As filed with the Securities and Exchange Commission on May 11, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CAMTEK LTD.
(Exact name of Registrant as specified in its charter)
Israel Not Applicable
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
Industrial Zone
P.O. Box 631
Migdal Haemek
Israel 10556
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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EMPLOYEE SHARE OPTION PLAN - ISRAEL
SUBSIDIARY EMPLOYEE OPTION PLAN
EMPLOYEE SHARE OPTION PLAN - EUROPE
EXECUTIVE SHARE OPTION PLAN
(Full title of the Plans)
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-------------------
Roy Porat
President
Camtek USA, Inc.
468 Industrial Way West
Eatontown, NJ 07724
(Name and address of agent for service)
(908) 542-7711
(Telephone number, including area code, of agent for service)
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Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Ernest S. Wechsler
Brobeck, Phleger & Harrison LLP
1633 Broadway, 47th Floor
New York, New York 10019
(212) 237-2572
Facsimile: (212) 586-7878
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to be Maximum Offering Maximum Aggregate Amount of
Title of Securities to be Registered Registered Price per Share Offering Price Registration Fee
- -------------------------------------- ----------------- ---------------- ----------------- ----------------
Ordinary Shares, NIS 0.01 par value(1) 200,000 shares(2) $4.62(3) $924,000(3) $250
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(1) 200,000 Ordinary Shares to be registered under the Registrant's
Employee Share Option Plan - Israel, Subsidiary Employee Option Plan, Employee
Share Option Plan - Europe and Executive Share Option Plan.
(2) This Registration Statement shall also cover any additional Ordinary
Shares which become issuable under the Registrant's Employee Share Option Plan -
Israel, Subsidiary Employee Option Plan Employee Share Option Plan - Europe and
Executive Share Option Plan by reason of any share dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of the
Registrant's Ordinary Shares.
(3) The price per share is estimated in accordance with Rule 457(h) under
the Securities Act of 1933, as amended, solely for the purposes of calculating
the registration fee on the basis of the average of the high and low selling
prices per share of the Registrant's Ordinary Shares on May 4, 2001, as reported
by the Nasdaq National Market.
PART II
Information Required in the Registration Statement
On November 15, 2000, Camtek Ltd. (the "Registrant") filed with the
Securities and Exchange Commission (the "Commission") a Registration Statement
on Form S-8 (File No. 333-49982) relating to 1,473,128 Ordinary Shares to be
offered and sold under the Employee Share Option Plan - Israel, the Subsidiary
Employee Option Plan (formerly known as the Incentive Stock Option Plan - U.S.)
and the Employee Share Option Plan - Europe. This Registration Statement relates
to an additional 200,000 Ordinary Shares that may be issued under any of the
plans, including the Executive Share Option Plan, and also serves as a
post-effective amendment to the prior Registration Statement with respect to the
Subsidiary Employee Option Plan. The contents of the prior Registration
Statement are incorporated in this Registration Statement by reference.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission
are incorporated herein by reference:
(a) The Registrant's prospectus filed with the Commission pursuant
to Rule 424(b)(3) under the Securities Act of 1933, as amended (the
"Act"), on August 14, 2000, in connection with the Registrant's
Registration Statement No. 333-12292 on Form F-1;
(b) The Registrant's Reports of Foreign Issuer on Form 6-K filed
with the SEC on July 31, 2000, August 15, 2000, August 24, 2000 and
November 8, 2000, respectively; and
(c) The description of the Registrant's Ordinary Shares contained in
the Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Exchange Act on July 21, 2000.
In addition to the foregoing, all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Registrant's Articles of Association provide that, subject to
the provisions of the Israeli Companies Law - 1999 (the "Law"), the Registrant
may:
(1) Obtain insurance for its office holders for liability for an
act performed in such officer's capacity as an office holder
with respect to:
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a. A violation of the duty of care to the Registrant or to
another person;
b. A breach of fiduciary duty, provided that the officer
acted in good faith and had reasonable grounds to assume
that the act would not cause the Registrant harm; and
c. A monetary liability imposed on such officer for the
benefit of another person.
(2) Undertake to indemnify its office holders, or indemnify an
office holder retroactively for a liability imposed or
approved by a court and for reasonable legal fees in an action
brought against the office holder by the Registrant or in
criminal proceedings in which the office holder is acquitted
of an offense that does not require proof of criminal intent.
An undertaking to indemnify an office holder must be limited
to categories of events that can be reasonably foreseen and to
a reasonable amount under the circumstances.
Under the Law, the Registrant may not insure, indemnify or
exempt an office holder for a violation of the duty of care (1) if
the act was committed recklessly or with intent; (2) if the act was
committed with the intent to realize illegal personal gain; or (3)
for any fine imposed on him or for breach of fiduciary duty, except
as provided above.
The Registrant may exempt, in advance, an office holder from
all or part of such officer's responsibility for damages occurring
as a result of a breach of the duty of care. The Registrant may also
approve an action taken by the office holder performed in breach of
fiduciary duty, if the office holder acted in good faith, the action
does not adversely affect the Registrant, and the office holder has
revealed to the Registrant's board of directors any personal
interest in the action.
The Registrant has procured insurance for its office holders
in accordance with its Articles of Association; and has adopted the
necessary resolutions both to exempt them in advance from any
liability for damages arising from a breach of their duty of care to
the Registrant, and to provide them with indemnification
undertakings in accordance with the Registrant's Articles of
Association.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.0 Instruments Defining the Rights of Stockholders. Reference is made
to the Registrant's Registration Statement No. 000-30664 on Form
8-A, together with the exhibits thereto, which are incorporated by
reference herein pursuant to Item 3(c) to this Registration
Statement.
5.0 Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.
10.1 Employee Share Option Plan - Israel.*
10.2 Subsidiary Employee Option Plan.**
10.3 Employee Share Option Plan - Europe.*
10.4 Executive Share Option Plan.
23.1 Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. is contained
in Exhibit 5.0.
23.2 Consent of Richard A. Eisner & Company, LLP and Goldstein Sabo &
Tevet.
24.1 Power of Attorney (included in signature page).
* Previously filed with the SEC in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission
on November 15, 2000.
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** Previously filed as the Incentive Stock Option Plan - U.S. in connection
with the filing of the Registrant's Registration Statement on Form S-8
filed with the Commission on November 15, 2000, and filed as Exhibit 10.2
as amended.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering under the Registrant's Employee
Share Option Plan - Israel, Subsidiary Employee Option Plan,
Employee Share Option Plan - Europe and Executive Share Option Plan.
(b) The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
of the Registrant in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tel Aviv, Israel on this 7th day of
May, 2001.
CAMTEK LTD.
By: /s/ Rafi Amit
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Rafi Amit
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below, does hereby
constitute and appoint Rafi Amit and Yotam Stern and each of them acting alone,
the lawful attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them acting alone, determine may be
necessary or advisable or required to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that any or all said attorneys and agents, or any one of them,
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Rafi Amit Chief Executive Officer May 7, 2001
- -------------------- (Principal Executive Officer)
Rafi Amit
/s/ Moshe Amit Executive Vice President and May 7, 2001
- -------------------- Chief Financial Officer
Moshe Amit (Principal Accounting Officer)
/s/ Yotam Stern Executive Vice President, May 7, 2001
- -------------------- Business and Strategy
Yotam Stern
/s/ Meir Ben-Shoshan Director May 7, 2001
- --------------------
Meir Ben-Shoshan
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/s/ Haim Horowitz Director May 7, 2001
- --------------------
Haim Horowitz
/s/ Eran Bendoly Director May 7, 2001
- --------------------
Eran Bendoly
/s/ Ricki Granot Director May 7, 2001
- --------------------
Ricki Granot
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Camtek USA, Inc.
468 Industrial Way West
Eatontown, NJ 07724
/s/Yotam Stern Director May 7, 2001
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Yotam Stern
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EXHIBIT INDEX
Exhibit Number Exhibit
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4.0 Instruments Defining the Rights of Stockholders. Reference is
made to the Registrant's Registration Statement No. 000-30664
on Form 8-A, together with the exhibits thereto, which are
incorporated by reference herein pursuant to Item 3(c) to this
Registration Statement.
5.0 Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.
10.1 Employee Share Option Plan - Israel.*
10.2 Subsidiary Employee Option Plan.**
10.3 Employee Share Option Plan - Europe.*
10.4 Executive Share Option Plan.
23.1 Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. is
contained in Exhibit 5.0.
23.2 Consent of Richard A. Eisner & Company, LLP and Goldstein Sabo
& Tevet.
24.1 Power of Attorney (included in signature page).
- ----------
* Previously filed with the SEC in connection with the filing of the
Registrant's Registration Statement on Form S-8 filed with the Commission
on November 15, 2000.
** Previously filed as the Incentive Stock Option Plan - U.S. in connection
with the filing of the Registrant's Registration Statement on Form S-8
filed with the Commission on November 15, 2000, and filed as Exhibit 10.2
as amended.