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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): January 21, 2004
AROTECH 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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Item 5. Other Events and Regulation FD Disclosure.
On January 7, 2004, we entered into an agreement to purchase all of the
outstanding stock of FAAC Incorporated, a Michigan corporation ("FAAC"), from
FAAC's existing shareholders, which we filed as an exhibit to our Current Report
on Form 8-K filed with the SEC on January 9, 2004. The closing of this
transaction took place on January 13, 2004. The consideration for our purchase
consisted, inter alia, of our issuance to the former shareholders of FAAC of
$2,000,000 in Arotech stock, which was issued under a prospectus supplement
dated January 21, 2004 and filed with the SEC on that same date.
The opinion of Lowenstein Sandler PC filed as Exhibit 5.1 herewith
relates to the validity of the shares of Common Stock to be issued by us
pursuant to the prospectus supplement dated January 21, 2004.
In accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, we note that certain statements set forth in this
Current Report on Form 8-K may constitute forward-looking statements, as defined
in the Private Securities Litigation Reform Act of 1995. These statements are
subject to various risks and uncertainties that may cause actual results to vary
significantly. These risks and uncertainties include, but are not limited to,
risks relating to: product and technology development; the uncertainty of the
market for our products; changing economic conditions; delay, cancellation or
non-renewal, in whole or in part, of contracts or of purchase orders;
significant future capital requirements; and other risk factors detailed in our
most recent annual report on Form 10-K for the fiscal year ended December 31,
2002, as amended, our most recent Quarterly Report on Form 10-Q, and other
filings with the Securities and Exchange Commission. Readers should consider all
of these risk factors as well as other information contained in this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits - The following documents are filed as exhibits to this
report:
Exhibit
Number Description
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5.1 Legal Opinion of Lowenstein Sandler PC
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.
AROTECH CORPORATION
(Registrant)
By: /s/ Robert S. Ehrlich
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Name: Robert S. Ehrlich
Title: Chairman, President and CEO
Dated: January 21, 2004
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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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5.1 Legal Opinion of Lowenstein Sandler PC
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