furnish certain exhibits for incorporation by reference
into our Registration Statement on Form S-3 previously filed with the Securities
and Exchange Commission (File No. 333-63514), which Registration Statement was
declared effective by the Commission on July 20, 2001, and which Registration
Statement contains our prospectus dated July 20, 2001, as supplemented by our
prospectus supplement dated September 17, 2001, we are filing the opinion of
Harris Beach LLP as Exhibit 5.1 to the Registration Statement.
The opinion of Harris Beach LLP filed as Exhibit 5.1 herewith relates to
the validity of 346,212 shares of Common Stock sold by us pursuant to the
prospectus supplement dated September 17, 2001.
(b) Pursuant to the terms of a Securities Purchase Agreement dated as of
October 25, 2001, by and between Electric Fuel Corporation and Orsay Services
Inc.("Orsay"), on November 21, 2001 we will issue and sell to Orsay, for an
aggregate purchase price of $2,000,000, 1,503,759 shares of our common stock,
$.01 par value per share, at a purchase price per share of $1.48, less a
discount of 10%. The purchase price was based on the average of the "Closing
Prices" of our common stock (defined as the average of the closing bid price and
the offer price of our common stock on such trading day on the Nasdaq National
Market (as reported by Bloomberg L.P.) for the close of regular session trading
for such trading day) from and including October 23, 2001 to and including
November 19, 2001.
The shares had previously been registered with the Securities and Exchange
Commission in a registration statement on Form S-3, SEC File No. 333-63514. We
will use the $1,990,000 in net proceeds of this offering, after deducting
estimated offering expenses of $10,000 payable by us, for working capital
purposes.
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 is attached to this report as Exhibit 4.1, and is
incorporated herein by reference.
In order to furnish certain exhibits for incorporation by reference into
our Registration Statement on Form S-3 previously filed with the Securities and
Exchange Commission (File No. 333-63514), which Registration Statement was
declared effective by the Commission on July 20, 2001, and which Registration
Statement contains our prospectus dated July 20, 2001, as supplemented by our
prospectus supplement dated November 21, 2001, we are filing the opinion of
Harris Beach LLP as Exhibit 5.2 to the Registration Statement.
The opinion of Harris Beach LLP filed as Exhibit 5.2 herewith relates to
the validity of the shares of Common Stock to be sold by us pursuant to the
prospectus supplement dated November 21, 2001.
Following the two offerings described above, Electric Fuel had 27,510,205
shares of common stock outstanding, compared to 25,660,234 shares before the
offerings.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit
Number Description
- ------ -----------
4.1 Securities Purchase Agreement dated as of October 25, 2001
5.1 Legal Opinion of Harris Beach LLP
5.2 Legal Opinion of Harris Beach LLP
23.1 Consent of Harris Beach LLP (contained in the opinion filed as
Exhibit 5.1)
23.2 Consent of Harris Beach LLP (contained in the opinion filed as
Exhibit 5.2)
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 21, 2001
Page 3
EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit
Number Description
- ------ -----------
4.1 Securities Purchase Agreement dated as of October 25, 2001
5.1 Legal Opinion of Harris Beach LLP
5.2 Legal Opinion of Harris Beach LLP
23.1 Consent of Harris Beach LLP (contained in the opinion filed as
Exhibit 5.1)
23.2 Consent of Harris Beach LLP (contained in the opinion filed as
Exhibit 5.2)