AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 2004
REGISTRATION NO. 333 - ____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEALTHCARE TECHNOLOGIES LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Israel Not Applicable
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3 Habosem Street
Kiryat Minrav, Ashdod Israel 77610
011-972-88562920
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------------
Agreement for the Issuance of Stock Options to Moshe Reuveni
(FULL TITLE OF PLAN)
--------------------------
Phillips Nizer LLP
666 Fifth Avenue
New York, NY 10103
(212) 977-9700
Attention: Brian Brodrick, Esq.
(NAME AND ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF AGENT FOR SERVICE)
--------------------------
COPIES TO:
Brian Brodrick, Esq.
Phillips Nizer LLP
666 Fifth Avenue
New York, New York 10103
(212) 977-9700
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Each Class of Amount to be Maximum Offering Maximum Aggregate Registration
Securities to be Registered Registered(1) Price Per Share(2) Offering Price(2) Fee(2)
Ordinary Shares, NIS 0.04 par value .. 100,000 $0.35 $35,000(2) $5.00
(1) This Registration Statement shall also cover any additional ordinary
shares which become issuable under the Agreement for the issuance of
stock options to Moshe Reuveni, dated as of November 12, 2003 (the
"Plan") by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of
consideration which result in an increase in the number of the
outstanding ordinary shares.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the maximum
offering price per share that such options may be exercised.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Healthcare Technologies,
Ltd. (the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report on Form 20-F for the fiscal year ended December 31, 2002
filed with the Securities and Exchange Commission on June 20, 2003, as
amended by Amendment No. 1 thereto filed with the Securities and
Exchange Commission on August 5, 2003 (File No. 0-17788);
(b) Form 6-K Report for February, 2003 filed with the Securities and
Exchange Commission on March 17, 2003 (File No. 0-17788);
(c) Form 6-K for May 2003, filed with the Securities and Exchange
Commission on June 10, 2003 (File No. 0-17788);
(d) Form 6-K for June 2003, filed with the Securities and Exchange
Commission on June 20, 2003 (File No. 0-17788);
(e) Form 6-K for August 2003, filed with the Securities and Exchange
Commission on September 3, 2003 (File No. 0-17788);
(f) Form 6-K for November 2003, filed with the Securities and Exchange
Commission on November 26, 2003 (File No. 0-17788);
(g) Form 6-K for December 2003, filed with the Securities and Exchange
Commission on December 24, 2003 (SEC File No. 0-17788); and
(h) The description of the Registrant's ordinary shares contained in the
registration statement under the Exchange Act on Form 8-A as filed
with the Commission on May 30, 1989, and any subsequent amendment or
report filed for the purpose of updating this description (File No.
0-17788).
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the date of the Registration Statement and prior to the
filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the respective dates of filing such
documents.
The Registrant will provide without charge to any participant in the Plan,
at the request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
Requests should be directed to Healthcare Technologies Ltd., 32 Shaham Street,
49170 Petach Tikva, Israel, Attn: Yakarah Attias, Tel. No. 011-972-3-922-9015,
Ext. 151.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Companies Law, an Israeli company may not exempt an office holder
from liability with respect to a breach of his duty of loyalty, but may exempt
in advance an office holder from his liability to the company, in whole or in
part, with respect to a breach of his duty of care. Under the Companies Law, a
company may not (1) indemnify an office holder or absolve him from liability
towards the company for, or (2) enter into an insurance contract which would
provide coverage for any monetary liability incurred as a result of any one of
the following:
o a breach by the office holder of his duty of loyalty unless the office
holder acted in good faith and had a reasonable basis to believe that
the act would not be detrimental to the benefit of the company;
o an intentional or reckless breach by the office holder of his duty of
care;
o any act or omission intended to confer on the office holder an illegal
personal gain; or
o any fine levied against the office holder.
Article 109 of the Articles of Association of the Registrant contains
provisions which relate to the indemnity and insurance of officers and
directors. Subject to the provisions of the Companies Law, the Registrant's
Articles of Association provide that it may enter into a contract for the
insurance of the liability of any of its office holders with respect to:
(i) a breach of his duty of care to the Company or to any other person;
(ii) a breach of fiduciary duty to the Company provided that the Officer
has acted in good faith and that he had reasonable grounds to assume
that the act would not harm the good of the Company;
3
(iii) a financial liability which shall be imposed on such Officer in favor
of any other person, in respect of an act performed by him by virtue
of his being an officer of the Company;
Subject to the provisions of the Companies Law, the Registrant's Articles
of Association provide that it may indemnify an officer holder with respect to
any of the following:
(i) a financial liability imposed on him in favor of any other person by
any judgment, including a judgment given as a result of a settlement
or an arbitrator's award which has been confirmed by a court, in
respect of an act performed by him by virtue of his being an Officer
of the Company.
(ii) reasonable litigation costs, including lawyer's fees, expended by an
Officer or which were imposed on an Officer by a court in proceedings
filed against him by the Company or in its name or by any other person
or in a criminal charge on which he was acquitted, in respect of an
act performed by him by virtue of his being an Officer of the Company.
In addition, under the Companies Law, indemnification of, and procurement
of insurance coverage for, the Registrant's office holders must be approved by
its audit committee and its board of directors and, in specified circumstances,
by its shareholders.
Registrant has obtained directors' and officers' liability insurance and
resolved to indemnify its office holders pursuant to the Companies Law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers or
persons controlling the Registrant, pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Nos. Description of Exhibits
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5.1* Opinion of Orna Blum, Adv.
10.1* Agreement for the issuance of Stock Options to Moshe Reuveni
23.1* Consent Kost, Forer, Gabbay & Kasierer
23.3* Consent of Orna Blum, Adv. (included in Exhibit 5.1)*
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* Filed herewith.
4
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(ii) 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.
(iii) 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.
2. 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 the 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.
3. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or controlling persons of the Registrant,
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the Securities and Exchange 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 in connection with the securities being
registered hereunder, 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.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 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, State of Israel, on the __th day of January,
2004.
HEALTHCARE TECHNOLOGIES LIMITED
By: /s/ Daniel Kropf
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Daniel Kropf,
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian Brodrick and Eran Rotem, and each of them,
as his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign this Registration Statement and any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Daniel Kropf
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Mr. Daniel Kropf Chairman of the Board of Directors January 12, 2004
and Director
/s/ Moshe Reuveni
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Mr. Moshe Reuveni Chief Executive Officer January 12, 2004
and Director
(Principal Executive Officer)
/s/ Eran Rotem
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Mr. Eran Rotem, CPA Chief Financial Officer (Principal January 12, 2004
Financial and Accounting Officer)
6
/s/ Yacob Ofer
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Mr. Yacob Ofer Director January 12, 2004
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Mr. Rolando Eisen Director January __, 2004
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Mr. Eliezer Helfan Director January __, 2004
/s/ Israel Amir
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Mr. Israel Amir Director January 12, 2004
/s/ Ethan Rubinstein
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Prof. Ethan Rubinstein Director January 14, 2004
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Prof. Varda Rotter Director January __, 2004
Authorized Representative in the
United States:
Phillips Nizer LLP
By: /s/ Brian Brodrick
- ----------------------
Brian Brodrick, Esq.,
Partner January 15, 2004
7
EXHIBIT INDEX
Exhibit Nos. Description of Exhibits Page No.
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5.1 Opinion of Orna Blum, Adv.
10.1 Agreement for the issuance of stock options to Moshe Reuveni
23.1 Consent of Kost, Forer, Gabbay & Kasierer
23.3 Consent of Orna Blum, Adv. (included in Exhibit 5.1)*
8
EXHIBIT 5.1
January 20,2004
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Healthcare Technologies Ltd
Registration Statement On Form S-8
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Ladies and Gentlemen:
As an in house counsel to Healthcare Technologies Ltd, an Israeli company
(the "Company"), I have been requested to render this opinion for filing as
Exhibit 5.1 to the Company's Registration Statement on Form S-8, which is being
filed with the Securities and Exchange Commission on or about January 20, 2004
(the "Registration Statement").
The Registration Statement covers 100,000 ordinary shares, par value, NIS
0.04 (the "Shares") which may be issued by the Company upon exercise of options
granted pursuant to that certain Stock Option Agreement, dated as of November
12, 2003 between the Company and Mr. Moshe Reuveni which is being filed as
Exhibit 10.1 to the Registration Statement.
I have examined the Company's Memorandum of Association and Articles of
Association, the ISOP, and related minutes of action taken by the Board of
Directors of the Company. In the foregoing examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals or copies certified and the conformity to originals of all
documents submitted to us as certified or reproduced copies of originals.
Based upon the foregoing, I am of the opinion that the Shares are duly
authorized, and when issued in the manner and for the consideration described in
the ISOP, will be validly issued, fully paid and non- assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent I do not hereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended or the rules and regulations of the
Commission there under.
This opinion is intended solely for the benefit and use of the Company and
is not to be used, released, quoted or relied upon anyone else for any purpose
other then as required by law), without or prior written consent.
Very truly yours,
By: /s/ Orna Blum
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Orna Blum Adv.
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporated by reference in the Registration Statement (Form
S-8) pertaining to the 2003 Stock Option Plan, of our report dated March 26,
2003, with respect to the consolidated financial statements of Healthcare
Technologies Ltd. included in this Annual Report (Form 20-F) for the year ended
December 31, 2002.
Tel Aviv Israel KOST, FORER, GABBAY& KASIERER
January 20, 2004 A Member of Ernst & Young Global
HEALTHCARE TECHNOLOGIES LTD.
OPTION AGREEMENT
MADE AS OF THE 12 DAY OF NOVEMBER, 2003
BETWEEN: HEALTHCARE TECHNOLOGIES LTD.
A company incorporated in Israel
(hereinafter the "COMPANY")
ON THE ONE PART
AND: Name Moshe Reuveni
I.D. No.053955639
Address:23 Shoam St. Tel-Aviv 69359
, Israel
(hereinafter the "OPTIONEE")
ON THE OTHER PART
WHEREAS On 28 August, 2003, the Company duly adopted and the Board
approved Healthcare Technologies Ltd. 2003 Israeli Share Option
Plan, a copy of which is attached as EXHIBIT A hereto, forming an
integral part hereof (the "ISOP"); and -
WHEREAS Pursuant to the ISOP, the Company has decided to grant Options to
purchase Shares of the Company to the Optionee, and the Optionee
has agreed to such grant, subject to all the terms and conditions
as set forth in the ISOP and as provided herein;
NOW, THEREFORE, it is agreed as follows:
1. PREAMBLE AND DEFINITIONS
1.1 The preamble to this agreement constitutes an integral part hereof.
1.2 Unless otherwise defined herein, capitalized terms used herein shall
have the meaning ascribed to them in the ISOP.
2. GRANT OF OPTIONS
2.1 The Company hereby grants to the Optionee the number of Options as set
forth in EXHIBIT B hereto, each Option shall be exercisable for one
Share, upon payment of the Purchase Price as set forth in EXHIBIT B,
subject to the terms and the conditions as set forth in the ISOP and
as provided herein.
2.2 The Optionee is aware that the Company intends in the future to issue
additional shares and to grant additional options to various entities
and individuals, as the Company in its sole discretion shall
determine.
3. PERIOD OF OPTION AND CONDITIONS OF EXERCISE
3.1 The terms of this Option Agreement shall commence on the Date of Grant
and terminate at the Expiration Date, or at the time at which the
Option expires pursuant to the terms of the ISOP or pursuant to this
Option Agreement.
3.2 Options may be exercised only to purchase whole Shares, and in no case
may a fraction of a Share be purchased. If any fractional Share would
be deliverable upon exercise, such fraction shall be rounded up
one-half or less, or otherwise rounded down, to the nearest whole
number.
4. ADJUSTMENTS
Notwithstanding anything to the contrary in Section 9.1 of the ISOP and in
addition thereto, if in any such Transaction as described in Section 9.1 of
the ISOP, the Successor Company (or parent or subsidiary of the Successor
Company) does not agree to assume or substitute for the Options, the
Vesting Dates shall be accelerated so that any unvested Option shall be
immediately vested in full as of the date which is ten (10) days prior to
the effective date of the Transaction, and the Committee shall notify the
Optionee that the unexercised Options are fully exercisable for a period of
ten (10) days from the date of such notice, and that any unexercised
Options shall terminate upon the expiration of such period.
If the successor Company (or parent or subsidiary of the Successor Company)
agrees to assume or substitute for the Options and Optionee's employment
with the Successor Company is terminated by the Successor Company without
"Cause" within one year of the closing of such Transaction, the Vesting
Dates shall be accelerated so that any unvested portion of the substituted
Option shall be immediately vested in full as of the date of such
termination without Cause.
5. VESTING; PERIOD OF EXERCISE
Subject to the provisions of the ISOP, Options shall vest and become
exercisable according to the Vesting Dates set forth in EXHIBIT B hereto,
provided that the Optionee is an Employee of or providing services to the
Company and/or its Affiliates on the applicable Vesting Date.
All unexercised Options granted to the Optionee shall terminate and shall
no longer be exercisable on the Expiration Date, as described in Section
2.13 of the ISOP.
6. EXERCISE OF OPTIONS
6.1 Options may be exercised in accordance with the provisions of Section
10.1 of the ISOP.
6.2 In order for the Company to issue Shares upon the exercise of any of
the Options, the Optionee hereby agrees to sign any and all documents
required by any applicable law and/or by the Company's Articles of
Association.
6.3 The Company shall not be obligated to issue any Shares upon the
exercise of an Option if such issuance, in the opinion of the Company,
might constitute a violation by the Company of any provision of law.
7. RESTRICTIONS ON TRANSFER OF OPTIONS AND SHARES
7.1 The transfer of Options and the transfer of Shares to be issued upon
exercise of the Options shall be subject to the limitations set forth
in the ISOP and in the Company's Articles of Association and any
shareholders' agreement to which the holders of ordinary shares of the
Company are bound.
7.2 With respect to any Approved 102 Option, subject to the provisions of
Section 102 and any rules or regulation or orders or procedures
promulgated thereunder, an Optionee shall not sell or release from
trust any Share received upon the exercise of an Approved 102 Option
and/or any share received subsequently following any realization of
rights, including without limitation, bonus shares, until the lapse of
the Holding Period required under Section 102 of the Ordinance.
Notwithstanding the above, if any such sale or release occurs during
the Holding Period, the sanctions under Section 102 of the Ordinance
and under any rules or regulation or orders or procedures promulgated
thereunder shall apply to and shall be borne by such Optionee.
7.3 With respect to Unapproved 102 Option, if the Optionee ceases to be
employed by the Company or any Affiliate, the Optionee shall extend to
the Company and/or its Affiliate a security or guarantee for the
payment of tax due at the time of sale of Shares, all in accordance
with the provisions of Section 102 and the rules, regulation or orders
promulgated thereunder.
7.4 The Optionee shall not dispose of any Shares in transactions which
violate, in the opinion of the Company, any applicable laws, rules and
regulations.
7.5 The Optionee agrees that the Company shall have the authority to
endorse upon the certificate or certificates representing the Shares
such legends referring to the foregoing restrictions, and any other
applicable restrictions as it may deem appropriate (which do not
violate the Optionee's rights according to this Option Agreement).
8. TAXES; INDEMNIFICATION
8.1 Any tax consequences arising from the grant or exercise of any Option,
from the payment for Shares covered thereby or from any other event or
act (of the Company and/or its Affiliates, the Trustee or the
Optionee), hereunder, shall be borne solely by the Optionee. The
Company and/or its Affiliates and/or the Trustee shall withhold taxes
according to the requirements under the applicable laws, rules, and
regulations, including withholding taxes at source. Furthermore, the
Optionee hereby agrees to indemnify the Company and/or its Affiliates
and/or the Trustee and hold them harmless against and from any and all
liability for any such tax or interest or penalty thereon, including
without limitation, liabilities relating to the necessity to withhold,
or to have withheld, any such tax from any payment made to the
Optionee.
8.2 The Optionee will not be entitled to receive from the Company and/or
the Trustee any Shares allocated or issued upon the exercise of
Options prior to the full payments of the Optionee's tax liabilities
arising from Options which were granted to him and/or Shares issued
upon the exercise of Options. For the avoidance of doubt, neither the
Company nor the Trustee shall be required to release any share
certificate to the Optionee until all payments required to be made by
the Optionee have been fully satisfied.
8.3 The receipt of the Options and the acquisition of the Shares to be
issued upon the exercise of the Options may result in tax
consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH
RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.
8.4 With respect to Approved 102 Options, the Optionee hereby acknowledges
that he is familiar with the provisions of Section 102 and the
regulations and rules promulgated thereunder, including without
limitations the type of Option granted hereunder and the tax
implications applicable to such grant. The Optionee accepts the
provisions of the trust agreement signed between the Company and the
Trustee, attached as EXHIBIT C hereto, and agrees to be bound by its
terms.
9. MISCELLANEOUS
9.1 NO OBLIGATION TO EXERCISE OPTIONS. The grant and acceptance of these
Options imposes no obligation on the Optionee to exercise it.
9.2 CONFIDENTIALITY. The Optionee shall regard the information in this
Option Agreement and its exhibits attached hereto as confidential
information and the Optionee shall not reveal its contents to anyone
except when required by law or for the purpose of gaining legal or tax
advice.
9.3 CONTINUATION OF EMPLOYMENT OR SERVICE. Neither the ISOP nor this
Option Agreement shall impose any obligation on the Company or an
Affiliate to continue the Optionee's employment or service and nothing
in the ISOP or in this Option Agreement shall confer upon the Optionee
any right to continue in the employ or service of the Company and/or
an Affiliate or restrict the right of the Company or an Affiliate to
terminate such employment or service at any time.
9.4 ENTIRE AGREEMENT. Subject to the provisions of the ISOP, to which this
Option Agreement is subject, this Option Agreement, together with the
exhibits hereto, constitute the entire agreement between the Optionee
and the Company with respect to Options granted hereunder, and
supersedes all prior agreements, understandings and arrangements, oral
or written, between the Optionee and the Company with respect to the
subject matter hereof.
9.5 FAILURE TO ENFORCE - NOT A WAIVER. The failure of any party to enforce
at any time any provisions of this Option Agreement or the ISOP shall
in no way be construed to be a waiver of such provision or of any
other provision hereof.
9.6 PROVISIONS OF THE ISOP. The Options provided for herein are granted
pursuant to the ISOP and said Options and this Option Agreement are in
all respects governed by the ISOP and subject to all of the terms and
provisions of the ISOP.
Any interpretation of this Option Agreement will be made in accordance
with the ISOP but in the event there is any contradiction between the
provisions of this Option Agreement and the ISOP, the provisions of
the Option Agreement will prevail.
9.7 BINDING EFFECT. The ISOP and this Option Agreement shall be binding
upon the heirs, executors, administrators and successors of the
parties hereof.
9.8 NOTICES. All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered
mail or delivered by email or facsimile with written confirmation of
receipt to the Optionee and/or to the Company at the addresses shown
on the letterhead above, or at such other place as the Company may
designate by written notice to the Optionee. The Optionee is
responsible for notifying the Company in writing of any change in the
Optionee's address, and the Company shall be deemed to have complied
with any obligation to provide the Optionee with notice by sending
such notice to the address indicated below.
Company's Signature:
Name: Eran Rotem Name: Israel Amir
Position: CFO Position: Director
Signature: /s/ Eran Rotem Signature: /s/ Israel Amir
- ------------------------- --------------------------
I, the undersigned, hereby acknowledge receipt of a copy of the ISOP and accept
the Options subject to all of the terms and provisions thereof. I have reviewed
the ISOP and this Option Agreement in its entirety, have had an opportunity to
obtain the advice of counsel prior to executing this Option Agreement, and fully
understand all provisions of this Option Agreement. I agree to notify the
Company upon any change in the residence address indicated above.
12/11/03 /s/ Moshe Reuveni
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Date Optionee's Signature
EXHIBIT A: HEALTHCARE TECHNOLOGIES LTD.2003 ISRAELI SHARE OPTION PLAN
EXHIBIT B: TERMS OFmTHE OPTION
EXHIBIT C: TRUST AGREEMENT
EXHIBIT B
TERMS OF THE OPTION
NAME OF THE OPTIONEE: MOSHE REUVENI
DATE OF GRANT:NOVEMBER 12, 2003
DESIGNATION: CEO o [_]APPROVED 102 OPTION:
CAPITAL GAIN OPTION (CGO)[_];OR
ORDINARY INCOME OPTION (OIO)[_]
o [_]UNAPPROVED 102 OPTION
o [_]3(I) OPTION
1. Number of Options granted: 100,000
2. Purchase Price: 0.35 $
3. Vesting Dates: 25% per year
Number of Options Vesting Date
----------------- ------------
25,000 1/2/2004
25,000 1/2/2005
25,000 1/2/2006
25,000 1/2/2007
4. Expiration Date: 180 days from the date of termination of the employment
agreement .
/s/ Eran Rotem
/s/ Moshe Reuveni /s/ Israel Amir
----------------- ---------------
Optionee HealthCare Technologeis Ltd.
January 20, 2004
Kost Forer, Gabbay and Kasierer
3 Aminadav St.
Tel-Aviv
In connection with the Healthcare Technologies Ltd.'s registration statement on
Form S-8, effective with the Securities and Exchange Commission on or about
January 20, 2004 and in connection with your audit of the consolidated financial
statements of Healthcare Technologies Ltd. and its subsidiaries as of December
31, 2002 that are incorporated by reference in the form S-8, the representations
made to you in our letter of March 26, 2003 remain current.
To the best of our knowledge and belief, no events or transactions have occurred
since the date of our previous letter or are pending other than those reflected
or disclosed in the filing that would have a material effect on the audited
financial statements included or incorporated by reference in the Form S-8 or
that are of such significance in relation to the Company's affairs to require
mention in a note to the audited financial statements in order to make them not
misleading regarding the financial position or results of operations of the
Company.
Very truly yours,
/s/ Moshe Reuveni /s/ Eran Rotem
----------------- --------------
Moshe Reuveni Eran Rotem
CEO Chief Financial Officer