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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): APRIL 3, 2003
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 1200, NEW YORK, NEW YORK 10012
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (646) 654-2107
(Former name or former address, if changed since last report)
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Page 1 of 9 Pages
Exhibit Index appears on Page 3
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On April 3, 2002, we amended various agreements between ourselves and
the holders of our 9% Secured Convertible Debentures due June 30, 2005,
including the registration rights agreement between us, as follows:
The registration rights agreement had provided that a registration
statement, covering the shares underlying our debentures and the warrants issued
as part of the debenture financing, was required to be declared effective by the
Securities and Exchange Commission on or before March 31, 2003. If not, we would
be required to pay liquidated damages of $35,000 for the month of April, $52,500
for the month of May (if the registration statement were not declared effective
by April 30, 2003), and $70,000 for the month of June and each month thereafter
until the registration statement was declared effective.
Under the terms of our amendment agreement, our debenture holders
agreed to waive the damages entirely for the month of April and to assess
liquidated damages of $17,500 for the month of May, damages of $52,500 for the
month of June, and $70,000 for the month of July and thereafter. In return, we
agreed to adjust the conversion price of the debentures (which were issued with
a conversion price of $0.75 per share) and exercise price of the warrants (which
were issued with exercise prices ranging from $0.84 per share to $0.93 per
share) to $0.64 per share.
Reference is made to the exhibits filed with our Current Report on Form
8-K that we filed with the Securities and Exchange Commission on January 6, 2003
for the text of the registration rights agreement, the form of debenture, and
the form of warrants.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit
Number Description
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1............ Amendment Agreements dated April 3, 2003
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, President
and Chief Executive Officer
Dated: April 4, 2003
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EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit
Number Description
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1............ Amendment Agreements dated April 3, 2003
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EXHIBIT 1
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AMENDMENT
DATED APRIL 3, 2003
TO
REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 31, 2002,
9% SECURED CONVERTIBLE DEBENTURES DUE JUNE 30, 2005,
AND WARRANTS ISSUED DECEMBER 31, 2002
Amendment (the "AMENDMENT") dated April 3, 2003 to (i) the Registration
Rights Agreement between Electric Fuel Corporation (the "COMPANY") and, inter
alia, ZLP Master Technology Fund, Ltd. (the "PURCHASER") entered into as of
December 31, 2002 (the "REGISTRATION RIGHTS AGREEMENT"), (ii) the 9% Secured
Convertible Debenture due June 30, 2005, No. D-1, issued by the Company to the
Purchaser on December 31, 2002 (the "DEBENTURE"), and (iii) the warrants
("WARRANTS") to purchase common stock, Nos. A-3, B-3, and C-3, issued by the
Company to the Purchaser on December 31, 2002.
The Company and the Purchaser hereby agree as follows:
1. The definition of "Effectiveness Date" in the Registration
Rights Agreement is hereby amended to replace the phrase "the 90th day" in
each and every place in which it occurs with the phrase "the 120th day."
2. Section 2(b) of the Registration Rights Agreement is hereby
amended to delete the number "1%" and to insert in its place and stead the
number "0.5%".
3. The definition of "Conversion Price" in the Debenture is hereby
amended to delete the sum "$.75" and to insert in its place and stead the
sum "$0.64".
4. The first full paragraph of Warrant No. A-3 is hereby amended
to delete the sum "$0.84" and to insert in its place and stead the sum
"$0.64", and thereby to amend the definition of "Exercise Price" contained
in such paragraph.
5. The first full paragraph of Warrant No. B-3 is hereby amended
to delete the sum "$0.89" and to insert in its place and stead the sum
"$0.64", and thereby to amend the definition of "Exercise Price" contained
in such paragraph.
6. The first full paragraph of Warrant No. C-3 is hereby amended
to delete the sum "$0.93" and to insert in its place and stead the sum
"$0.64", and thereby to amend the definition of "Exercise Price" contained
in such paragraph.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.
ELECTRIC FUEL CORPORATION
By:
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Name and Title: Robert S. Ehrlich, President & CEO
ZLP MASTER TECHNOLOGY FUND, LTD.
By:
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Name and Title:
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AMENDMENT
DATED APRIL 3, 2003
TO
REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 31, 2002,
9% SECURED CONVERTIBLE DEBENTURES DUE JUNE 30, 2005,
AND WARRANTS ISSUED DECEMBER 31, 2002
Amendment (the "AMENDMENT") dated April 3, 2003 to (i) the Registration
Rights Agreement between Electric Fuel Corporation (the "COMPANY") and, inter
alia, Smithfield Fiduciary LLC (the "PURCHASER") entered into as of December 31,
2002 (the "REGISTRATION RIGHTS AGREEMENT"), (ii) the 9% Secured Convertible
Debenture due June 30, 2005, No. D-2, issued by the Company to the Purchaser on
December 31, 2002 (the "DEBENTURE"), and (iii) the warrants ("WARRANTS") to
purchase common stock, Nos. A-1, B-1, and C-1, issued by the Company to the
Purchaser on December 31, 2002.
The Company and the Purchaser hereby agree as follows:
1. The definition of "Effectiveness Date" in the Registration
Rights Agreement is hereby amended to replace the phrase "the 90th day" in
each and every place in which it occurs with the phrase "the 120th day."
2. Section 2(b) of the Registration Rights Agreement is hereby
amended to delete the number "1%" and to insert in its place and stead the
number "0.5%".
3. The definition of "Conversion Price" in the Debenture is hereby
amended to delete the sum "$.75" and to insert in its place and stead the
sum "$0.64".
4. The first full paragraph of Warrant No. A-1 is hereby amended
to delete the sum "$0.84" and to insert in its place and stead the sum
"$0.64", and thereby to amend the definition of "Exercise Price" contained
in such paragraph.
5. The first full paragraph of Warrant No. B-1 is hereby amended
to delete the sum "$0.89" and to insert in its place and stead the sum
"$0.64", and thereby to amend the definition of "Exercise Price" contained
in such paragraph.
6. The first full paragraph of Warrant No. C-1 is hereby amended
to delete the sum "$0.93" and to insert in its place and stead the sum
"$0.64", and thereby to amend the definition of "Exercise Price" contained
in such paragraph.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.
ELECTRIC FUEL CORPORATION
By:
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Name and Title: Robert S. Ehrlich, President & CEO
SMITHFIELD FIDUCIARY LLC
By:
---------------------------------------------
Name and Title:
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AMENDMENT
DATED APRIL 3, 2003
TO
REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 31, 2002,
9% SECURED CONVERTIBLE DEBENTURES DUE JUNE 30, 2005,
AND WARRANTS ISSUED DECEMBER 31, 2002
Amendment (the "AMENDMENT") dated April 3, 2003 to (i) the Registration
Rights Agreement between Electric Fuel Corporation (the "COMPANY") and, inter
alia, Vertical Ventures Investments, LLC (the "PURCHASER") entered into as of
December 31, 2002 (the "REGISTRATION RIGHTS AGREEMENT"), (ii) the 9% Secured
Convertible Debenture due June 30, 2005, No. D-3, issued by the Company to the
Purchaser on December 31, 2002 (the "DEBENTURE"), and (iii) the warrants
("WARRANTS") to purchase common stock, Nos. A-2, B-2, and C-2, issued by the
Company to the Purchaser on December 31, 2002.
The Company and the Purchaser hereby agree as follows:
1. The definition of "Effectiveness Date" in the Registration
Rights Agreement is hereby amended to replace the phrase "the 90th day" in
each and every place in which it occurs with the phrase "the 120th day."
2. Section 2(b) of the Registration Rights Agreement is hereby
amended to delete the number "1%" and to insert in its place and stead the
number "0.5%".
3. The definition of "Conversion Price" in the Debenture is hereby
amended to delete the sum "$.75" and to insert in its place and stead the
sum "$0.64".
4. The first full paragraph of Warrant No. A-2 is hereby amended
to delete the sum "$0.84" and to insert in its place and stead the sum
"$0.64", and thereby to amend the definition of "Exercise Price" contained
in such paragraph.
5. The first full paragraph of Warrant No. B-2 is hereby amended
to delete the sum "$0.89" and to insert in its place and stead the sum
"$0.64", and thereby to amend the definition of "Exercise Price" contained
in such paragraph.
6. The first full paragraph of Warrant No. C-2 is hereby amended
to delete the sum "$0.93" and to insert in its place and stead the sum
"$0.64", and thereby to amend the definition of "Exercise Price" contained
in such paragraph.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.
ELECTRIC FUEL CORPORATION
By:
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Name and Title: Robert S. Ehrlich, President & CEO
VERTICAL VENTURES INVESTMENTS, LLC
By:
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Name and Title:
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