S-8 1 a2030084zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on November 15, 2000 Registration No. 333-____________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- CAMTEK LTD. (Exact name of Registrant as specified in its charter) ISRAEL NOT APPLICABLE (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) INDUSTRIAL ZONE P.O. BOX 631 MIGDAL HAEMEK ISRAEL 10556 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------- EMPLOYEE SHARE OPTION PLAN - ISRAEL INCENTIVE STOCK OPTION PLAN - U.S. EMPLOYEE SHARE OPTION PLAN - EUROPE (Full title of the Plans) ------------------- CAMTEK USA, INC. 468 INDUSTRIAL WAY WEST EATONTOWN, NJ 07724 (Name and address of agent for service) (908) 542-7711 (Telephone number, including area code, of agent for service) ----------------------------- Copies of all communications, including all communications sent to the agent for service, should be sent to: ERNEST S. WECHSLER BROBECK, PHLEGER & HARRISON LLP 1633 BROADWAY, 47TH FLOOR NEW YORK, NEW YORK 10019 (212) 237-2572 FACSIMILE: (212) 586-7878 CALCULATION OF REGISTRATION FEE
================================================================================================================================== Proposed Proposed Amount to be Maximum Offering Maximum Aggregate Amount of Title of Securities to be Registered Registered Price per Share Offering Price Registration Fee ------------------------------------ ------------- ----------------- ----------------- ------------------ Ordinary Shares, NIS 0.01 par value 1,473,128 shares(1) $3.19(1)(2) $4,699,278.30(3) $1,241(3) ==================================================================================================================================
(1) 1,273,128 Ordinary Shares to be registered under the Employee Share Option Plan - Israel and the Employee Share Option Plan - Europe, and 200,000 Ordinary Shares to be registered under the Incentive Stock Option Plan - U.S. (2) This Registration Statement shall also cover any additional Ordinary Shares which become issuable under the Registrant's Employee Share Option Plan - Israel, Incentive Stock Option Plan - U.S. and Employee Share Option Plan - Europe by reason of any share dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's Ordinary Shares. (3) The price per share is estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purposes of calculating the registration fee and is the weighted average exercise price of the options issued under the Company's Option Plans. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Registrant's Registration Statement No. 333-12292 on Form F-1 filed with the Commission on July 14, 2000, as amended on Form F-1 and filed with the Commission on July 21, 2000, July 25, 2000 and July 28, 2000 (the "F-1 Registration Statement"); (b) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended since July 31, 2000; and (c) The description of the Registrant's Ordinary Shares contained in the Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(g) of the Exchange Act on July 21, 2000. In addition to the foregoing, all documents subsequently iled by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies of supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. DESCRIPTION OF SECURITIES Not Applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's Articles of Association provide that, subject to the provisions of the Israeli Companies Law - 1999 (the "Law"), the Registrant may: (1) Obtain insurance for its office holders for liability for an act performed in such officer's capacity as an office holder with respect to: o A violation of the duty care to the Registrant or to another person; o A breach of fiduciary duty, provided that the officer acted in good faith and had reasonable grounds to assume that the act would not cause the Registrant harm; and o A monetary liability imposed on such officer for the benefit of another person. (2) Undertake to indemnify its officer holders, or indemnify an office holder retroactively for a liability imposed or approved by a court and for reasonable legal fees in an action brought against the office holder by the Registrant or in criminal proceedings in which II-1 the office holder is acquitted or an offense that does not require proof of criminal intent. An undertaking to indemnify an office holder must be limited to categories of events that can be reasonably foreseen and up to a reasonable amount under the circumstances. Under the Law, the Registrant may not insure, indemnify or exempt an office holder for a violation of the duty of care (1) if the act was committed recklessly or with intent; (2) if the act was committed with the intent to realize illegal personal gain; or (3) for any fine imposed on him or for breach of fiduciary duty, except as provided above. The Registrant may exempt, in advance, an office holder from all or part of such officer's responsibility for damages occurring as a result of a breach of the duty of care. The Registrant may also approve an action taken by the office holder performed in breach of fiduciary duty, if the office holder acted in good faith, the action does not adversely affect the Registrant, and the office holder has revealed to the Registrant's board of directors any personal interest in the action. The Registrant has procured insurance for its office holders in accordance with its Articles of Association; and has adopted the necessary resolutions both to exempt them in advance from any liability for damages arising from a breach of their duty of care to the Registrant, and to provide them with indemnification undertakings in accordance with the Registrant's Articles of Association. The Registrant is currently in the process of providing its office holders with the above indemnification undertaking. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. Item 8. EXHIBITS 4.0 Instruments Defining the Rights of Stockholders. Reference is made to the Registrant's Registration Statement No. 000-30664 on Form 8-A, together with the exhibits thereto, which are incorporated by reference herein pursuant to Item 3(c) to this Registration Statement. 5.0 Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co. 10.1 Employee Share Option Plan - Israel. 10.2 Incentive Stock Option Plan - U.S. 10.3 Employee Share Option Plan - Europe. 23.1 Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. (contained in their opinion constituting Exhibit 5.0). 23.2 Consent of Richard A. Eisner & Company, LLP and Goldstein Sabo & Tevet. 24.1 Power of Attorney (included in signature page) Item 9. UNDERTAKINGS 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 of 1933; (ii) to reflect in the prospectus of 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; II-2 (iii) 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) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of any of the securities being registered which remain unsold at the termination of the offering; under the Registrant's Employee Share Option Plan - Israel, Incentive Stock Option Plan - U.S. and Employee Share Option Plan - Europe. (b) The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of the Registrant 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 of 1933 and will be governed by the final adjudication of such issue. II-3 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 Tel Aviv, Israel on this 15th day of November, 2000. CAMTEK LTD. By: /s/ RAFI AMIT ----------------------- Rafi Amit Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS: That each person whose signature appears below, does hereby constitute and appoint Rafi Amit and Yotam Stern and each of them acting alone, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them acting alone, determine may be necessary or advisable or required to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that any or all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ RAFI AMIT Chief Executive Officer November 15, 2000 ------------------------- Rafi Amit (Principal Executive Officer) /s/ YOTAM STERN Chief Financial Officer November 15, 2000 ------------------------- Yotam Stern (Principal Accounting Officer) /s/ MEIR BEN-SHOSHAN Director November 15, 2000 ------------------------- Meir Ben-Shoshan /s/ HAIM HOROWITZ Director November 15, 2000 ------------------------- Haim Horowitz
II-4 /s/ DROR HURWITZ Director November 15, 2000 ------------------------- Dror Hurwitz
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES CAMTEK USA, INC. 468 INDUSTRIAL WAY WEST EATONTOWN, NJ 07724 /s/ YOTAM STERN Director November 15, 2000 --------------------------- Yotam Stern
II-5 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT -------------- ------- 4.0 Instruments Defining the Rights of Stockholders. Reference is made to the Registrant's Registration Statement No. 000-30664 on Form 8-A, together with the exhibits thereto, which are incorporated by reference herein pursuant to Item 3(c) to this Registration Statement. 5.0 Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co. 10.1 Employee Share Option Plan - Israel. 10.2 Incentive Stock Option Plan - U.S. 10.3 Employee Share Option Plan - Europe. 23.1 Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. (contained in their opinion constituting Exhibit 5.0). 23.2 Consent of Richard A. Eisner & Company, LLP and Goldstein Sabo & Tevet. 24.1 Power of Attorney (included in signature page)