AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 2007
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.)
Beit Armagad
32 Shaham Street
Kiryat Matalon, Petach Tikva, Israel 49170
011-972-3-9277227
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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2003 Israeli Share and Option Plan
as amended as of August 27, 2007
(FULL TITLE OF PLAN)
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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)
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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
Title of Each Class of Amount to be Maximum Offering Maximum Aggregate Amount of
Securities to be Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee(2)
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Ordinary Shares, NIS 0.04 par value 237,500 $ 0.9153 (2) 217,384 $ 24
(1) This Registration Statement shall also cover any additional ordinary
shares which become issuable under the 2003 Israeli Share and Option Plan as
amended as of August 27, 2007 (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) The registration fee is based upon the average of the high and low
prices of the shares of Common Stock as reported on the Nasdaq Capital Market on
September 18, 2007, as prescribed by Rule 457(c).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "COMMISSION"), the documents containing the information called
for in Part I of Form S-8 were sent or given to individuals who participate in
the 2000 Employee Share Option Plan, as amended (the "PLAN") adopted by
Healthcare Technologies Ltd. (the "COMPANY" or the "REGISTRANT"), and are not
being filed with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Registrant with the
Commission, are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2006 filed with the Commission on June 28, 2007; and
(b) 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).
In addition to the foregoing, unless otherwise stated herein, all documents
subsequently filed with the Commission by the Company pursuant to Sections
13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") (except for certifications pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes Oxley Act) and to the extent, if
at all, designated therein, certain reports on Form 6-K furnished by us prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing or furnishing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this document will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this document or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this document modifies or supersedes such statement. Any such
statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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: Eran Rotem, Tel. No. 972-3-9277232.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
According to the Company's Articles of Association, as amended in December
2003, the Company may, subject to the provisions of the Israeli Companies Law,
and certain qualifications set forth in the Company's Articles:
(i) Undertake in advance to exempt any Office Holder (as such term is defined
in the Companies Law), from such Office Holder's responsibility or
liability for damages caused to the Company due to any breach of such
Office Holder's duty of care towards the Company.
(ii) Indemnify any Office Holder to the fullest extent permitted by the
Companies Law.
(iii) Resolve retroactively to indemnify an Office Holder with respect to
certain monetary liabilities imposed on an Office Holder pursuant to a
judgment and certain reasonable legal expenses incurred by the Office
Holder, provided that such liabilities or expenses were incurred by such
Office Holder in such Office Holder's capacity as an Office Holder of the
Company.
(iv) Undertake, in advance to indemnify a Company's Office Holder for the
foreseeable liabilities and expenses described in section (iii) above up to
a maximum amount set by the board of directors.
(v) Enter into an agreement to insure an Office Holder for any liability that
may be imposed on such Office Holder in connection with an act performed by
such Officer Holder in such Office Holder's capacity, with respect to (i) a
violation of the duty of care of the Office Holder; (ii) a breach of the
fiduciary duty of the Office Holder; and (iii) a financial obligation
imposed on the Office Holder for the benefit of another person.
The Company may, moreover, procure insurance for or indemnify any person who is
not an Office Holder, including without limitation, any employee, agent,
consultant or contractor, provided, however, that any such insurance or
indemnification is in accordance with the provisions of the Articles and the
Companies Law.
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.
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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
5.1* Opinion of Yigal Arnon & Co.
10.1* Healthcare Technologies Ltd - 2003 Israeli Share and Option
Plan as amended as of August 27, 2007.
23.1* Consent of Kost Forer Gabbay & Kasierer, a member of
Ernst & Young Global, Independent Registered Public
Accounting Firm
23.3* Consent of Yigal Arnon & Co. (included in Exhibit 5.1)*
24* Power of Attorney (included in the signature page)
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* Filed herewith.
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:
(A) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "SECURITIES ACT");
(B) 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 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(C) 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 (1)(i)(A) and (1)(i)(B) do not apply if
the information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement..
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(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 Securities 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 Securities
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 Securities
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.
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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 this Registration Statement on Form S-8 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 19th day of September, 2007.
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 September 19, 2007
Directors and Director
/s/ Moshe Reuveni
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Mr. Moshe Reuveni Chief Executive Officer September 19, 2007
and Director (Principal
Executive Officer)
/s/ Eran Rotem
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Mr. Eran Rotem, CPA Chief Financial Officer September 19, 2007
(Principal Financial
and Accounting Officer)
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/s/ Yacob Ofer
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Mr. Yacob Ofer Director September 19, 2007
/s/ Rolando Eisen
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Mr. Rolando Eisen Director September 19, 2007
/s/ Samuel Penchas
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Mr. Samuel Penchas Director September 19, 2007
/s/ Israel Amir
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Mr. Israel Amir Director September 19, 2007
/s/ Varda Rotter
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Prof. Varda Rotter Director September 19, 2007
/s/ Elan Penn
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Mr. Elan Penn Director September 19, 2007
/s/ Luly Gurevitch
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Mr. Luly Gurevitch Director September 19, 2007
Authorized Representative in the
United States:
Phillips Nizer LLP
By: /s/ Brian Brodrick
- ---------------------- September 19, 2007
Brian Brodrick, Esq.,
Partner
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EXHIBIT INDEX
EXHIBIT
NOS. DESCRIPTION OF EXHIBITS PAGE NO.
5.1 Opinion of Yigal Arnon & Co
10.1 Healthcare Technologies ltd - 2003 Israeli Share
and Option Plan as amended as of august 27, 2007
23.1 Consent of Kost Forer Gabbay & Kasierer, a member
of Ernst & Young Global, Independent Registered Public
Accounting Firm
23.3 Consent of Yigal Arnon & Co (included in Exhibit 5.1)*
24 Power of Attorney (included in the signature page)
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