State of Israel
|
|
|
Not Applicable
|
|
(State or Other Jurisdiction
of Incorporation or
Organization)
|
|
|
(I.R.S. Employer
Identification No.)
|
Steven J. Glusband, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY 10005
Tel: 212-238-8605
Fax: 212-732-3232
|
Alon Mualem , CFO
Eli Yaffe, CEO
20 Ben Zion Gelis Street,
Sgoola Industrial Zone,
Petach Tikva 4927920, Israel
Tel: +972-3-9395025
Fax: +972-3- 9342584
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Title of securities to be registered
|
Amount to be registered (1)
|
Proposed maximum offering price per share
|
Proposed maximum aggregate offering price
|
Amount of registration fee (2)
|
||||||||||||
Ordinary Shares, par value NIS 3.00 per share
|
376,482
|
(3)
|
$
|
3.50
|
(4)
|
$
|
1,317,687
|
$
|
159.70
|
|||||||
Ordinary Shares, par value NIS 3.00 per share
|
75,066
|
(5)
|
$
|
4.17
|
$
|
313,025
|
$
|
37.94
|
||||||||
Ordinary Shares, par value NIS 3.00 per share
|
12,952
|
(5)
|
$
|
2.69
|
$
|
34,841
|
$
|
4.22
|
||||||||
Ordinary Shares, par value NIS 3.00 per share
|
35,500
|
(5)
|
$
|
6.38
|
$
|
226,490
|
$
|
27.45
|
(1) |
In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of the Registrant’s ordinary shares, par value NIS 3.00 per share (the “Ordinary
Shares”) that may be offered or issued pursuant to the 2018 Share Incentive Plan by reason of stock splits, stock dividends or similar transactions.
|
(2) |
Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: proposed maximum aggregate offering price multiplied by 0.0001212.
|
(3) |
Issuable under options and other share incentive awards, including additional issuances pursuant to the Registrant’s rights offering, that may be granted in the future under the 2018 Share Incentive Plan.
|
(4) |
Pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended, the proposed maximum offering price per share is calculated based on the average
of the daily high and low sale prices ($3.75 and $ 3.25) of the
Ordinary Shares, as quoted on the NASDAQ Capital Market on September 23, 2019.
|
(5) |
Issuable under options previously granted under the Registrant’s 2018 Share Incentive Plan.
|
(6) |
Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, in the case of Ordinary Shares purchasable upon exercise of outstanding options, the proposed maximum offering price is the weighted average exercise price
per share of the outstanding options granted pursuant to the 2018 Share Incentive Plan.
|
PART I
|
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
|
(a)
|
The Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2018;
|
(b)
|
The Registrant's Reports on Form 6-K furnished to the Commission on May 29, 2019 (financial results only), August 14, 2019 and September 4, 2019 (financial results only);
|
(c)
|
The Registrant’s Registration Statement on Form F-3 effective on August 20, 2019; and
|
(d)
|
The description of the Registrant's ordinary shares contained in the Registrant's Annual Report on Form 20-F for the year ended December 31, 2018.
|
•
|
a monetary obligation imposed on the office holder in favor of another person pursuant to a judgment, including a judgment given in settlement or an arbitrator's award that has been approved by a court;
|
•
|
reasonable litigation expenses, including advocates’ professional fees, incurred by the office holder pursuant to an investigation or a proceeding commenced against the office holder by a competent authority and
that was terminated without an indictment and without having a monetary charge imposed on the office holder in exchange for a criminal procedure (as such terms are defined in the Israeli Companies Law), or that was terminated without an
indictment but with a monetary charge imposed on the office holder in exchange for a criminal procedure in a crime that does not require proof of criminal intent or in connection with a financial sanction;
|
•
|
reasonable litigation expenses, including advocates’ professional fees, incurred by the office holder or which the office holder is ordered to pay by a court, in proceedings filed against the office holder by the
company or on its behalf or by another person, or in a criminal indictment in which the office holder is acquitted, or in a criminal indictment in which the office holder is convicted of an offence that does not require proof of criminal
intent;
|
•
|
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder as a result of a proceeding instituted against such office holder in relation to (A) infringements that may result
in imposition of financial sanction pursuant to the provisions of Chapter H'3 under the Israeli Securities Law or (B) administrative infringements pursuant to the provisions of Chapter H'4 under the Israeli Securities Law or (C) infringements
pursuant to the provisions of Chapter I'1 under the Israeli Securities Law; and
|
•
|
payments to an injured party of infringement under Section 52ND(a)(1)(a) of the Israeli Securities Law.
|
Item 8. EXHIBITS.
|
|
Exhibit No.
|
|||
(1) |
Filed as Exhibit 1.1 to our registration statement on Form F-1, registration number 333- 229740, as amended, and incorporated herein by reference.
|
(2) |
Included in Exhibit 99.1 to our Report of Foreign Issuer on Form 6-K filed on September 12, 2013 and incorporated herein by reference.
|
ELTEK LTD.
|
|||
By:
|
/s/ Eli Yaffe
|
||
Name:
|
Eli Yaffe
|
||
Title:
|
Chief Executive Officer
|
Signature
|
Title
|
/s/ Eli Yaffe
|
Chief Executive Officer
(Principal Executive Officer) |
Eli Yaffe
|
|
/s/ Alon Mualem
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
Alon Mualem
|
|
/s/ Yitzhak Nissan
|
Chairman of the Board
|
Yitzhak Nissan
|
|
/s/ Mordechai Marmorstein
|
Director
|
Mordechai Marmorstein
|
|
/s/ David Rubner
|
Director
|
David Rubner
|
|
/s/ Erez Meltzer
|
Director
|
Erez Meltzer
|
|
/s/ Gad Dovev
|
External Director
|
Gad Dovev
|
|
/s/ Ilana Lurie
|
External Director
|
Ilana Lurie
|
|
ELTEK USA, INC.
|
Authorized Representative in the United States
|
|
By:
|
/s/ Eli Yaffe
|
|
Name: Eli Yaffe
|
||
Title: Authorized Signatory
|