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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): JULY 15, 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.)
250 WEST 57TH STREET, SUITE 310, NEW YORK, NEW YORK 10107
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 258-3222
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
1. On July 15, 2004, we publicly disseminated the press release attached
as Exhibit 99.1 hereto.
2. On July 15, 2004, we publicly disseminated a press release (the "Press
Release") announcing that, pursuant to the terms of a Securities Purchase
Agreement dated July 15, 2004 (the "SPA") by and between Arotech Corporation and
several institutional investors (the "Investors"), we issued and sold to the
Investors an aggregate of 4,258,065 shares of our common stock (the "Shares"),
at a purchase price of $1.55 per share, off of our effective shelf registration
statement. Gross proceeds of this offering will be $6.6 million.
We also announced that we had previously received a total of $16.5 million
upon exercise of a total of 8,814,235 of our outstanding warrants. As part of
the consideration for their exercise, these warrant holders received an equal
number of new warrants at an exercise price to be determined based on 90% of the
volume weighted average of the price of our common stock on the Nasdaq Stock
Market over the three trading days between July 15, 2004 and July 19, 2004,
inclusive, but not more than $1.88. The new warrants and the shares underlying
the warrants that were issued have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent
registration under the Securities Act and applicable state securities or an
applicable exemption from the registration requirements of such act. We have
agreed to file a registration statement covering the shares of common stock
issuable upon exercise of the new warrants.
We will use the net proceeds of this offering primarily for the
acquisition, announced in the press release attached as Exhibit 99.1 hereto, of
Armour of America Incorporated; if the acquisition of Armour of America is for
any reason not consummated, the proceeds will be used to fund acquisitions or
investments in businesses, products or technologies that are complementary to
our own, general corporate purposes, which may include funding research,
development and product manufacturing, increasing our working capital, reducing
indebtedness, and capital expenditure.
The foregoing description of the SPA is qualified in its entirety by
reference to the agreement itself. A copy of the SPA is attached to this report
as Exhibit 4.1 hereto, and is incorporated herein by reference. A copy of the
press release issued in connection with the above is included herein as Exhibit
99.2.
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. 333-110729), which Registration Statement was
declared effective by the Commission on December 5, 2003, and which Registration
Statement contains our prospectus dated December 5, 2003, as supplemented by our
prospectus supplement dated July 15, 2004, we are filing the opinion of
Lowenstein Sandler PC as Exhibit 5.1 to the Registration Statement.
The opinion of Lowenstein Sandler PC filed as Exhibit 5.1 herewith relates
to the validity of the shares of Common Stock to be sold by us pursuant to the
prospectus supplement dated July 15, 2004.
Following the offering described above, Arotech will have 78,529,483
shares of common stock outstanding, compared to 74,271,418 shares before the
offering.
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; and other
risk factors detailed in our most recent annual report on Form 10-K for the
fiscal year ended December 31, 2003, 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.
3. On June 16, 2004, pursuant to resolutions adopted by our Board of
Directors and our shareholders, we filed an amendment to our certificate of
incorporation increasing our authorized share capital from 100 million shares of
common stock and one million shares of preferred stock to 250 million shares of
common stock and one million shares of preferred stock.
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
4.1....Securities Purchase Agreement dated July 15, 2004
5.1....Legal Opinion of Lowenstein Sandler PC
99.1....Press release dated July 15, 2004
99.2....Press release dated July 15, 2004
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: July 15, 2004
EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
EXHIBIT
NUMBER DESCRIPTION
4.1....Securities Purchase Agreement dated July 15, 2004
5.1....Legal Opinion of Lowenstein Sandler PC
99.1....Press release dated July 15, 2004
99.2....Press release dated July 15, 2004