0001144204-12-051270.txt : 20120913 0001144204-12-051270.hdr.sgml : 20120913 20120913171503 ACCESSION NUMBER: 0001144204-12-051270 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120907 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120913 DATE AS OF CHANGE: 20120913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAPIS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000854800 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 270016420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-100979 FILM NUMBER: 121090744 BUSINESS ADDRESS: STREET 1: 70 KINDERKAMACK RD CITY: EMERSON, STATE: NJ ZIP: 07630 BUSINESS PHONE: 201-225-0190 MAIL ADDRESS: STREET 1: 70 KINDERKAMACK RD CITY: EMERSON, STATE: NJ ZIP: 07630 8-K 1 v323753_8k.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

____________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): September 7, 2012

 

LAPIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   333-100979   27-0016420
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

70 Kinderkamack Road, Emerson, New Jersey   07630
(Address of principal executive offices)   (Zip Code)

 

 

Registrant's telephone number, including area code: (201) 225-0190

 

n/a

 

 (Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

 

Item 1.01.        Entry into a Material Definitive Agreement.

 

Acquisition of Micronet Stock

 

On September 7, 2012, Lapis Technologies, Inc. (“Lapis” or the “Company”) through its wholly-owned subsidiary Enertec Electronics Ltd., an Israeli corporation (“Enertec”), acquired from three Israeli individuals who collectively were the former controlling shareholders (“Sellers”) 47.5% of the issued and outstanding shares of Micronet Ltd., an Israeli corporation (TASE:MCRNL) (“Micronet”) pursuant to a stock purchase agreement (the “Agreement”). As a result of the transaction, Lapis became the largest shareholder of Micronet.

 

Pursuant to the terms of the Agreement, Lapis acquired from the Sellers 8,256,000 ordinary shares of Micronet for 17.3 million NIS (approximately $4.3 million), divided pro rata among the Sellers. The Agreement also includes two call options granted to Lapis and a put option granted to the Sellers. Pursuant to the initial call option, Lapis is entitled to purchase from the Sellers, during the period beginning on the closing of the transaction and for 11 months thereafter, up to additional 996,000 ordinary shares of Micronet (5.73% of Micronet’s issued and outstanding shares) for a price of 2.1 NIS (approximately $0.525 per share currently) per share as adjusted based on the Israeli customers index. Under the second call option, Lapis is entitled to purchase from the Sellers up to additional 1,200,000 ordinary shares of Micronet (6.78% of Micronet’s issued and outstanding shares) for a price of 2.1 NIS per share as adjusted based on the Israeli customers index (currently reflecting $0.525 per share) plus 25% Micronet’s 2012 gross profit per share based on Micronet’s issued and outstanding shares as of December 31, 2012, up to maximum of 18,850,000 shares, but in any event such price per share shall not exceed 3 NIS (approximately $0.75 per share currently). Pursuant to the put option granted to Sellers, the Sellers can cause the sale of up to an additional 334,000 ordinary shares per Seller (and a total of up to 1,000,002 shares constituting 5.73% of Micronet’s issued and outstanding shares) for a price of 2.2 NIS per share (approximately $0.55 per share currently) as adjusted based on the Israeli customers index. The put option is in effect for the period that begins on the one-year anniversary of the closing of the transaction and ends on the 22-month anniversary of the closing of the transaction.

 

Upon closing of the transaction, two of the Sellers resigned from Micronet’s board of directors, and on September 10, 2012 two new directors were appointed by Micronet’s board (Mr. David Lucatz, the Company’s Chief Executive Officer and sole director, and Prof. Hezi Ophir). One of the Sellers, Mr. Eli Nahum, will continue as a board member, since based on the Agreement, as long as Mr. Nahum holds at least 500,000 ordinary shares of Micronet he shall be entitled to recommend the appointment of one director on his behalf.

 

Micronet, established three decades ago, is a developer, manufacturer and seller of mobile electronics computing platforms, designed for integration into fleet management and mobile workforce management solutions. Its solutions facilitate mobile workforce productivity, enable corporate efficiency, and enhance customer service. Micronet’s OEM products are implemented internationally and recognized for their ingenuity, competitive pricing and service excellence. With over 300,000 units sold, Micronet’s customers are leading Fleet management / Mobile Resource Management (MRM) solution and service providers, who require high quality, versatile and innovative hardware platforms that are fully programmable, for independent application development and system integration. Micronet operates a modern manufacturing facility, ISO 9001-2008 certified. Micronet’s annual gross sales for 2011 were approximately $12.545 million and for the first half year of 2012 were approximately $14.4 million with net profits of approximately $183,617 and $3,451,835, respectively.

 

 
 

 

There are no material relationships between the Sellers, and Lapis’s officers, directors, affiliates or subsidiaries.

 

Amended and Restated Note and Warrant Purchase Agreement

 

In connection with the acquisition of Micronet stock pursuant to the Agreement (the “Acquisition”), Lapis entered into an Amended and Restated Note and Warrant Purchase Agreement, dated as of September 7, 2012, with UTA Capital LLC, a Delaware limited liability company (“UTA”). The Amended and Restated Note and Warrant Purchase Agreement amended the Note and Warrant Purchase Agreement as amended by that certain letter agreement dated as of August 16, 2011, and as further amended by that certain Second Amendment to Note and Warrant Purchase Agreement dated as of August 31, 2011 and that certain Third Amendment to Note and Warrant Purchase Agreement dated as of November 24, 2011 with UTA (the “Original Agreement”). Pursuant to the Amended and Restated Note and Warrant Purchase Agreement, Lapis and UTA agreed to revise the Original Agreement to provide, among other things, (i) for the consummation of the Second Closing, as described below, to assist Lapis in financing the Acquisition although the time period in which the Second Closing could occur had expired under the terms of the Original Agreement, (ii) that Enertec pledge to UTA the shares acquired in the Acquisition, (iii) that D.L. Capital Ltd., the Company’s controlling stockholder, enter into a pledge agreement with UTA to pledge 1,000,000 shares of common stock of the Company owned by D.L. Capital Ltd., (iv) that the Secured Promissory Note made by Lapis payable to UTA, dated September 1, 2011 in the principal amount of $3,000,000 be amended to provide that the principal payments be paid in three equal principal payments of $1,000,000 each, the first on December 31, 2012, and the second on September 1, 2013, with the remaining principal balance due at the Maturity Date of March 1, 2014, and (v) that the Company satisfy within four months of September 7, 2012 the corporate governance requirements under Nasdaq Marketplace Rule 5605 (relating to Board and Board committee composition, process and decision-making), Rule 5610 (relating to codes of conduct) and Rule 5630 (relating to the review and approval of related-party transactions) as if the Company’s common stock were listed on the Nasdaq stock exchange.

 

Second Closing

 

On September 7, 2012, Lapis issued to UTA pursuant to the Amended and Restated Note and Warrant Purchase Agreement (i) the Second Secured Promissory Note in the principal amount of $3,000,000, with an initial interest rate equal to 8% per annum, $1,500,000 of such amount payable on May 15, 2013, and the remaining balance due at the Maturity Date of April 1, 2014, and (ii) the Second Warrant entitling UTA to purchase from Lapis up to a total of 600,000 shares of the Company’s common stock at an exercise price initially equal to $0.65 per share, subject to adjustment in certain circumstances, such warrant exercisable beginning six months after September 7, 2012, until 66 months after September 7, 2012.

 

 
 

 

Item 2.01.       Completion of Acquisition or Disposition of Assets.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.

 

Item 2.03.       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.

 

Item 3.02.       Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.

 

Item 8.01.       Other Events.

 

On September 13, 2012, the Company issued a press release, a copy of which is submitted as Exhibit 99.1 hereto.

 

Item 9.01. Financial Statements and Exhibits.
   
(a) Financial Statements of Businesses Acquired
   
  To be filed by amendment to this Current Report on Form 8-K.
   
(b) Pro Forma Financial Information
   
  To be filed by amendment to this Current Report on Form 8-K.
   
(d) Exhibits

 

 

Exhibit
Number

Description

   
99.1 Press release, dated September 13, 2012.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  LAPIS TECHNOLOGIES, INC.
   
   
Dated: September 13, 2012 By:

/s/ David Lucatz

    Name: David Lucatz
    Title: President and Chief Executive Officer

 

 
 

 

Exhibit Index

 

Exhibit
Number

Description

   
99.1 Press release, dated September 13, 2012.

 

 

 

EX-99.1 2 v323753_ex99-1.htm EXHIBIT 99.1

Lapis Technologies Announces the Acquisition of 47.5% of Micronet Ltd, Becoming a Controlling Party

 

Emerson, NJ – (Sep 13, 2012) –

 

·Six Months Results of Micronet are $14.4 million Revenue and $3.4 million Net Income
·80% of Micronet’s Revenues are Generated in the United States

 

Lapis Technologies, Inc. (OTCQB: LPST), a provider of computer-based aerospace and defense technologies and solutions, announced today that on September 7, 2012, the Company acquired 47.5% of the issued and outstanding shares of Micronet Ltd. an Israeli corporation listed on the Tel Aviv stock exchange (TASE: MCRNL) . As a result of the Transaction, Lapis has become the largest shareholder of Micronet and effectively the controlling shareholder.

 

Micronet is a developer, manufacturer and seller of ruggedized computer-based platforms designed for integration into fleet management and mobile workforce management solutions under severe environments. Its solutions facilitate mobile workforce productivity, enable corporate efficiency, and enhance customer service. Micronet's OEM products are implemented internationally and recognized for their ingenuity, competitive pricing and service excellence. With over 300,000 units sold, Micronet’s customers are leading Fleet management / Mobile Resource Management (MRM) solution and service providers, who require high quality, versatile and innovative hardware platforms that are fully programmable, for independent application development and system integration. Micronet operates a modern manufacturing facility, ISO 9001-2008 certified.

 

Micronet Ltd reported $14.4 million revenue for the first six months of 2012, growing from $3.8 million for the similar period of 2011.

 

David Lucatz, CEO of Lapis, said, “We are very pleased to announce this acquisition. There are tremendous synergies between the two companies which will enable us to grow on a global basis. We believe we can leverage our capabilities in two rapidly growing niche areas: the high tech defense systems market and the ruggedized computer systems sector designed to improve efficiency of highly complex logistics. With our joint venture in India, which has the fastest growing defense budget in the world, Lapis is well positioned to continue to leverage our Israeli high tech capabilities for new applications and new markets.”

 

Following the closing, Mr. Lucatz became a member of Micronet’s Board of Directors.

 

 
 

 

About Lapis Technologies, Inc.

 

Lapis Technologies, Inc. (OTCQB: LPST) is focused on becoming a major force in the special purpose computer and computer technologies for the military and special purpose field computers for logistics and operations. The Company’s wholly owned subsidiary, Enertec Systems 2001 Ltd. (“Enertec”) is an Israeli-based developer, manufacturer and provider of military and airborne systems, missiles command and control systems, simulators, automatic test equipment (ATE) and sophisticated power supplies, converters and other power conversion products. Lapis Technologies’ operations are located in Israel and serve leading Israeli defense integrators in the market for both local Israeli and worldwide sales. Lapis Technologies is currently engaged in the formation of a new joint venture with a leading Indian industrial group for the formation of a manufacturing and marketing platform in India of products based on Enertec’s aerospace and defense technology and expertise. For more information online please visit: www.enertec.co.il.

 

Lapis Technologies, Inc. Forward-looking Statement

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. More detailed information about the risk factors affecting Lapis Technologies’ performance is contained in Lapis Technologies’ Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2012, which is available on the SEC’s website, www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analyses only as of the date hereof. Lapis Technologies neither intends to, nor assumes any obligation to, update or revise these forward-looking statements in light of developments that differ from those anticipated.

 

Contact Information

 

Company Contacts – Investor Relations:

Leslie Wolf-Creutzfeldt

Grayling

Phone: +1 646-284-9472

Email: leslie.wolf-creutzfeldt@grayling.com

 

Dina Shir

Lapis Technologies, Inc

Phone: +972-544-652806

Email: dina@dl-capital.com