Israel
|
Not Applicable
|
|
(State or Other Jurisdiction of
|
(I.R.S. Employer
|
|
Incorporation or Organization)
|
Identification Number)
|
11 Gush Etzion St.
Givat Shmuel 54030, Israel
|
Asaf Harel, Adv.
Jonathan M. Nathan, Adv.
Meitar Liquornik Geva Leshem Tal
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: +972-3-610-3100
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
þ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
¨
|
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
|
||||||||||||
Ordinary Shares, nominal value New Israeli Shekel (“NIS”) 0.10 per share (“Ordinary Shares”)
|
618,500 | (2) | $ | 6.69 | (3) | $ | 4,137,765 | $ | 564.39 | (4) |
(1)
|
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 2004 Plan.
|
(2)
|
This Registration Statement registers the offer, issuance and sale of 618,500 Ordinary Shares pursuant to equity awards that may be granted under the Cimatron Ltd. 2004 Share Option and Restricted Shares Incentive Plan (the “2004 Plan”). These Ordinary Shares had been transferred to the 2004 Plan from the Cimatron Ltd. Employee Share Option Plan (1998) (“1998 Plan”) in November 2007 and are therefore not covered by existing registration statements on Form S-8 (SEC File No.’s 333-12458 and 333-140809) that cover the offer, issuance and sale of Ordinary Shares under the 1998 Plan and 2004 Plan, respectively.
|
(3)
|
Calculated in accordance with Rule 457(h)(1) and 457 (c) promulgated under the Securities Act, based on the average of the high and low prices of the registrant’s Ordinary Shares on August 2, 2013.
|
(4)
|
Calculated pursuant to Section 6(b) of the Securities Act by multiplying the proposed maximum aggregate offering price ($4,137,765) by 0.00013640.
|
•
|
a breach of his or her duty of care to the company or to another person;
|
|
•
|
a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and
|
•
|
a financial liability imposed upon him or her in favor of another person concerning an act performed by such office holder in his or her capacity as an officer holder.
|
•
|
a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder;
|
|
•
|
reasonable litigation expenses, including attorneys’ fees, expended by the office holder or charged to him or her by a court relating to an act performed in his or her capacity as an office holder, in connection with: (i) proceedings that the company institutes, or that another person institutes on the company's behalf, against him or her; (ii) a criminal charge of which he or she was acquitted; or (iii) a criminal charge for which he or she was convicted for a criminal offense that does not require proof of criminal thought; and
|
•
|
reasonable litigation expenses, including attorneys’ fees, expended by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent.
|
•
|
to categories of events that the board of directors determines are likely to occur in light of the operations of the company at the time that the undertaking to indemnify is made; and
|
|
•
|
in amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.
|
Exhibit Number
|
Exhibit
|
4.1
|
Cimatron Ltd. 2004 Share Option and Restricted Shares Incentive Plan (1)
|
4.2
|
Articles of Association of the Registrant (2)
|
4.3
|
Specimen ordinary share certificate of the Registrant (3)
|
5
|
Opinion of Meitar Liquornik Geva Leshem Tal as to the legality of the Cimatron Ltd. ordinary shares being registered*
|
23.1
|
Consent of Brightman Almagor Zohar & Co., Certified Public Accountants, a member of Deloitte Touche Tohmatsu*
|
23.2
|
Consent of Lucas, Horsfall, Murphy & Pindroh, LLP*
|
23.3
|
Consent of Meitar Liquornik Geva Leshem Tal (included in Exhibit 5)*
|
24
|
Power of Attorney (included on the signature page of this Registration Statement)*
|
(1)
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (Commission File No. 333-140809), filed with the Commission on February 21, 2007.
|
(2)
|
Incorporated by reference to Exhibit A to the Registrant’s Proxy Statement for its 2006 Annual General Meeting of Shareholders, included in the Registrant’s Report of Foreign Private Issuer on Form 6-K, furnished to the Commission on November 22, 2006 (Commission File No. 000-27974).
|
(3)
|
Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form F-3 (Commission File No. 333-189764), filed with the Commission on July 2, 2013.
|
*
|
Filed herewith
|
Signature
|
Title
|
Date
|
||
/s/ Dan Haran
Dan Haran
|
President and Chief Executive Officer (Principal Executive Officer)
|
August 8, 2013
|
||
/s/Ilan Erez
Ilan Erez
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
August 8, 2013
|
||
/s/ Yossi Ben-Shalom
Yossi Ben-Shalom
|
Chairman of the Board
|
August 8, 2013
|
||
/s/ William F. Gibbs
William F. Gibbs
|
Vice Chairman of the Board
|
August 8, 2013
|
||
/s/ Barak Dotan
Barak Dotan
|
Director
|
August 8, 2013
|
||
/s/ Nir Cohen
Nir Cohen
|
Director
|
August 8, 2013
|
||
/s/ David Golan
David Golan
|
Director
|
August 8, 2013
|
||
/s/ Eti Livni
Eti Livni
|
Director
|
August 8, 2013
|
||
/s/ Rami Entin
Rami Entin
|
Director
|
August 8, 2013
|
Exhibit Number
|
Exhibit
|
4.1
|
Cimatron Ltd. 2004 Share Option and Restricted Shares Incentive Plan (1)
|
4.2
|
Articles of Association of the Registrant (2)
|
4.3
|
Specimen ordinary share certificate of the Registrant (3)
|
5
|
Opinion of Meitar Liquornik Geva Leshem Tal as to the legality of the Cimatron Ltd. ordinary shares being registered*
|
23.1
|
Consent of Brightman Almagor Zohar & Co., Certified Public Accountants, a member of Deloitte Touche Tohmatsu*
|
23.2
|
Consent of Lucas, Horsfall, Murphy & Pindroh, LLP*
|
23.3
|
Consent of Meitar Liquornik Geva Leshem Tal (included in Exhibit 5)*
|
24
|
Power of Attorney (included on the signature page of this Registration Statement)*
|
(1)
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (Commission File No. 333-140809), filed with the Commission on February 21, 2007.
|
(2)
|
Incorporated by reference to Exhibit A to the Registrant’s Proxy Statement for its 2006 Annual General Meeting of Shareholders, included in the Registrant’s Report of Foreign Private Issuer on Form 6-K, furnished to the Commission on November 22, 2006 (Commission File No. 000-27974).
|
(3)
|
Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form F-3 (Commission File No. 333-189764), filed with the Commission on July 2, 2013.
|
*
|
Filed herewith
|
Very truly yours,
|
|
/s/ Meitar Liquornik Geva Leshem Tal
Meitar Liquornik Geva Leshem Tal
|
7&S8$C`@C"D\@BO*=-\">!]'UR'48/$>J*
ML2P74"/;LT,22W2W"NN8\;&=0">BY.2#5SQ=\*O"]WK^LWEYXDU:SCT[4+74
M;JU6(*B$3O,BC]WNE5YG;&-QSA1R*$V%D>HW/C32K?PY *M1\'&>ULX;35/[%-SL,;/']L=?DC`8!
MB%()((!Y6LKX=_'F]\965^;G0+BSGM+)[Q=N]DD/G2(D0W(I+%50Y'7<>!BK
M7C7XRWO@+5C:S://J;K902?Z*K 17
MU;]HVU\,Z)H^H6&@2K9ZT?->+8()GE<@D!3C)V[BS'H5VD@\4>'OVN-)\8>(
MM(T[3+"ZD?4+PVTI CW%D_F+#=N=^22<\YKUNO+M3_9DL]>(/[%MO,,><;L;
;Y8"JF.D:XW9R7&6Y&%\*_$#Q])/#4,`;4-&6\
MB>\DLVF%O&3$50F20$D'"@$97YL@X%4/#'B+X<&P2WTNTT^?[!9/>(#I[>88
M8D`+[G7)^4A&SWK1M_$'PV\-:DT:S:+87%]:^8Z.1&3%A9?F!Z9!#>X
M7VX+A8L>-OB/X2LM;@LM=TV&2ZDLUO'%Q:QRM#$X92".6)'W2%!SNP,TZ3XE
M^#?^$5N[RTMH+[3[2YBMYT@L3!^4#8S9/3::+@D06GQ?^'UM>6%GI\5C)-+-&$C@L0AM]V\(Y!48
M&4QQSR#T.:]+KS+0-:^%S2(EI