As filed with the Securities and Exchange Commission on September 21, 2004
Registration No. 333-115214
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
AMENDMENT NO. 1 TO
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------
TECNOMATIX TECHNOLOGIES LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ISRAEL NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
Tecnomatix Technologies Ltd.
16 Abba Eban Avenue
Herzlia Pituach 46120, Israel
(+972) 9-959-4777
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Tecnomatix Technologies, Inc.
21500 Haggerty Road, Suite 300
Northville, MI 48167-8990
Tel: (248) 699-2500
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-------------
Copies To:
PHYLLIS G. KORFF, ESQ. DAN SHAMGAR, ADV.
Skadden, Arps, Slate, Meagher & Flom LLP Meitar Liquornik Geva & Leshem Brandwein
Four Times Square 16 Abba Hillel Silver Road
New York, New York 10036-6522 Ramat Gan 52506, Israel
Tel: (212) 735-3000 Tel: 972-3-610-3100
Fax: (212) 735-2000 Fax: 972-3-610-3111
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective.
-------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
-------------
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE
--------------------------- ------------ ------------------ ------------------ ----------------
Ordinary Shares, par value 863,252 $12.39(1) $10,695,693(1) $1,355
NIS 0.01
Ordinary Shares, par value 94,571 $11.50(2) $ 1,087,567(2) $ 138
NIS 0.01
Total 957,823 $12.30 $11,783,260 $1,493
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) of the Securities Act on the basis of the average of the
high and low sales prices of the Registrant's ordinary shares on The Nasdaq
National Market on May 3, 2004.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) of the Securities Act on the basis of the average of the
high and low sales prices of the Registrant's ordinary shares on The Nasdaq
National Market on September 20, 2004.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. NO
SELLING SHAREHOLDER MAY SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
================================================================================
SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 2004
PROSPECTUS
TECNOMATIX TECHNOLOGIES LTD.
UP TO 957,823 ORDINARY SHARES
----------------------------------
This prospectus relates to the resale, from time to time, by the selling
shareholders identified in this prospectus of up to 957,823 of our ordinary
shares.
We will not receive any of the proceeds from the sale of the ordinary
shares by the selling shareholders.
You should read both this prospectus and any prospectus supplement,
together with the additional information described under the heading
"Incorporation of Certain Documents by Reference" before you decide to invest in
our ordinary shares.
Our ordinary shares are quoted on the Nasdaq National Market under the
symbol "TCNO." The last reported sale price of our ordinary shares on the Nasdaq
National Market on May 5, 2004 was $12.40 per share and $11.50 on September 20,
2004.
INVESTING IN OUR ORDINARY SHARES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD
CONSIDER BEFORE PURCHASING OUR ORDINARY SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------------
The date of this prospectus is September , 2004
TABLE OF CONTENTS
ITEM PAGE
---- ----
About this Prospectus 3
The Company 3
The Offering 3
Risk Factors 4
Where You Can Find More Information 12
Incorporation of Certain Documents by Reference 13
Forward-Looking Statements 14
Use of Proceeds 15
Selling Shareholders 15
Plan of Distribution 17
Validity of Securities 19
Experts 19
Enforceability of Civil Liabilities 20
You should rely only on the information contained or incorporated by reference
in this prospectus or any supplement. We have not authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and any
underwriter or agent is not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date on
the front cover of this prospectus. Our business, financial condition, results
of operations and prospects may have changed since that date.
2
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
United States Securities and Exchange Commission, or the SEC, utilizing a
"shelf" registration process. Under this shelf process, the selling shareholders
may offer up to a total of 957,823 ordinary shares, from time to time, in one or
more offerings in any manner described under the section in this prospectus
entitled "Plan of Distribution."
Unless the context otherwise requires, all references in this prospectus to
"Tecnomatix," "we," "our," "our company," "us" and the "Company" refer to
Tecnomatix Technologies Ltd. and its consolidated subsidiaries.
All references in this prospectus to "ordinary shares" refer to our ordinary
shares, par value 0.01 NIS per share.
All references in this prospectus to "dollars" or $ are to United States
dollars.
All references in this prospectus to "shekels" or "NIS" are to New Israeli
Shekels.
THE COMPANY
Our commercial and legal name is Tecnomatix Technologies Ltd. We are a company
organized under the laws of the State of Israel and are subject to the Israel
Companies Law 1999 - 5759. We began operations in 1983. Our principal offices
are located at 16 Abba Eban Avenue, Herzlia 46120, Israel and our telephone
number is + 972-9-959-4777. Our U.S. agent is our subsidiary, Tecnomatix
Technologies, Inc., located at 21500 Haggerty Road, Suite 300, Northville, MI
48167-8990, telephone: (248) 699-2500. Our website address is
www.tecnomatix.com. The information contained on, or linked from, our website is
not a part of this prospectus.
We develop and market software solutions for manufacturing process management.
Manufacturers are increasingly required to implement efficient and
cost-effective production processes, offer the ability to effect product
customization and rely on third-party suppliers in order to stay competitive.
Our solutions enable collaboration between manufacturers and their production
plants, external suppliers and other members of their extended enterprise and
supply chain throughout the world with respect to the development, execution and
management of their manufacturing processes. Our solutions allow manufacturers
to accelerate new product introductions, reduce time-to-market for new products,
reduce time-to-volume production and introduce greater flexibility into their
manufacturing processes.
THE OFFERING
In September 2003 we issued to USDATA Corporation 945,807 ordinary shares, of
which 127,748 ordinary shares are currently held in escrow for up to 18 months
following the consummation of an asset purchase agreement in connection with
which we issued the foregoing ordinary shares. Concurrently with the issuance of
the foregoing ordinary shares, we sold to SCP Private Equity Partners II, L.P.,
the primary stockholder of USDATA, 139,764 ordinary shares for an aggregate
purchase price of $2,000,000. Pursuant to a registration rights agreement dated
July 29, 2003, as amended, we agreed to register such ordinary shares for public
resale by USDATA and SCP (other than those 127,748 ordinary shares that are
currently being held in escrow). This prospectus has been prepared, and the
registration statement of which this prospectus is a part, have been filed with
the SEC, to satisfy our obligations to the recipients of our ordinary shares.
Investing in our ordinary shares involves risks. You should carefully consider
the information under "Risk Factors" beginning on page 4 and the other
information included or incorporated by reference in this prospectus before
investing in our ordinary shares.
3
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND IN THE DOCUMENTS WE
HAVE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS BEFORE MAKING AN INVESTMENT
DECISION. THE RISKS DESCRIBED BELOW AND IN THE DOCUMENTS WE HAVE INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS ARE NOT THE ONLY ONES FACING OUR COMPANY. OUR
BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY
ADVERSELY AFFECTED BY ANY OF THESE RISKS. THE TRADING PRICE OF OUR ORDINARY
SHARES COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF
YOUR INVESTMENT.
RISKS RELATED TO OUR BUSINESS
WE HAVE A RECENT HISTORY OF ANNUAL AND QUARTERLY LOSSES AND CANNOT ASSURE YOU
THAT WE WILL RETURN TO PROFITABILITY ON AN ANNUAL BASIS OR ON A QUARTERLY BASIS
IN THE FUTURE.
We incurred net losses of approximately $14 million, $2.8 million and $10.3
million in 2001, 2002 and 2003, respectively. In addition, we incurred net
losses during each of the quarters of 2001, each of the four quarters of 2002
and the first quarter, the third quarter and the fourth quarter of 2003, in
which we lost $1.4 million, $4.7 million, and $4.4 million, respectively. In the
second quarter of 2003 we had net income of $0.2 million and in the first
quarter of 2004 we had net income of $0.3 million. We cannot be certain that we
will return to profitability on an annual basis or maintain our profitability on
a quarterly basis.
WE MAY EXPERIENCE SIGNIFICANT FLUCTUATIONS IN OUR QUARTERLY RESULTS, WHICH MAKES
IT DIFFICULT FOR INVESTORS TO MAKE RELIABLE PERIOD-TO-PERIOD COMPARISONS AND MAY
CONTRIBUTE TO VOLATILITY IN THE MARKET PRICE FOR OUR ORDINARY SHARES.
Our quarterly revenues, gross profits and results of operations have
fluctuated significantly in the past and may be subject to continued fluctuation
in the future. The following events may cause such fluctuations:
o changes in timing of orders, especially large orders, for our products
and services;
o the U.S. dollar value of orders for our products and services;
o adverse economic conditions and international exchange rate and
currency fluctuations;
o delays in the implementation of our solutions by customers;
o changes in the proportion of service and license revenues;
o timing of product releases;
o changes in the economic conditions of the various industries in which
our customers operate;
o price and product competition;
o increases in selling and marketing expenses, as well as other
operating expenses;
o technological changes;
o political instability in the Middle East; and
o consolidation of our clients.
A substantial portion of our expenses, including most product development,
selling and marketing expenses, must be incurred in advance of when revenue is
generated. If our projected revenue does not meet our expectations, we are
likely to experience a shortfall in our operating profit relative to our
expectations. As a result, we believe that period-to-period comparisons of our
historical results of operations are not necessarily meaningful and that you
should not rely on them as an indication for future performance. Also, our
quarterly results of operations have, on separate occasions, been below the
expectations of public market analysts and investors and the price of our
ordinary shares subsequently decreased. If this happens in the future, the price
of our ordinary shares will likely decrease again.
4
IF WE FAIL TO RETAIN OUR CUSTOMERS, OUR REVENUES MAY INCREASE AT A SLOWER RATE
OR MAY DECREASE. CONVERSELY, A SIGNIFICANT INCREASE IN THE NUMBER OF OUR
CUSTOMERS OR IN OUR DEVELOPMENT OF NEW PRODUCT OFFERINGS COULD REQUIRE US TO
EXPEND SIGNIFICANT AMOUNTS OF MONEY, TIME AND OTHER RESOURCES TO MEET THE
DEMAND.
We sell our products to major electronics, aerospace and automotive
companies and their suppliers and other discrete manufacturing companies
worldwide and our business depends on our ability to retain these customers.
Approximately 83% of our revenues from software license fees in 2002, 78% of
such revenues in 2003, 84% of such revenues in the first quarter of 2003 and 78%
of such revenues in the first quarter of 2004 resulted from repeat sales to
existing customers. The decrease in the percentage of repeat sales is attributed
to sales made for the first time to customers of USDATA Corporation, from which
we acquired substantially all of the assets during 2003. We cannot assure you
that we will be able to retain our existing customers, including former
customers of USDATA, and make repeat sales to those customers. Our inability to
retain these customers would also adversely affect our revenues from services.
Conversely, a significant increase in the number of our customers or in our
development of new product offerings, or both, could require us to expend
significant amounts of money, time and other resources to meet the demand. This
could strain our personnel and financial resources.
OUR SALES CYCLE IS VARIABLE AND SOMETIMES LONG AND INVOLVES SIGNIFICANT
RESOURCES ON OUR PART, BUT MAY NEVER RESULT IN ACTUAL SALES.
The decision to utilize our solutions and products often entails a
significant change in a potential customer's organization, information
technology systems, and business processes. Accordingly, sales often require
extensive educational, sales and engineering efforts. Specifically, the
marketing and sales efforts of our eMPower Enterprise Solutions typically entail
the education of, and consulting with, a broad range of individuals and
departments within a potential customer's organization. Moreover, provision of
these server-based and Web-enabled comprehensive solutions involves our Global
Professional Services organization integrating these solutions into the
customer's information technology environment, as well as providing training and
support. The large number of individuals and departments involved in the
decision of a potential customer to purchase our enterprise solutions makes that
decision more complex, with a sales cycle of approximately nine to twelve
months.
We do not expect the sales cycle for our eMPower solutions and products to
decrease in the near future or at all. The purchasing decisions of our clients
are subject to the uncertainties and delays associated with the budgeting,
internal approval and competitive evaluation processes that typically accompany
significant capital expenditures and the purchase of mission critical software.
Any delays in sales could cause our operating results to vary widely. If our
sales cycle lengthens, our quarterly operating results may become less
predictable and may fluctuate more widely than in the past. A number of
companies decide which products to buy through a request for proposal process.
In these situations, we run the risk of investing significant resources in a
proposal, only to lose to our competition.
RECENTLY, WE HAVE WITNESSED AN INCREASE IN OUR REVENUES FROM SERVICES AND A
DECREASE IN OUR REVENUES FROM SOFTWARE. IF THIS TREND CONTINUES, IT MAY
ADVERSELY AFFECT OUR GROSS MARGINS AND PROFITABILITY.
Our revenues from software decreased from $42,316,000 in 2001 to
$36,385,000 in 2002 and to $36,033,000 in 2003. During the same period, our
revenues from services increased from $44,584,000 in 2001 to $45,620,000 in 2002
and to $50,224,000 in 2003. The reason for the increase in revenues from
services is due to the increase in sales of our eMPower Enterprise Solutions
which require integration into the existing environment of our customers, as
well as customization and deployment services provided by our Professional
Global Services unit. Our gross margin from software is higher than our gross
margin from services, since our cost of services includes expenses of salaries
and related benefits of the employees engaged in providing the services, whereas
the cost of producing software is relatively insignificant. Although our
revenues from software increased from $8,468,000 in the first quarter of 2003 to
$9,230,000 in the first quarter of 2004 and our revenues from services increased
from $12,132,000 in the first quarter of 2003 to $14,636,000 in the first
quarter of 2004, we cannot assure you that the trend of an increase in revenues
from services and a decrease in revenues from software, which we experienced
during the years 2001-2003, will not continue. If this trend continues, our
gross margins and profitability may be adversely affected.
IF WE ARE UNABLE TO ACCURATELY PREDICT AND RESPOND TO MARKET DEVELOPMENTS OR
DEMANDS, OR IF OUR PRODUCTS ARE NOT ACCEPTED IN THE MARKETPLACE, OUR BUSINESS
WILL BE ADVERSELY AFFECTED.
The market for manufacturing process management (MPM) is rapidly evolving.
This makes it difficult to predict demand and market acceptance for our
solutions and products. We cannot guarantee that the market for our solutions
and products will grow or that they will become widely accepted. If the market
for our solutions and products does not develop as quickly as we expect, our
future revenues and profitability will be adversely affected. Changes in
technologies, industry standards, the regulatory environment, client
requirements and new product introductions by existing or future competitors
could render our existing offerings obsolete and unmarketable, or require us to
develop new products. If our solutions and products do not achieve or maintain
market acceptance or if our competitors release new products that achieve
quicker market acceptance, have more advanced features, offer better performance
or are more price competitive, our revenues may not grow and may even decline.
5
WE MAY BE UNABLE TO PARTNER WITH PROVIDERS OF PRODUCT LIFE-CYCLE MANAGEMENT
SOLUTIONS, MANUFACTURING SOLUTIONS AND HARDWARE VENDORS, AND FAILURE TO DO SO
MAY ADVERSELY AFFECT OUR BUSINESS.
Our eMPower solutions and products are part of a broad manufacturing domain
and have to tightly integrate with other information technology systems and
automation equipment. In addition, our eMPower Enterprise Solutions comprise an
integral part of a broad product life-cycle management (PLM) solution.
Accordingly, it is important for us to form joint business arrangements with
manufacturing software and equipment vendors in order to develop new software
products, or to integrate our products with the products of other entities, or
market our products together with the products of other entities. If we are
unable to partner with some or all of those companies, or if the market does not
accept the solutions provided by the companies with which we cooperate, our
sales and revenues may decline.
WE MAY BE UNABLE TO ACHIEVE THE BENEFITS WE ANTICIPATE FROM JOINT SOFTWARE
DEVELOPMENT, MARKETING OR OTHER STRATEGIC ARRANGEMENTS WITH OUR BUSINESS
PARTNERS.
As part of our strategy, we enter into various development or joint
business arrangements to develop new software products, integrate our products
with the products of other entities or market our products together with the
products of other entities. We may distribute ourselves or jointly sell with our
business partners an integrated software product and pay a royalty to the
business partner based on end-user license fees under these joint business
arrangements. The market may reject these integrated products or these
arrangements may not succeed for other reasons. As a result we may not achieve
the revenues we anticipated at the time we entered into the joint arrangement.
OUR SALES MAY DECREASE AS A RESULT OF EVOLVING INDUSTRY STANDARDS AND RAPID
TECHNOLOGICAL CHANGES THAT COULD RESULT IN OUR PRODUCTS BEING NO LONGER IN
DEMAND.
We operate in an industry that is characterized by evolving industry
standards with rapid changes in technology and consumer demand and the
continuing introduction of higher performance products with shorter product life
cycles. If our products become outdated, our sales will likely decrease. Our
operating results will depend on our ability to continue to develop and
introduce new and enhanced products on a timely and cost-effective basis to meet
evolving customer requirements. Since our products are designed to work with
other enterprise-wide programs, they must conform to various technical standards
in order to operate efficiently on an enterprise-wide basis. Successful product
development and introduction depends on numerous factors, including among
others:
o our ability to anticipate market requirements and changes in
technology and industry standards;
o our ability to accurately define new products, and introduce them to
the market; and
o our ability to develop technology that satisfies industry
requirements.
We may not be able to meet these challenges, respond successfully to new
products introduced by competitors, or recover our substantial research and
development expenditures. Our failure to develop and market new products could
result in our current products becoming uncompetitive.
UNDETECTED DEFECTS MAY INCREASE OUR COSTS AND IMPAIR THE MARKET ACCEPTANCE OF
OUR PRODUCTS AND TECHNOLOGY.
Our software products are complex and may contain undetected defects,
particularly when first introduced or when new versions or enhancements are
released. Testing of our products is particularly challenging because it is
difficult to simulate the wide variety of client environments into which our
products are deployed. Our products are frequently critical to our clients'
operations. As a result, our clients and potential clients have a greater
sensitivity to product defects than do clients of software products generally.
Defects may be found in current or future products and versions after the
start of commercial shipment. This could result in:
o a delay or failure of our products to achieve market acceptance;
o adverse client reaction;
o negative publicity and damage to our reputation;
6
o diversion of resources; and
o increased services costs.
Defects could also subject us to legal claims. Although our license
agreements contain limitation of liability provisions, these provisions may not
be sufficient to protect us against these legal claims. The sale and support of
our products may also expose us to product liability claims.
A SIGNIFICANT PERCENTAGE OF OUR REVENUES ARE GENERATED BY SALES TO MANUFACTURERS
OPERATING IN A FEW SPECIFIC INDUSTRIES AND IF ECONOMIC ACTIVITY IN ONE OR MORE
OF THOSE INDUSTRIES SLOWS, OUR REVENUES WILL MOST LIKELY DECREASE.
We sell our products to major electronics, aerospace and automotive
companies and their suppliers and other discrete manufacturing companies.
Therefore, our success in selling our products and services is dependent upon
the level of activity in such industries. If, whether as a result of a general
slowing of local or global economies or otherwise, economic activity in one or
more of our target industries decreases or fails to grow, our revenues will most
likely decrease. For example, since a substantial portion of our revenues is
derived from sales to the automotive industry and since the automotive industry
is traditionally subject to cyclicality, any adverse change in the level of
activity in the automotive industry could materially adversely affect the level
of our revenues, as evidenced in the decrease in revenues to $46.9 million, or
54% of total revenues in 2003, from $47.5 million, or 58% of total revenues, in
2002. Another example is the electronics industry: As a result of the continued
slowdown in the U.S. electronics industry in 2002 and 2003 and the slowdown in
the Asia Pacific electronics industry in 2003, our revenues from the electronics
industry decreased to $18.3 million or 21% of our total revenues in 2003,
compared to $20.4 million or 25% of our total revenues in 2002.
GREATER MARKET ACCEPTANCE OF OUR COMPETITORS' PRODUCTS COULD RESULT IN REDUCED
REVENUES OR GROSS MARGINS.
We compete with other providers of MPM solutions in the automotive,
electronics, aerospace and other manufacturing industries. In addition, as a
result of the consolidation in the product life-cycle management solution
market, we have begun to compete with providers of product life-cycle management
solutions that do not necessarily provide MPM solutions, as we do. A number of
our current competitors, including Dassault Systems S.A., have, and our
prospective competitors may have, competitive advantages in relation to us.
These advantages may include greater technical and financial resources, more
developed marketing and service organizations, greater expertise and broader
customer bases and name recognition than us.
We cannot assure you that competition will not result in price reductions
for our products and services, fewer client orders, reduced gross margins or
loss of market share, any of which could materially adversely affect our
business, financial condition and results of operations.
In addition, as the industry consolidates, newly-consolidated entities
capable of offering broad product life-cycle management solutions may achieve
greater prominence and obtain a competitive advantage in relation to customers
seeking broad solutions. Accordingly, it may become increasingly important for
us to partner with those consolidated entities. If we are unable to partner with
some or all of those companies, or if the market does not accept the solutions
provided by the companies with which we cooperate, our sales and revenues may
decline.
WE RELY ON SOFTWARE FROM THIRD PARTIES. IF WE LOSE THAT SOFTWARE, WE WOULD HAVE
TO SPEND ADDITIONAL CAPITAL TO REDESIGN OUR EXISTING SOFTWARE OR DEVELOP NEW
SOFTWARE.
We integrate various third-party software products as components of our
products. Our business would be disrupted if functional versions of this
software were either no longer available to us or no longer offered to us on
commercially reasonable terms. In either case, we would be required to spend
additional capital to either redesign our software to function with alternate
third-party software or develop these components ourselves. We might be forced
to limit the features available in our current or future product offerings and
the commercial release of our products could be delayed.
WE MAY BE UNABLE TO MAINTAIN OUR SALES, MARKETING AND SUPPORT ORGANIZATIONS,
WHICH MAY HINDER OUR ABILITY TO MEET CUSTOMER DEMANDS.
We sell our products primarily through our direct sales force and support
our clients through our technical and customer support staff. We need to
maintain our direct sales and marketing operations to increase market awareness
and sales of our products. Competition for qualified people may lead to
increased labor and personnel costs. If we do not succeed in retaining our
personnel, in attracting new employees or in replacing employees who leave, our
business could suffer significantly.
7
OUR REVENUE GROWTH MAY DEPEND ON OUR ABILITY TO INCREASINGLY MAKE SALES THROUGH
THIRD PARTIES.
We intend to increase our focus on sales through third parties in 2004 and
onward. If we do not succeed in executing our strategy of increasing our sales
through indirect sales channels, we may be unable to achieve revenue growth.
IF WE ARE UNABLE TO ATTRACT, TRAIN AND RETAIN QUALIFIED PERSONNEL, WE MAY NOT BE
ABLE TO ACHIEVE OUR OBJECTIVES AND OUR BUSINESS COULD BE HARMED.
Our future success depends on our ability to absorb and retain senior
employees and to attract, motivate and retain highly qualified professional
employees. Competition for these employees can be intense, especially in a
number of our key markets and locations, including the United States, Japan and
Germany. The process of locating, training and successfully integrating
qualified personnel into our operations can be lengthy and expensive. We may not
be able to compete effectively for the personnel we need. Any loss of members of
senior management or key technical personnel, or any failure to attract or
retain highly qualified employees as needed, could materially adversely affect
our ability to carry out our business plan.
WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS, WHICH MAY LIMIT
OUR ABILITY TO COMPETE EFFECTIVELY.
Our success and ability to compete are substantially dependent upon our
internally developed technology. Other than our trademarks, most of our
intellectual property consists of proprietary or confidential information that
is not subject to patent or similar protection.
In general, we have relied on a combination of internally developed
technology, trade secret, copyright and trademark law and nondisclosure
agreements to protect our proprietary know-how. Unauthorized third parties may
attempt to copy or obtain and use the technology protected by those rights. Any
infringement of our intellectual property could have a material adverse effect
on our business, financial condition and results of operations. Policing
unauthorized use of our products is difficult and costly, particularly in
countries where the laws may not protect our proprietary rights as fully as in
the United States. Therefore, there can be no assurance that the measures taken
by us to protect our proprietary technologies are or will be sufficient to
prevent misappropriation of our technologies by unauthorized third parties or
independent development of similar products or technologies by others.
Substantial litigation over intellectual property rights exists in the
software industry. In the past, we have been subject to certain software
infringement claims, and we expect that software products may be increasingly
subject to third-party infringement claims as the number of products and
competitors in our industry grows and the functionality of products in different
industry segments overlaps. We believe that many industry participants have
filed or intend to file patent and trademark applications covering aspects of
their technology. We cannot be certain that they will not make a claim of
infringement against us based on our products and technology. Any claims, with
or without merit, could:
o be expensive and time-consuming to defend;
o cause product shipment and installation delays;
o divert management's attention and resources; or
o require us to enter into royalty or licensing agreements to obtain the
right to use a necessary product or component.
Royalty or licensing agreements, if required, may not be available on
acceptable terms, if at all. A successful claim of product infringement against
us and our failure or inability to license the infringed or similar technology
could have a material adverse effect on our business, financial condition and
results of operations.
8
MARKETING AND DISTRIBUTING OUR PRODUCTS OUTSIDE OF NORTH AMERICA EXPOSES US TO
INTERNATIONAL OPERATIONS RISKS THAT WE MAY NOT BE ABLE TO SUCCESSFULLY ADDRESS.
We market and sell our products and services in North America, Europe and
Asia and derive a significant portion of our revenues from customers in Europe
and Asia. We received 71% of our total revenues in 2001, 70% of our total
revenues in 2002 and 67% of our total revenues in 2003 in non-U.S. dollar
currencies from sales to customers located outside of North America. We received
70% of our total revenues in the first quarter of 2003 and 63% of our total
revenues in the first quarter of 2004 in non-U.S. dollar currencies from sales
to customers located outside of North America. Since our financial results are
reported in dollars, decreases in the rate of exchange of non-U.S. dollar
currencies in which we make sales relative to the U.S. dollar will decrease the
U.S. dollar-based reported value of those sales. In 2001 and the first quarter
of 2002, decreases in Euro-U.S. dollar exchange rates adversely affected our
results of operation. In the second, third and fourth quarters of 2002, in 2003
and in the first quarter of 2004, this trend was reversed as the Euro
strengthened compared to the U.S. dollar, which positively affected the results
of our operations. However, we cannot be certain that such trend will continue.
To the extent that decreases in exchange rates are not offset by a reduction in
our costs, they may in the future materially adversely affect our results of
operation. In addition, we have sales and support facilities and offices in many
locations outside of North America, including in Germany, France, Italy, the
United Kingdom, Sweden, the Netherlands, Denmark, Japan, South Korea, Singapore,
Taiwan and China. These operations and our entry into additional international
markets may require significant management attention and financial resources. We
are also subject to a number of risks customary for international operations,
including:
o changing product and service requirements in response to new
regulations and requirements in various markets;
o economic or political changes in international markets;
o greater difficulty in accounts receivable collection and longer
collection periods;
o unexpected changes in regulatory requirements;
o difficulties and costs of staffing and managing foreign operations;
o the uncertainty of protection of intellectual property rights in some
countries; and
o multiple and possibly overlapping tax structures.
ANY FUTURE ACQUISITIONS OF COMPANIES OR TECHNOLOGIES MAY DISTRACT OUR MANAGEMENT
AND DISRUPT OUR BUSINESS. IN ADDITION, THE ISSUANCE BY US OF SECURITIES AS
CONSIDERATION PAYABLE IN SUCH ACQUISITIONS COULD BE DILUTIVE TO OUR EXISTING
SHAREHOLDERS.
One of our strategies is to acquire or make investments in complementary
businesses, technologies, services or products if appropriate opportunities
arise. We have made several acquisitions of companies or the assets of companies
in the past. In September 2003, we acquired substantially all of the assets and
assumed certain liabilities of USDATA Corporation, a Delaware company. We may in
the future engage in discussions and negotiations with companies about our
acquiring or investing in those companies' businesses, products, services or
technologies. We cannot make assurances that we will be able to identify future
suitable acquisition or investment candidates, or if we do identify suitable
candidates that we will be able to make the acquisitions or investments on
commercially acceptable terms or at all. If we acquire or invest in another
company, we could have difficulty assimilating that company's personnel,
operations, technology or products and service offerings into our own. The key
personnel of the acquired company may decide not to work for us. These
difficulties could disrupt our ongoing business, distract our management and
employees, increase our expenses and adversely affect our results of operations.
We may incur indebtedness or issue equity securities, as we have done in the
case of USDATA, to pay for any future acquisitions. The issuance of equity
securities could be dilutive to our existing shareholders. Currently, we do not
have any agreement to enter into any material investment or acquisition
transaction.
THE MARKET PRICE AND VOLUME OF TRADING OF OUR ORDINARY SHARES MAY BE VOLATILE
AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT OR ABOVE THE PRICE YOU PAID, OR
AT ALL.
The market prices of securities of information technology companies have
been extremely volatile, and have experienced fluctuations that have often been
unrelated or disproportionate to the operating performance of those companies.
These broad market fluctuations could adversely affect the market price and
liquidity of our ordinary shares. The market price and volume of trading of our
ordinary shares may fluctuate substantially due to a variety of factors,
including:
o any actual or anticipated fluctuations in our financial condition and
operating results; public announcements concerning us or our
competitors, or the information technology industry; the introduction
or market acceptance of new service offerings by us or our
competitors; changes in security analysts' financial estimates;
o changes in accounting principles;
o sales of our ordinary shares by existing shareholders;
o changes in political, military or economic conditions in Israel and
the Middle East; and
o the loss of any of our key personnel.
9
In the past, securities class action litigation has often been brought
against companies following periods of volatility in the market prices of their
securities. We may be the target of similar litigation in the future. Securities
litigation could result in substantial costs and divert our management's
attention and resources, which could cause serious harm to our business.
OUR EXECUTIVE OFFICERS AND DIRECTORS AND ENTITIES THAT MAY BE DEEMED TO BE
AFFILIATED WITH THEM MAY BE ABLE TO INFLUENCE MATTERS REQUIRING SHAREHOLDER
APPROVAL AND THEY MAY DISAPPROVE ACTIONS THAT YOU VOTE TO APPROVE.
Our executive officers and directors and entities that may be deemed to be
affiliated with some of them beneficially owned approximately 27% of our
outstanding ordinary shares as of May 3, 2004. Except as otherwise disclosed in
Schedules 13D filed by several of our directors and entities affiliated with
some of them, there are no voting or similar agreements among such shareholders.
However, if such shareholders were to act together, they would be able to
significantly influence certain matters requiring approval by our shareholders,
such as the election of directors and the approval of mergers or other business
combination transactions.
RISKA RELATED TO OUR LOCATION IN ISRAEL, OUR TAX STATUS AND
LIMITATIONS ON A CHANGE OF CONTROL
IT MAY BE DIFFICULT TO EFFECT SERVICE OF PROCESS AND ENFORCE JUDGMENTS AGAINST
DIRECTORS, OFFICERS AND EXPERTS IN ISRAEL.
We are incorporated in Israel. Many of our executive officers and directors
are non-residents of the United States, and a substantial portion of our assets
and the assets of these persons are located outside the United States.
Therefore, it may be difficult to enforce a judgment obtained in the United
States against us or any of those persons. It may also be difficult to enforce
civil liabilities under United States federal securities laws in actions
instituted in Israel.
POLITICAL, ECONOMIC AND MILITARY CONDITIONS IN ISRAEL COULD NEGATIVELY IMPACT
OUR BUSINESS.
We are organized under the laws of the State of Israel. Our principal
research and development facility is located in Israel. Although all of our
sales are currently being made to customers outside Israel, and we believe that
we have established additional development and support capabilities in locations
outside Israel, we are influenced by the political, economic and military
conditions affecting Israel.
Since the establishment of the State of Israel in 1948, various armed
conflicts have taken place between Israel and its Arab neighbors or, since
October 2000, the Palestinians, and a state of hostility, which varies in degree
and intensity, has caused security and economic problems in Israel. Any major
hostilities involving Israel or the interruption or curtailment of trade between
Israel and its present trading partners could adversely affect our operations.
We cannot assure you that ongoing or revived hostilities or other events related
to Israel will not have a material adverse effect on us or our business. Several
Arab countries still restrict business with Israeli companies. We could be
adversely affected by restrictive laws or policies directed towards Israel and
Israeli businesses.
Some of our directors, officers and employees are currently obligated to
perform annual reserve duty. Additionally, all such reservists are subject to
being called to active duty at any time under emergency circumstances. While we
have historically operated effectively under these requirements, we cannot
assess the full impact of these requirements on our workforce and business if
conditions should change, and we cannot predict the effect of any expansion or
reduction of these obligations on us.
WE MAY BE ADVERSELY AFFECTED IF THE RATE OF INFLATION IN ISRAEL EXCEEDS THE RATE
OF DEVALUATION OF THE NEW ISRAELI SHEKEL AGAINST THE U.S. DOLLAR.
Our functional currency is the U.S. dollar while a portion of our expenses,
principally salaries and the related personnel expenses, are in new Israeli
shekels, or NIS. As a result, we are exposed to the risk that the rate of
inflation in Israel will exceed the rate of devaluation of the NIS in relation
to the U.S. dollar or that the timing of this devaluation lags behind inflation
in Israel. This would have the effect of increasing the U.S. dollar cost of our
operations. In 1999 and 2000, while the rate of inflation was low, there was a
devaluation of the U.S. dollar against the NIS. In 2001 and 2002, the rate of
devaluation of the NIS against the U.S. dollar exceeded the rate of inflation.
In 2003 and in the first quarter of 2004, there was on the one hand a
devaluation of the U.S. dollar against the NIS and on the other hand a
deflation. We cannot predict any future trends in the rate of
inflation/deflation in Israel or the rate of devaluation of the NIS against the
U.S. dollar. If the U.S. dollar cost of our operations in Israel increases, our
U.S. dollar-measured results of operations will be adversely affected.
10
THE INCENTIVES AVAILABLE TO US FROM THE ISRAEL GOVERNMENT PROGRAMS MAY BE
DISCONTINUED OR REDUCED AT ANY TIME, WHICH WOULD LIKELY INCREASE OUR TAXES
AND/OR OUR NET RESEARCH AND DEVELOPMENT COSTS.
We receive grants from the Government of Israel towards research and
development activities. In addition, we receive certain tax benefits from the
Government of Israel towards our production facilities in Israel. To maintain
our eligibility for these grants and tax benefits we must continue to meet
specified conditions. These grants and tax benefits may restrict our ability to
manufacture particular products or transfer particular technology outside of
Israel. If we fail to comply with these conditions in the future, the grants and
tax benefits received could be canceled and we could be required to refund any
payments previously received under these grants and tax benefits or pay fines.
The Government of Israel has reduced the grants available to us and tax benefits
may be discontinued or reduced in the future. If these grants and tax benefits
are terminated or reduced, our net research and development costs may increase
and we could pay increased taxes in the future, which could decrease our
profits.
OUR UNITED STATES INVESTORS COULD SUFFER ADVERSE TAX CONSEQUENCES IF WE ARE
CHARACTERIZED AS A PASSIVE FOREIGN INVESTMENT COMPANY.
Depending on various factors, we could be characterized, for United States
income tax purposes, as a passive foreign investment company, or PFIC. Such
characterization could result in adverse United States tax consequences to U.S.
Holders (defined as any holder of our ordinary shares that is (i) a citizen or
resident of the United States: (ii) a corporation, or other entity treated as a
corporation for United States federal income tax purposes, created or organized
under the laws of the United States or any state thereof or the District of
Columbia; (iii) an estate the income of which is included in gross income for
United States federal income tax purposes regardless of its source; (iv) a trust
(a) if a United States court is able to exercise primary supervision over its
administration and one or more United States persons have the authority to
control all of its substantial decisions, or (b) the trust has on effect a valid
election to be treated as a United States trust for United States federal income
tax purposes), which consequences may be eliminated or ameliorated by a
qualified electing fund election that is in effect for any year in which we are
a PFIC. Each U.S. Holder will be responsible for making this qualified electing
fund election on such holder's tax return. Failure to make a qualified electing
fund election may cause, among other things, any gain recognized on the sale or
disposition of our ordinary shares to be treated as ordinary income for U.S.
Holders. U.S. Holders should consult their United States tax advisors with
respect to the United States tax consequences of investing in our ordinary
shares, and the benefits of a qualified electing fund election, as applied to
their circumstances. Although we do not believe that we have been a PFIC for any
tax year through and including 2003, we may be deemed to be a PFIC for tax year
2004 as a result of our substantial holdings of cash, cash equivalents and
securities combined with a decline in our share price.
CERTAIN PROVISIONS OF OUR ARTICLES OF ASSOCIATION AND OF ISRAELI LAW, AS WELL AS
AGREEMENTS TO WHICH WE ARE PARTY, COULD DELAY, HINDER OR PREVENT A CHANGE IN OUR
CONTROL.
Our articles of association contain provisions that could make it more
difficult for a third party to acquire control of us, even if that change would
be beneficial to our shareholders. Specifically, our articles of association
provide that our board of directors is divided into three classes, each serving
three-year terms. In addition, certain provisions of the Israeli Companies Law
could also delay or otherwise make more difficult a change in our control. In
addition, under agreements with certain of our shareholders currently holding in
the aggregate approximately 7.21% of our outstanding ordinary shares, standstill
provisions restrict the ability of such shareholders to facilitate a change in
control without our board's approval.
11
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form F-3, as amended,
under the Securities Act, with respect to the securities offered by this
prospectus. However, as is permitted by the rules and regulations of the SEC,
this prospectus, which is part of our registration statement on Form F-3, as
amended, omits certain non-material information, exhibits, schedules and
undertakings set forth in the registration statement. For further information
about us, and the securities offered by this prospectus, please refer to the
registration statement.
We are subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, or the Exchange Act, that are applicable to a foreign private
issuer. In accordance with the Exchange Act, we file reports, including annual
reports on Form 20-F by June 30 of each year. We also furnish to the SEC under
cover of Form 6-K material information required to be made public in Israel,
filed with and made public by any stock exchange or distributed by us to our
shareholders.
The registration statement on Form F-3, as amended, of which this prospectus
forms a part, including the exhibits and schedules thereto, and reports and
other information filed by us with the SEC may be inspected without charge and
copied at prescribed rates at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of this material are also available
by mail from the Public Reference Section of the SEC, at 450 Fifth Street, N.W.,
Washington D.C. 20549, at prescribed rates. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers, such as us, that file
electronically with the SEC (http://www.sec.gov).
As a foreign private issuer, we are exempt from the rules under the Exchange Act
prescribing the furnishing and content of proxy statements to shareholders. In
addition, our officers, directors and principal shareholders are exempt from the
"short-swing profits" reporting and liability provisions contained in Section 16
of the Exchange Act and related Exchange Act rules.
12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with or
submit to it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with or
submitted to the SEC will update and supersede this information. We incorporate
by reference the documents listed below:
(a) Our annual report on Form 20-F for the fiscal year ended December 31,
2003, filed with the SEC on March 31, 2004, as amended pursuant to
Amendment No. 1, filed with the SEC on June 22, 2004 (SEC File No.
21222);
(b) Our current reports on Form 6-K, submitted to the SEC on February 11,
2004, March 4, 2004 (two reports), April 28, 2004 and July 28, 2004;
and
(c) The description of our ordinary shares contained in our registration
statement on Form 8-A (SEC File No. 0-21222), filed with the SEC on
February 19, 1993, and any amendment or report filed for the purpose
of updating such description
In addition, all subsequent annual reports on Form 20-F, Form 40-F or 10-K, and
all of our subsequent filings on Form 10-Q and 8-K filed by us pursuant to the
Exchange Act, prior to the termination of the offering, and any reports on Form
6-K subsequently submitted to the SEC or portions thereof that we specifically
identify in such forms as being incorporated by reference into the registration
statement of which this prospectus forms a part, shall be considered to be
incorporated into this prospectus by reference and shall be considered a part of
this prospectus from the date of filing or submission of such documents.
As you read the above documents, you may find inconsistencies in information
from one document to another. If you find inconsistencies between the documents
and this prospectus, you should rely on the statements made in the most recent
document.
We will deliver to each person (including any beneficial owner) to whom this
prospectus has been delivered a copy of any or all of the information that has
been incorporated by reference into this prospectus but not delivered with this
prospectus. We will provide this information upon written or oral request, and
at no cost to the requester. Requests should be directed to:
Tecnomatix Technologies Ltd.
16 Abba Eban Avenue, Herzlia Pituach
Israel 46120
Tel.: (+972) 9-959-4777
Fax: (+972) 9-954-4402
Attn.: Efrat Safran, Adv.
General Counsel
13
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates historical information and
forward-looking statements within the meaning of the federal securities laws.
Statements looking forward in time are included in this prospectus pursuant to
the "safe harbor" provision of the private securities litigation reform act of
1995. They involve known and unknown risks and uncertainties that may cause our
actual results in future periods to be materially different from any future
performance suggested herein, including all of the risks and uncertainties
discussed under "Risk Factors" and elsewhere in this prospectus. Future events
and actual results could differ materially from those set forth in, contemplated
by or underlying the forward-looking statements and you should therefore not
rely on these forward-looking statements, which are applicable only as of the
date hereof.
We urge you to consider that statements that use the terms "believe," "do not
believe," "expect," "plan," "intend," "estimate," "anticipate," "project" and
similar expressions are intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are based
on assumptions and are subject to risks and uncertainties. Our actual results
may differ materially from the results discussed in forward-looking statements.
Factors that could cause our actual results to differ materially include, but
are not limited to, those discussed above under "Risk Factors", elsewhere in
this prospectus and in the documents we have incorporated by reference.
Except as required by applicable law, including the securities laws of the U.S.,
we do not intend to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise and we disclaim any
obligation to publicly revise any such statements to reflect any change in
expectations or in events, conditions, or circumstances on which any such
statements may be based.
14
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the selling
shareholders in this offering.
SELLING SHAREHOLDERS
The selling shareholders, including their transferees, pledgees, donees or any
of their successors in interest may, from time to time, offer and sell the
ordinary shares covered by this prospectus. The ordinary shares were issued to
the selling shareholders pursuant to the transactions described below.
On September 19, 2003, we acquired substantially all of the assets and assumed
certain liabilities of USDATA Corporation, a provider of production management
products based in Richardson, Texas, pursuant to an asset purchase agreement. As
consideration for the acquired assets, we issued to USDATA 945,807 ordinary
shares, of which 127,748 ordinary shares are currently held in escrow for up to
18 months following the closing under the asset purchase agreement.
Concurrently with the execution of the asset purchase agreement, Tecnomatix
entered into a share purchase agreement, as amended, with SCP Private Equity
Partners II, L.P., the primary stockholder of USDATA, pursuant to which on
September 19, 2003 SCP purchased from Tecnomatix 139,764 ordinary shares for an
aggregate purchase price of $2,000,000.
In connection with the asset purchase agreement and share purchase agreement,
Tecnomatix, USDATA, SCP and certain other entities entered into a registration
rights agreement, under which we are registering for public resale by USDATA and
SCP 957,823 ordinary shares (which number represents the aggregate ordinary
shares issued to them, excluding the 127,748 ordinary shares that are currently
held in escrow). In connection with the closing under the asset purchase
agreement, we entered into a standstill agreement with USDATA. This agreement
restricts, among other things, sales and purchases of ordinary shares by USDATA
and places certain volume limitations on future sales of such ordinary shares by
USDATA. In addition, the share purchase agreement between us and SCP restricts
sales and purchases of ordinary shares by SCP and places certain volume
limitations on future sales of such ordinary shares by SCP.
In accordance with a Plan of Liquidation approved by the stockholders of USDATA,
in December 2003 USDATA transferred all of its assets and liabilities to USDATA
Corporation Liquidating Trust. SCP is the stockholder beneficiary with the
greatest proportion of beneficial interests in the trust's assets.
The following table presents information with respect to the beneficial
ownership of our ordinary shares by each selling shareholder and the number of
ordinary shares that may be offered for sale pursuant to this prospectus by each
such selling shareholder. This information was derived from information included
in a Schedule 13D filed by SCP and USDATA Corporation Liquidation Trust with the
Securities and Exchange Commission on September 15, 2004. The amounts set forth
may have increased or decreased since the date of such filing. Our registration
of these shares does not necessarily mean that the selling shareholders will
sell any or all of the registered shares. Since the selling shareholders may
sell all or part of their ordinary shares, no estimate can be given as to the
number of ordinary shares that will be held by any selling shareholder upon
termination of any offering made hereby.
15
Name and Address of Selling Number of Shares Percent of Outstanding Number of Shares to be
Shareholder Beneficially Owned Prior Shares Prior to the Offered
to the Offering(1) Offering (2)
SCP PRIVATE EQUITY PARTNERS 139,764 1.2% 139,764
II, L.P.
1200 Liberty Ridge Drive,
Suite 300
Wayne, PA 19087
USDATA CORPORATION 818,059(3) 6.8% 818,059
LIQUIDATING TRUST
c/o SCP PRIVATE EQUITY
PARTNERS II, L.P.
1200 Liberty Ridge Drive,
Suite 300
Wayne, PA 19087
(1) Based upon information provided to us by or on behalf of the selling
shareholders, none of the selling shareholders held any ordinary shares other
than those issued by us in the transactions described above.
(2) Based on 12,090,075 ordinary shares outstanding as of June 30, 2004. Such
number excludes 1,956,853 of our ordinary shares held by one of our wholly-owned
subsidiaries.
(3) Excludes 127,748 ordinary shares that are currently held in escrow for up to
18 months following the consummation of the transaction described above and may
be released to Tecnomatix in connection with certain indemnification provisions
set forth in the asset purchase agreement described above. Upon certain dates
until the expiration of the 18-month period, and assuming no claim for
indemnification will be submitted by us to the escrow agent by such dates, all
such 127,748 shares will be released by the escrow agent to USDATA. In addition,
we have been granted a security interest in such 127,748 shares in connection
with the extension by us of a loan in the amount of $400,000 to USDATA. Pursuant
to the terms of such loan, if USDATA does not repay the loan in full in
accordance with the terms of such loan, we will have the right to receive from
the escrow agent, at the time of release of such shares from escrow as provided
above, such number of shares that will have, as of the date of such release, an
aggregate fair market value equal to the amount of the foregoing loan not repaid
to us by USDATA.
PLAN OF DISTRIBUTION
The selling shareholders may sell, directly or through brokers, the ordinary
shares offered hereby in one or more transactions at fixed prices, at market
prices at the time of sale, at varying prices determined at the time of sale or
at negotiated prices, subject to the limitations and restrictions set forth
below.
Although none of the selling shareholders has advised us of the manner in which
such selling shareholder currently intends to sell ordinary shares offered
hereby, the selling shareholders may choose to sell all or a portion (or none)
of such shares from time to time in one or more of the following transactions:
o On any national securities exchange or quotation service on which the
ordinary shares may be listed or quoted at the time of sale, including
the Nasdaq National Market;
o In the over-the-counter market;
o In private transactions;
o Through options or other derivative instruments;
o By pledge to secure debts or other obligations;
o Through block transactions;
o Any other legally available means; or
o A combination of any of the above transactions.
In addition, any securities covered by this prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this prospectus.
Selling shareholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
ordinary shares and deliver the ordinary shares to close out short positions, or
loan or pledge the ordinary shares to broker-dealers that in turn may sell these
securities.
In order to comply with the securities laws of some jurisdictions, if
applicable, the selling shareholders may sell in some jurisdictions through
registered or licensed broker-dealers. If broker-dealers are used in the sale,
unless otherwise indicated in a prospectus supplement with respect to the
securities being offered thereby, the selling shareholders will sell such
securities to the broker-dealers as principals. The broker-dealers may then
resell such securities to the public at varying prices to be determined by such
broker-dealers at the time of resale.
Broker-dealers engaged by the selling shareholders may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. Any profits on the resale of ordinary shares by a broker-dealer
acting as principal might be deemed to be underwriting discounts or commissions
under the Securities Act. Discounts, concessions, commissions and similar
selling expenses, if any, attributable to the sale of shares will be borne by a
selling shareholder. The selling shareholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
shares if liabilities are imposed on that person under the Securities Act.
16
The selling shareholders may from time to time pledge or grant a security
interest in some or all of the ordinary shares owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the ordinary shares from time to time under this
prospectus after we have filed an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list
of selling shareholders to include the pledgee, transferee or other successors
in interest as selling shareholders under this prospectus.
The selling shareholders also may transfer the ordinary shares in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus
and may sell the ordinary shares from time to time under this prospectus after
we have filed an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling
shareholders to include the pledgee, transferee or other successors in interest
as selling shareholders under this prospectus.
In connection with such sales, the selling shareholders and any participating
broker may be deemed to be "underwriters" of the shares within the meaning of
Section 2(11) of the Securities Act, although the offering of these securities
may not be underwritten by a broker-dealer firm. If a selling shareholder
qualifies as an "underwriter" under the Securities Act and the rules and
regulations and interpretations thereunder, such selling shareholder will be
subject to the prospectus delivery requirements of the Act. Such broker-dealers
may receive compensation in the form of underwriting discounts, concessions or
commissions from the selling shareholders. Any such commissions and profits
realized on any resale of the shares might be deemed to be underwriting
discounts and commissions under the Securities Act. Sales in the market may be
made to broker-dealers making a market in the ordinary shares or other
broker-dealers, and such broker-dealers, upon their resale of such securities,
may be deemed to be underwriters in this offering.
SCP has agreed, subject to certain exclusions, not to, directly or indirectly,
transfer, pledge, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, transfer the economic risk of ownership of, loan or otherwise dispose
of, or offer any of the foregoing, any ordinary shares until September 19, 2004.
USDATA has agreed to be subject to the same restrictions until September 19,
2004, except that USDATA is permitted to effect a sale or other transfer of
ordinary shares that complies with the following cumulative conditions:
o The aggregate transfers or sales during any one trading day shall not
exceed the greater of (1) the average number of ordinary shares sold
daily on the stock exchange in which such shares are traded during the
30 trading days ending on the third trading day preceding the date on
which such determination is made; or (2) 25,000 shares;
o the proceeds from each such transfer or sale are intended to be used
solely for, and are in an amount not exceeding, the amount required in
order to fund expenses incurred in connection with, the dissolution of
USDATA, provided that USDATA shall have provided to us, at least 2
business days prior to the proposed transfer or sale, evidence in
reasonable sufficient detail that supports such expenses; and
o the aggregate proceeds received by USDATA from all such transfers and
sales until September 19, 2004 shall not exceed $800,000.
Sales by USDATA pursuant to the above may be made only (i) pursuant to an
exemption from registration under the Securities Act or (ii) pursuant to an
effective registration statement subject to and only up to certain volume
limitations set forth above.
Subject to certain exclusions, until September 19, 2010, the selling
shareholders are subject to certain restrictions in selling ordinary shares to
holders of specified percentages of ordinary shares.
Subject to certain exclusions, between September 19, 2004 and September 19,
2008, the selling shareholders are only permitted to sell or otherwise transfer
in any 90-day period a number of ordinary shares that may not exceed, together
for all the selling shareholders (and stockholders of USDATA that may receive
any such ordinary shares), 2% of the then outstanding ordinary shares entitled
to be voted in the election of directors, which amount shall be allocated among
all such persons in accordance with an agreement among them. Sales by a selling
shareholder pursuant to this paragraph may be made only (i) in compliance with
Sections (e), (f) and (g) of Rule 144, (ii) pursuant to another exemption from
registration under the Securities Act or (iii) pursuant to an effective
registration statement subject to and only up to the volume limitations
specified above.
17
From time to time this prospectus may be supplemented or amended as required by
the Securities Act. During any time when a supplement or amendment is required,
the selling shareholders have agreed not to sell ordinary shares until the
prospectus has been supplemented or amended.
In addition, we agreed to maintain the effectiveness of this registration
statement until the earlier of (i) the date that all of the shares offered
hereby have been sold pursuant to this prospectus, (ii) the expiration of the
holding period that would be applicable to all the shares offered hereby under
Rule 144(k), (iii) the sale to the public of all the shares offered hereby
pursuant to Rule 144, (iv) such time that all the selling shareholders are
eligible to dispose of all of the shares offered hereby under Rule 144 within a
90-day period, but only if such disposition may be made in whole under Rule
144(e)(1)(i), or (v) twenty-four (24) months from the date this registration
statement becomes effective, provided that if at such time the shares offered
hereby constitute more than 7% of our issued and outstanding share capital, such
period will be extended by an additional twelve (12) months.
We will make copies of this prospectus available to the selling shareholders and
have informed the selling shareholders of the need for delivery of a copy of
this prospectus to each purchaser of the ordinary shares prior to or at the time
of such sale.
The aggregate proceeds to the selling shareholders from the sale of the ordinary
shares will be the purchase price of the ordinary shares less any discounts and
commissions, if applicable. A selling shareholder reserves the right to accept
and, together with its agents, to reject, any proposed purchase of ordinary
shares to be made directly or through agents. We will not receive any of the
proceeds from the resale of these securities by the selling shareholders.
If required, the ordinary shares to be sold, the names of the selling
shareholders, the respective purchase prices and public offering prices, the
names of any agent, dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.
The selling shareholders and we have agreed to indemnify each other and our
respective controlling persons against certain liabilities in connection with
the offer and sale of the ordinary shares, including liabilities under the
Securities Act. We have also agreed to reimburse the selling shareholders for
legal and other expenses reasonably incurred in connection with investigating or
defending any action relating to such statements or omissions that result in the
selling shareholders becoming entitled to such indemnification.
We will pay the expenses incident to the registration of the ordinary shares,
except that the selling shareholders will pay all underwriting discounts,
commissions or fees attributable to the sale of the securities and will pay the
costs of their own counsel.
Each selling shareholder and any other persons participating in a distribution
of securities will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Regulation
M, which may restrict certain activities of, and limit the timing of purchases
and sales of securities by, the selling shareholders and other persons
participating in a distribution of securities. Furthermore, under Regulation M,
persons engaged in a distribution of securities are prohibited from
simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distribution, subject to specified exceptions or
exemptions. All of the foregoing may affect the marketability of the securities
offered hereby.
18
VALIDITY OF SECURITIES
The validity of the ordinary shares will be passed upon for us by Meitar
Liquornik Geva & Leshem Brandwein, our Israeli counsel.
EXPERTS
The consolidated financial statements of the Company as of December 31, 2003 and
2002, and for each year in the three-year period ended December 31, 2003,
included in the Company's Annual Report on Form 20-F for the year ended December
31, 2003, as amended pursuant to Amendment No. 1, filed with the Securities and
Exchange Commission on June 22, 2004, and incorporated by reference in this
prospectus and Registration Statement, have been audited by Brightman Almagor &
Co., a member of Deloitte Touche Tohmatsu, as set forth in their report thereon
incorporated by reference elsewhere herein which, as to the years 2003, 2002 and
2001, is based in part on the reports of other auditors. The financial
statements referred to above are included in reliance on such reports given on
the authority of such firms as experts in auditing and accounting. The
consolidated financial statements of Tecnomatix Technologies, Inc. and
subsidiaries for each of the years in the three year period ended December
31,2003 and of USDATA Corporation and subsidiaries as of December 31, 2002 and
for each of the years in the three year period ended December 31, 2002 (which
USDATA Corporation consolidated financial statements are presented separately in
the Company's Annual Report on Form 20-F for the year ended December 31, 2003,
as amended pursuant to Amendment No. 1, filed with the Securities and Exchange
Commission on June 22, 2004) have been audited by KPMG LLP whose reports thereon
have also been incorporated by reference in this registration statement, as
amended, upon the authority of said firm as experts in auditing and accounting.
The audit reports related to Tecnomatix Technologies, Inc. and subsidiaries for
the years ended December 31, 2003 and 2002, refer to changes in the estimated
useful lives of certain capitalized software development costs in 2002 and
changes in accounting for intangible assets as of January 1, 2002.
19
ENFORCEABILITY OF CIVIL LIABILITIES
We have been informed by our legal counsel in Israel, Meitar Liquornik Geva &
Leshem Brandwein, that there is doubt concerning the enforceability of civil
liabilities under the Securities Act and the Exchange Act in original actions
instituted in Israel. However, subject to specified time limitations, Israeli
courts may enforce a United States final executory judgment in a civil matter,
including a monetary or compensatory judgment in a non-civil matter, obtained
after due process before a court of competent jurisdiction according to the laws
of the state in which the judgment is given and the rules of private
international law currently prevailing in Israel. The rules of private
international law currently prevailing in Israel do not prohibit the enforcement
of a judgment by Israeli courts provided that:
o the judgment is enforceable in the state in which it was given;
o adequate service of process has been effected and the defendant has
had a reasonable opportunity to present his arguments and evidence;
o the judgment and the enforcement of the judgment are not contrary to
the law, public policy, security or sovereignty of the state of
Israel;
o the judgment was not obtained by fraud and does not conflict with any
other valid judgment in the same matter between the same parties; and
o an action between the same parties in the same matter is not pending
in any Israeli court at the time the lawsuit is instituted in the
foreign court.
We have irrevocably appointed Tecnomatix Technologies, Inc. as our agent to
receive service of process in any action against us in any federal court or
court of the State of New York arising out of this offering or any purchase or
sale of securities in connection with this offering.
If a foreign judgment is enforced by an Israeli court, it generally will be
payable in Israeli currency, which can then be converted into non-Israeli
currency and transferred out of Israel. The usual practice in an action before
an Israeli court to recover an amount in a non-Israeli currency is for the
Israeli court to issue a judgment for the equivalent amount in Israeli currency
at the rate of exchange in force on the date of the judgment, but the judgment
debtor may make payment in foreign currency. Pending collection, the amount of
the judgment of an Israeli court stated in Israeli currency ordinarily will be
linked to the Israeli consumer price index plus interest at an annual statutory
rate set by Israeli regulations prevailing at the time. Judgment creditors must
bear the risk of unfavorable exchange rates.
20
TECNOMATIX TECHNOLOGIES LTD.
UP TO 957,823 ORDINARY SHARES
PROSPECTUS
- --------------------------------------------------------------------------------
21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our articles of association provide that we shall be entitled to undertake in
advance to indemnify an officer or director of ours, provided that the
undertaking is restricted to the events of a kind which our board of directors
may anticipate at the time it makes such undertaking at an amount which the
board of directors determines is reasonable under the circumstances. In
addition, we can indemnify an officer or director for specific occurrences
retroactively.
Our articles of association further provide that we may indemnify our officers
and directors for the following liabilities or expenses that they may incur as a
result of an action taken in their capacity as officers or directors:
1. Any monetary obligation imposed on an officer or director in favor of
a third party pursuant to a judgment, including a compromise judgment
given in a settlement or a judgment of an arbitrator, approved by the
court.
2. Reasonable litigation expenses, including legal fees, incurred by an
officer or director, or as ordered to pay by a court:
(a) within the framework of proceedings filed against an officer or
director by us or on our behalf or by a third party, or
(b) in a criminal proceeding in which an officer or director was
acquitted, or
(c) in a criminal proceeding in which an officer or director was
convicted of a felony which does not require a proof of criminal
intent.
In no event may we indemnify an officer or director for:
1. a breach of the director or officer's duty of loyalty toward us,
unless the officer or director acted in good faith and had reasonable
grounds to assume that the action would not prejudice our interests;
2. an intentional or reckless breach of the director or officer's duty of
care;
3. an intentional act which was made to unlawfully yield a personal
profit; or
4. a criminal fine or penalty.
We have a liability insurance policy insuring our directors and officers and any
obligations that we may have to indemnify them, in respect of certain matters
permitted by the Israeli Companies Law.
22
ITEM 9. EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
4.2 * Form of share certificate.
5.1 Opinion of Meitar Liquornik Geva & Leshem Brandwein, Israeli counsel for
Tecnomatix, as to the validity of the ordinary shares.
23.1 Consent of Meitar Liquornik Geva & Leshem Brandwein (included in Exhibit
5.1).
23.2 Consent of Brightman Almagor & Co., a member of Deloitte Touche Tohmatsu,
as independent auditors of Tecnomatix Technologies Ltd.
23.3 Consent of KPMG LLP, as independent auditors of Tecnomatix Technologies,
Inc.
23.4 Consent of KPMG LLP, as independent auditors of USDATA Corporation.
24.1 Power of Attorney (included on signature page).
* Previously filed as an exhibit to our Registration Statement on Form
F-1, File No. 33-56152, and incorporated by reference herein.
ITEM 10. 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 Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) To file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A of Form
20-F at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
l5(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
23
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section l5(d) of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to the directors, officers and
controlling persons of the registrant pursuant to the provisions
described under "Item 8. Indemnification of Directors and Officers"
above, or otherwise, the registrants 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, the
registrant will, unless in the opinion of our 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.
24
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 amended
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Herzlia, in the State of Israel, on September
20, 2004.
TECNOMATIX TECHNOLOGIES LTD.
BY: /s/ Jaron Lotan
-------------------
NAME: Jaron Lotan
TITLE: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Jaron Lotan and Oren Steinberg, and each of them,
his or her true and lawful attorneys-in-fact and agents with full power of
substitution and re-substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to (i) act on, sign and file with the
Securities and Exchange Commission any and all amendments (including
post-effective amendments) to this Registration Statement, together with all
schedules and exhibits thereto, and any subsequent registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on, sign and file any supplement
to any prospectus filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jaron Lotan President and Chief Executive Officer September 20, 2004
- ------------------------------- (Principal Executive Officer)
Jaron Lotan
/s/ Oren Steinberg Chief Financial Officer and Executive VP September 20, 2004
- ------------------------------- (Principal Financial and Accounting Officer)
Oren Steinberg
* Chairman of the Board of Directors September 20, 2004
- -------------------------------
Harel Beit-On
* Vice Chairman of the Board of Directors September 20, 2004
- -------------------------------
Shlomo Dovrat
SIGNATURE TITLE DATE
--------- ----- ----
* Director September 20, 2004
- -------------------------------
Kenneth J. Bialkin
* Director September 20, 2004
- -------------------------------
Gerald B. Cramer
* Director September 20, 2004
- ------------------------------
Aharon Dovrat
* Director September 20, 2004
- -------------------------------
Yaron Eitan
* Director September 20, 2004
- ------------------------------
Talia Livni
* Director September 20, 2004
- ------------------------------
Avi Zeevi
AUTHORIZED REPRESENTATIVE IN THE U.S.:
TECNOMATIX TECHNOLOGIES, INC.
BY: *
- ------------------------------
NAME: Dave Chambliss
TITLE: President and General Manager
DATE: September 20, 2004
* By: /s/ Oren Steinberg
----------------------
Oren Steinberg
Attorney-in-Fact