As filed with the Securities and Exchange Commission on September 4, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
KOOR INDUSTRIES LTD.
(Exact Name of Registrant as Specified in Its Charter)
Israel Inapplicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
__________________________
Telrad Building
14 Hamelacha Street
Park Afek
Rosh Ha'ayin, Israel 48091
(Address of Principal Executive Offices) (Zip Code)
__________________________
Koor Industries Ltd. Option Plan for Officers and Employees for the Year 2003
(Full Title of the Plan)
__________________________
Elisra Inc.
25th Floor
10E 53rd Street
New York, New York 10022
United States
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
___________________
Copy to:
David J. Goldschmidt, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036-6522
(212) 735-3000
__________________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered(1) Registered(2) Per Share(2) Offering Price(2) Registration Fee
--------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par value NIS
0.001 per share ("Ordinary
Shares")........................ 1,200,000 $21.55 $25,860,000.00 $2,092.07
====================================================================================================================
(1) American Depositary Receipts evidencing American Depositary Shares
("ADSs") issuable on deposit of the Ordinary Shares registered hereby,
each ADS representing 0.20 Ordinary Shares, have been registered pursuant
to a separate Registration Statement on Form F-6 (Registration No.
333-97758)
(2) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers
such indeterminate number of Ordinary Shares as may be offered or issued
to prevent dilution resulting from stock splits, stock dividends, or
similar transactions pursuant to the terms of the Koor Industries Ltd.
Option Plan for Officers and Employees for the Year 2003 (the "Plan").
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, based on the
price at which options under the Plan may be exercised.
===============================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement. Pursuant
to Rule 428(b)(1) of the Securities Act, the Registrant, Koor Industries Ltd.,
a company organized under the laws of the State of Israel ("Koor"), will
provide to the respective participants in the Koor Industries Ltd. Option Plan
for Officers and Employees for the Year 2003 (the "Plan") the required
information with respect to the Plan.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request by a participant in the Plan, Koor will
provide without charge any of the documents incorporated by reference in Item
3 of Part II of this Registration Statement (which documents are incorporated
by reference into the Section 10(a) prospectus) and any documents required to
be delivered to participants pursuant to Rule 428(b) of the Securities Act.
All such written or oral requests for documents or information should be
directed to Koor Industries Ltd. at Telrad Building, 14 Hamelacha Street, Park
Afek, Rosh Ha'ayin, Israel 48091, Attention: Adv. Shlomo Heller, Corporate
Secretary, telephone: +972-3-900-8420.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "Commission") allows us
to "incorporate by reference" information into this prospectus. This means
that we can disclose important information to you by referring you to another
document filed by us with the Commission. Any information referenced this way
is considered part of this prospectus, and any information that we file after
the date of this prospectus with the Commission will automatically update and
supersede this information. We incorporate by reference into this prospectus
the following documents:
o Our annual report on Form 20-F for the year ended December 31,
2002 filed with the Commission on July 15, 2003;
o Our current reports on Form 6-K furnished to the Commission on
July 28, 2003, August 11, 2003, August 28, 2003 and September
3, 2003; and
o The descriptions of our ADSs and our Ordinary Shares contained
in our registration statement on Form 8-A (Registration No.
1-09178), filed with the Commission on October 6, 1995, and any
amendment or report filed for the purpose of updating such
descriptions.
In addition, any future filings made by us with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this prospectus and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, and any
future reports on Form 6-K furnished by us to the Commission during such
period or portions thereof that are identified in such forms as being
incorporated into this registration statement, shall be considered to be
incorporated in this registration statement by reference and shall be
considered a part of this registration statement from the date of filing of
such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers
Under the new Israeli Companies Law, 5739-1999 (the "Companies Law")
an Israeli company may not exempt an office holder from liability with respect
to a breach of his duty of loyalty, but may exempt in advance an office holder
from his liability to the company, in whole or in part, with respect to a
breach of his duty of care.
Under the Companies Law, a company may not indemnify an office
holder, absolve him from liability towards the company, nor enter into an
insurance contract which would provide coverage for any monetary liability
incurred as a result of, any one of the following:
o a breach by the office holder of his duty of loyalty unless the
office holder acted in good faith and had a reasonable basis to
believe that the act would not prejudice the company; or
o a breach by the office holder of his duty of care if such
breach was done intentionally or in disregard of the
circumstances of the breach or its consequences; or
o any act or omission done with the intent to derive an illegal
personal gain; or
o any fine or ransom levied against the office holder.
Office Holder Insurance
Our articles of association provide that, subject to the provisions
of the Companies Law, we may enter into a contract for the insurance of the
liability of any of our office holders with respect to:
o a breach of a duty of care to us or to another person;
o a breach of a duty of trust to us, provided that the office
holder acted in good faith and had reasonable grounds to
presume that his action would not harm our interests; or
o a financial obligation imposed upon him in favor of another
person.
Indemnification of Office Holders
Our articles of association provide that, to the extent permitted by
the Companies Law, we may indemnify and undertake to indemnify an office
holder in full or in part, for an obligation or expense imposed on him as a
result of an action performed in his capacity as an office holder, as set out
below:
o a financial obligation imposed on him in favor of another
person pursuant to a judgment, including a judgment given in a
settlement or arbitration decision approved by the court; and
o reasonable litigation expenses, including lawyer's fees
requited by the office holder or imposed on him by a court, in
a proceeding submitted against him by or on our behalf or by
another person, or in a criminal indictment in which he was
acquitted, or a criminal indictment in which he was convicted
of an offense not requiring proof of criminal intent.
Our articles of association also include:
o a provision authorizing us to give an advance undertaking to
indemnify an office holder, provided that the undertaking is
limited to types of events which, in the opinion of the board
of directors, are foreseeable in advance at the time the
undertaking to indemnify is given, and in an amount which the
board of directors has determined is a reasonable amount under
the circumstances, on condition that the amount paid for one
set of events shall not exceed 25% of our equity according to
the latest financial statements - annual or quarterly - as
published near the date of payment of the indemnification;
o a provision authorizing us to retroactively indemnify an office
holder; and
o a provision authorizing us to enter into an insurance contract,
to exempt in advance, indemnify or undertake in advance to
indemnify persons who are not office holders, including our
employees, contractors or consultants who are not office
holders.
The Companies Law defines an office holder to include a director,
managing director, chief business manager, executive vice president, vice
president, other manager directly subordinate to the managing director and any
other person assuming the responsibilities of the foregoing positions without
regard to such person's title.
Required Approvals
In addition, under the Companies Law, indemnification of, and
procurement of insurance coverage for, our office holders must be approved by
our audit committee and our board of directors and, in specified
circumstances, by our shareholders.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Specimen certificate for the Ordinary Shares.*
5.1 Opinion of Herzog, Fox & Neeman regarding the legality of the
Ordinary Shares.**
23.1 Consent of Somekh Chaikin, a member of KPMG International.**
23.2 Consent of Herzog, Fox & Neeman (contained in Exhibit 5.1).**
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).**
99.1 Koor Industries Ltd. Option Plan for Officers and Employees for
the Year 2003.**
_______________
* Incorporated by reference to Koor's Registration Statement on
Form F-1 (Registration No. 333-97732) filed with the Commission
on October 3, 1995.
** Filed herewith.
Item 9. 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;
(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 and 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 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to
such information in this 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 Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(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.
(b) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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, 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing 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 Rosh Ha'ayin, Israel, on the 31st
day of August, 2003.
KOOR INDUSTRIES LTD.
By: /s/ Jonathan B. Kolber
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Name: Jonathan B. Kolber
Title: Chief Executive Officer
By: /s/ Yuval Yanai
------------------------------
Name: Yuval Yanai
Title: Chief Financial Officer
By: /s/ Eyal Broder
------------------------------
Name: Eyal Broder
Title: Principal Accounting Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Jonathan B. Kolber and Yuval
Yanai as such individual's true and lawful attorneys-in-fact and agent, with
full power of substitution, resubstitution and revocation, for such individual
and in the individual's name, place and stead, in any and all capacities, to
sign on such individual's behalf, individually and in each capacity stated
below, any and all amendments (including post-effective amendments) to this
registration statement and all additional registration statements relating to
the same offering of securities as this registration statement that are filed
pursuant to Rule 462(b) of the Securities Act, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, and each of them,
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 and 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 any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
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Charles R. Bronfman Chairman of the Board of Directors August , 2003
------------------------
Rolando Eisen Member of the Board of Directors August , 2003
/s/ Paulette Eitan
------------------------
Paulette Eitan Member of the Board of Directors August 31, 2003
/s/ Ron Feinstein
-------------------------
Ron Feinstein Member of the Board of Directors August 31, 2003
--------------------------
Andrew Hauptman Member of the Board of Directors August , 2003
/s/ Eli Hurwitz
--------------------------
Eli Hurwitz Member of the Board of Directors August 31, 2003
/s/ Chemi Peres
--------------------------
Chemi Peres Member of the Board of Directors August 31, 2003
/s/ David Rubner
---------------------------
David Rubner Member of the Board of Directors August 31, 2003
/s/ Gabriela Shalev
----------------------------
Prof. Gabriela Shalev Member of the Board of Directors August 31, 2003
Authorized Representative in the United States:
ELISRA INC.
By: /s/ Arieh Ben Yosef August 31, 2003
-----------------------
Name: Arieh Ben Yosef
Title: President
EXHIBIT INDEX
Exhibit No. Description
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4.1 Specimen certificate for the Ordinary Shares.*
5.1 Opinion of Herzog, Fox & Neeman regarding the legality of
the Ordinary Shares.**
23.1 Consent of Somekh Chaikin, a member of KPMG International.**
23.2 Consent of Herzog, Fox & Neeman (contained in Exhibit
5.1).**
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).**
99.1 Koor Industries Ltd. Option Plan for Officers and Employees
for the Year 2003.**
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* Incorporated by reference to Koor's Registration Statement
on Form F-1 (Registration No. 333-97732) filed with the
Commission on October 3, 1995.
** Filed herewith.