SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ORCKIT COMMUNICATIONS LTD.
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(Translation of Registrants name into English)
Israel Not Applicable
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
126 Yigal Allon Street, Tel Aviv, Israel 67448
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act
effective pursuant to General and is effective pursuant to
Instruction A.(c), please check General Instruction A.(d),
the following box. please check the following
box. [x]
Securities Act registration statement file number to which this form relates:
Not Applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered Name of each exchange on which
each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Ordinary Share Bonus Rights
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
Orckit Communications Ltd. (the "Company") has entered into Amendment
No. 1 (the "Amendment"), dated as of February 27, 2003, to its Bonus Rights
Agreement (the "Rights Agreement"), dated as of November 20, 2001, between the
Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent"). In connection with the grants to Eric Paneth, the Company's
Chief Executive Officer and a director, and Izhak Tamir, the Company's President
and a director, of share purchase rights, each to purchase up to 140,000
ordinary shares from the Company, at any time or from time to time in one or
more purchases, until February 2005, the Company's Board of Directors approved
an amendment to the Rights Agreement to provide that the beneficial ownership of
the Company's ordinary shares held by Mr. Paneth or Mr. Tamir will not trigger
the rights under the Rights Agreement. Accordingly, the Amendment excludes from
the definition of "Acquiring Person" each of Eric Paneth and Izhak Tamir.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, which is attached as an exhibit
hereto and incorporated herein by reference.
Item 2. Exhibits
1.2 Amendment No. 1, dated as of February 27, 2003, to the Bonus Rights
Agreement, dated as of November 20, 2001, between the Registrant and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agreement").
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ORCKIT COMMUNICATIONS LTD.
By: /s/ Aviv Boim
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Aviv Boim
Chief Financial Officer
Date: June 24, 2003
AMENDMENT NO. 1 TO BONUS RIGHTS AGREEMENT
Amendment No. 1, dated as of February 27, 2003 (this "Amendment"), to the
Bonus Rights Agreement, dated as of November 20, 2001 (the "Rights Agreement"),
between Orckit Communications Ltd., an Israeli corporation (the "Company"),
and American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent").
W I T N E S S E T H:
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WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company has approved the grants to Eric Paneth,
the Company's Chief Executive Officer and a director, and Izhak Tamir, the
Company's President and a director, of share purchase rights, each to purchase
up to 140,000 ordinary shares from the Company, at any time or from time to time
in one or more purchases, until February 2005;
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 26 of the Rights Agreement to provide that
the beneficial ownership of the Company's ordinary shares held by Mr. Paneth or
Mr. Tamir will not trigger the Rights under the Rights Agreement; and
WHEREAS, the Audit Committee of the Board of Directors and the Board of
Directors of the Company have approved this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following at the end thereof:
"Notwithstanding the foregoing, neither Izhak Tamir nor Eric
Paneth, alone or together, including without limitation,
together with their respective Affiliates and Associates,
shall be deemed to be an "Acquiring Person"."
2. The foregoing amendment shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and year first above written.
ORCKIT COMMUNICATIONS LTD.
By: /s/Aviv Boim
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Name: Aviv Boim
Title: Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President