-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S8J0MYq9iAQdr6I4+NrrUdq/ttNkQw0eouJoPPlmdx89JyJLUgPfsPM1BDCORRz7 iwYfmWvbAwVTJDYxK74ItA== 0000950117-02-001514.txt : 20020621 0000950117-02-001514.hdr.sgml : 20020621 20020621171943 ACCESSION NUMBER: 0000950117-02-001514 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUR MACROPRINTERS LTD CENTRAL INDEX KEY: 0000946394 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 000-26498 FILM NUMBER: 02684703 BUSINESS ADDRESS: STREET 1: 5 DAVID NAVON STREET STREET 2: MOSHAV MAGSHIMIM CITY: PETAH-TIKVA ISRAEL STATE: L3 ZIP: 00000 BUSINESS PHONE: 01197239087676 MAIL ADDRESS: STREET 1: P O BOX 8440 STREET 2: MOSHAV MAGSHIMIM CITY: ISRAEL STATE: L3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NUR ADVANCED TECHNOLOGIES LTD DATE OF NAME CHANGE: 19950607 20-F 1 a32908.txt NUR MACROPRINTERS ________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 20-F (MARK ONE) [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0-26498 ------------------- NUR MACROPRINTERS LTD. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------- ISRAEL 12 ABBA HILEL SILVER ST. (JURISDICTION OF INCORPORATION OR ORGANIZATION) P.O. BOX 1281, LOD 71111, ISRAEL (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: ordinary shares, NIS 1.0 par value TITLE OF CLASS SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d) OF THE ACT: ordinary shares, NIS 1.0 par value TITLE OF CLASS Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2001: ordinary shares, NIS 1.0 par value 14,751,753 TITLE OF CLASS NUMBER OF SHARES
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 [ ] Item 18 [x] ________________________________________________________________________________ In addition to historical information, this annual report on Form 20-F contains forward-looking statements. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such difference include, but are not limited to, those discussed in 'ITEM 3: Key Information -- Risk Factors' and 'ITEM 5: Operating and Financial Review and Prospects.' Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. In addition to the disclosure contained herein, readers should carefully review any disclosure of risks and uncertainties contained in other documents that we file from time to time with the Securities and Exchange Commission. PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS Not Applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable. ITEM 3. KEY INFORMATION Not Applicable except Items 3.A and 3.D, which are detailed below. SELECTED FINANCIAL DATA NUR MACROPRINTERS CONSOLIDATED STATEMENTS OF OPERATIONS
1999(1) 2000(2)(3) 2001(5)(6) ------- ---------- ---------- (IN THOUSANDS OF U.S. DOLLARS EXCEPT PER SHARE AND SHARE DATA) Revenues: Sales of printers and related products.................. $58,259 $121,924 $120,377 Sales of printed materials.............................. 2,460 -- -- ------- -------- -------- 60,719 121,924 120,377 ------- -------- -------- Cost of revenues: Cost of sales of printers and related products.......... 30,440 64,107 71,928 Cost of sales of printed materials...................... 1,344 -- -- Inventory write-off..................................... -- -- 3,989 ------- -------- -------- 31,784 64,107 75,917 ------- -------- -------- Gross profit................................................ 28,935 57,817 44,460 ------- -------- -------- Research and development expenses........................... 5,530 15,077 10,883 Less royalty-bearing grants................................. 721 451 649 ------- -------- -------- Research and development expenses, net...................... 4,809 14,626 10,234 ------- -------- -------- Selling and marketing expenses, net......................... 9,485 17,385 18,665 General and administrative expenses......................... 6,275 12,765 13,321 Amortization of goodwill and other intangible assets........ -- 1,452 2,904 Restructuring charges....................................... -- -- 3,237 ------- -------- -------- 15,760 31,602 38,127 ------- -------- -------- Operating income (loss)..................................... 8,366 11,589 (3,901) Financial expenses, net..................................... (616) (1,423) (3,336) Other income (expenses), net................................ 176 25 (324) ------- -------- -------- Income (loss) before taxes on income........................ 7,926 10,191 (7,561) Taxes on income (tax benefit)............................... 798 1,244 (191) ------- -------- -------- Income (loss) after taxes on income......................... 7,128 8,947 (7,370) Minority interest in earnings of a subsidiary............... (28) -- -- Equity in gains (losses) of affiliates, net(4).............. 75 (454) 154 ------- -------- -------- Net income (loss)........................................... $ 7,175 $ 8,493 $ (7,216) ------- -------- -------- Basic net earnings (loss) per share......................... $ 0.64 $ 0.65 $ (0.49) ------- -------- -------- Diluted net earnings (loss) per share....................... $ 0.56 $ 0.57 $ (0.49) ------- -------- -------- ------- -------- -------- Weighted average number of shares used in computing basic net earnings (loss) per share............................. 11,181,137 13,150,110 14,655,048 ---------- ---------- ---------- ---------- ---------- ---------- Weighted average number of shares used in computing diluted net earnings (loss) per share............................. 12,722,600 14,793,327 14,655,048 ---------- ---------- ---------- ---------- ---------- ----------
- --------- (1) Represents financial information for NUR together with our subsidiaries NUR Media Solutions, NUR America, NUR Europe, NUR Shanghai, NUR Asia Pacific and NUR Germany (first six months). We owned 84% of NUR Germany; this subsidiary was sold during the third quarter of 1999. (2) Represents financial information for NUR together with our subsidiaries NUR Media Solutions, NUR America, NUR Europe, NUR Shanghai, NUR Asia Pacific, Salsa Digital Printers, NUR Hungary Trading and Software Licensing Limited Liability Company, NUR DO Brazil Ltda., Encre Consumables B.V, and NUR Japan. (footnotes continued on next page) 2 (footnotes continued from previous page) (3) In July 2000, we purchased substantially all of the assets and assumed specified liabilities of Salsa Digital Ltd. and related entities. As part of the asset purchase transaction, we also acquired all of the outstanding capital stock of NUR Japan. (4) Represents equity in Stillachem and NUR Pro Engineering. (5) Represents financial information for NUR together with our subsidiaries NUR Media Solutions, NUR America, NUR Europe, NUR Shanghai, NUR Asia Pacific, Salsa Digital Printers, NUR Hungary Trading and Software Licensing Limited Liability Company, NUR DO Brazil Ltda., Encre Consumables B.V, NUR Japan and Stillachem (last eight months). (6) In May 2001, we purchased the remaining 49.9% of Stillachem. We previously owned 50.1% of this subsidiary. 3 NUR MACROPRINTERS CONSOLIDATED BALANCE SHEET DATA
1999(1) 2000(2)(3) 2001(4)(5) ------- ---------- ---------- (IN THOUSANDS OF U.S. DOLLARS) Working capital............................................. $15,791 $ 55,186 $ 41,934 Total assets................................................ $39,648 $120,006 $111,096 Total liabilities........................................... $21,785 $ 72,081 $ 70,099 Total shareholders' equity.................................. $17,863 $ 47,925 $ 40,997
- --------- (1) Represents financial information for NUR together with our subsidiaries NUR Media Solutions, NUR America, NUR Europe, NUR Shanghai, NUR Asia Pacific and NUR Germany (first 6 months). We owned 84% of NUR Germany; this subsidiary was sold during the third quarter of 1999. (2) Represents financial information for NUR together with our subsidiaries NUR Media Solutions, NUR America, NUR Europe, NUR Shanghai, NUR Asia Pacific, Salsa Digital Printers, NUR Hungary Trading and Software Licensing Limited Liability Company, NUR DO Brazil Ltda., Encre Consumables B.V and Signtech Japan. (3) In July 2000, we purchased substantially all of the assets and assumed specified liabilities of Salsa Digital Ltd. and related entities. As part of the transaction, we also acquired all of the outstanding capital stock of Signtech Japan. (4) Represents financial information for NUR together with our subsidiaries NUR Media Solutions, NUR America, NUR Europe, NUR Shanghai, NUR Asia Pacific, Salsa Digital Printers, NUR Hungary Trading and Software Licensing Limited Liability Company, NUR DO Brazil Ltda., Encre Consumables B.V., NUR Japan and Stillachem (last eight months). (5) In May 2001, we purchased the remaining 49.9% of Stillachem. We previously owned 50.1% of this subsidiary. 4 RISK FACTORS Investing in our securities is very risky. You should be able to bear a complete loss of your investment. To understand the level of risk, you should carefully consider the following risk factors, as well as the other information found in this form. WE DEPEND ON A FEW KEY PRODUCTS IN A BUSINESS SUBJECT TO RAPID TECHNOLOGICAL CHANGE. We are highly dependent upon the sale of our principal products -- the NUR Blueboard printers, the NUR Fresco printers, the NUR Salsa printers and the NUR FabriGraph Printers. Rapid changes in technology, customer preferences and evolving industry standards increasingly characterize the market for our printers. Our growth and future financial performance will depend upon our ability to update our current products and develop and market new products to keep pace with technological advances in the industry. During 1999, 2000 and 2001, we invested approximately $5.5 million, $15.0 million and $10.9 million, respectively, in research and development projects, of which, in 2000, $4.3 million was related to the Salsa Digital asset purchase transaction that caused a one-time write-off assigned to research and development. Salsa Digital invested toward research and development approximately $1.8 million and $0.6 million in 1999 and the first six months of 2000, respectively. Our business could seriously suffer if we fail to anticipate or respond adequately to changes in technology and customer preferences, or if our products are delayed in their development or introduction. We cannot assure you that we will successfully develop any new products. If our competitors introduce new products, the sales of our existing products and our financial results could be harmed. WE CURRENTLY HAVE NO COMMITMENTS FOR ADDITIONAL FINANCING. We believe our expected revenue from operations, capital resources and credit facilities will be enough to fund our business activities at their current rate. We will need additional funds, however, if we seek to expand our operations or if we do not meet our expected revenues. If we are unable to raise funds through public or private financing of debt or equity, we will be unable to increase expenditures that could ultimately hurt our financial results, such as research and development or production and marketing of our products. The amount of money we will need depends on numerous factors, including the success of our marketing and customer service efforts, our research and development activities and the demand for our products and services. We currently have no commitments for additional financing. We cannot guarantee that additional financing will be available or that, if available, will be obtained on terms we find favorable. WE MUST COMPLY WITH COVENANTS CONCERNING OUR LONG-TERM BANK LOANS. If we do not meet certain covenants provided for in our long-term loan agreements with Bank Hapoalim B.M ('Bank Hapoalim') and Bank Leumi Le Israel Ltd. ('Bank Leumi') we may be required by the banks to immediately repay our long-term debts. In February 2002, the Company signed amendments to its long-term loan agreements with Bank Hapoalim and Bank Leumi providing for the rescheduling of the repayment dates of remaining long-term loans. For more information see 'ITEM 10.C: Material Contracts -- Long Term Loan Agreements.' Under the rescheduling amendments, the Company undertook, among other things, to maintain four financial ratios. As a result of the decrease in revenues in the first quarter of 2002, the Company did not meet one of the ratios relating to the Company's earnings before income tax, depreciation and amortization and the Company's overall long-term debt to financial institutions. The banks have agreed in writing not to act upon their contractual rights pursuant to the Company's default mentioned above, subject to the Company meeting certain future financial targets as set forth in its business plan presented to the banks. There can be no assurance, however, that the Company will be able to comply in all cases with these targets or its other existing bank covenants. NUR's failure to comply with the bank agreements could have a material adverse effect on our business and financial results. WE DEPEND ON SOLE SOURCE SUPPLIERS FOR THE INKJET PRINTHEADS FOR EACH OF OUR PRINTERS AND ON A SINGLE INK SUPPLIER FOR OUR NUR BLUEBOARD. We currently purchase all of the ink and ink-jet printheads used in our NUR Blueboard printers from one supplier. We also purchase all of the inkjet printheads used in the NUR Fresco printers and the NUR Salsa printers from a single supplier. If any of these sole suppliers experience problems that result in production delays, our sales to new customers and existing customers that rely on our ink and/or ink jet components to operate their printers could be hurt. Production delays could result from fire, flood or other casualty, work stoppages, production problems or other unforeseen circumstances. Although we have not experienced any major production delays to 5 date, there can be no assurance that such delays will not occur in the future. Because the success of our business depends on the sale of our printers, supply problems could have a material adverse effect on our financial results. Also, if any of our sole suppliers reduce or change the credit or payment terms they extend to us, our business could also be harmed. WE RELY ON SUBCONTRACTORS TO HELP US MANUFACTURE OUR PRODUCTS. We employ a limited number of unaffiliated subcontractors to manufacture components for our printers. For example, components for our NUR Salsa printers are manufactured mainly by an unaffiliated subcontractor. In addition, the assembly of our NUR Blueboard and NUR Fresco printers is currently conducted by an affiliate of NUR. Our subcontractors have, in the past, been late in delivering components. We have, however, been able to obtain adequate supplies of the components and raw materials necessary to produce our printers and we have not had any serious problems with our subcontractors. Because we rely on subcontractors, we cannot be sure that we will be able to maintain an adequate supply of components or products. Moreover, we cannot be sure that any of the components we purchase will satisfy our quality standards and be delivered on time. Our business could suffer if we fail to maintain our relationships with our subcontractors or fail to develop alternative sources for our printer components. We cannot guarantee that we will develop alternative sources of production for our products. THE MARKET FOR OUR PRINTERS IS VERY COMPETITIVE. The printing equipment industry is extremely competitive and many of our competitors may have greater management, financial, technical, manufacturing, marketing, sales, distribution and other resources than we do. We compete against several companies that market digital printing systems based on electrostatic, drop-on-demand inkjet, airbrush and other technologies. Some of our principal competitors in this market include Vutek and Scitex Vision Ltd. Our ability to compete depends on factors both within and outside of our control, including the performance and acceptance of our current printers and any products we develop in the future. We also face competition from existing conventional wideformat and super wide format printing methods, including hand painting, screen printing and offset printing. Our competitors could develop new products, with existing or new technology, that could be more competitive in our market than our printers. We cannot assure you that we can compete effectively with any such products. WE FACE STRONG COMPETITION IN THE MARKET FOR PRINTING SUPPLIES. We also compete with independent manufacturers in the market for printer supplies. In 1999, 2000 and 2001, ink sales accounted for 23.1%, 20.0% and 26.1% of our total sales, respectively. We cannot guarantee that we will be able to remain the exclusive or even principal ink manufacturer for our printers. We also operate in the substrate business, which is also highly competitive and characterized by a large number of suppliers worldwide. We are developing substrates through subcontractors that we believe have a high added value when used with our printers. In 1999, 2000 and 2001 substrate sales accounted for 12.1%, 9.8% and 10.4% of our total sales, respectively. We cannot assure you that we will be able to compete effectively or achieve significant revenues in the substrate business. WE DEPEND ON EREZ SHACHAR, OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER SINCE 1997, AND OTHER KEY EMPLOYEES. Our success depends to a significant extent upon the contributions of key personnel and our senior executives, especially Erez Shachar, our President and Chief Executive Officer. Our business could seriously suffer if one or more of our key personnel or senior executives were to leave our company. In addition, we do not have, and do not contemplate getting, 'key-man' life insurance for any of our key employees. Our future success will also depend in part on our continuing ability to retain our key personnel and senior executives and to attract other highly qualified employees. We cannot assure our continued success in attracting or retaining highly qualified personnel. WE RELY ON TRADE SECRETS, PATENTS AND PROPRIETARY RIGHTS. We rely on a combination of trade secrets, licenses, patents and non-disclosure and confidentiality agreements to establish and protect our proprietary rights in our products. We cannot guarantee that our existing patents or any future patents will not be challenged, invalidated, or circumvented, or that our competitors will not independently develop or patent technologies that are substantially equivalent or superior to our technology. We cannot be sure that we will receive further patent protection in Israel, the United States, or elsewhere, for existing or new products or applications. Even if we do secure further patent protection, we cannot guarantee it will be effective. Also, although we take precautionary measures to protect our trade secrets, we cannot guarantee that others will not acquire equivalent trade secrets or steal our exclusive 6 technology. For example, in some countries, meaningful patent protection is not available. We are not aware of any infringement claims against us involving our proprietary rights. Third parties may assert infringement claims against us in the future, and the cost of responding to such assertions, regardless of their validity, could be significant. In addition, such claims could be found to be valid and result in large judgments against us. Even if such claims are not valid, the cost to protect our patent rights could be substantial. WE MAY BE SUBJECT TO ENVIRONMENTAL RELATED LIABILITIES DUE TO OUR USE OF HAZARDOUS MATERIALS SUCH AS METHYL ETHYL-KETONE SOLVENT. We mix the ink used in some of our printers with a methyl ethyl-ketone solvent. Methyl ethyl-ketone solvent is a hazardous substance and is subject to various government regulations relating to its transfer, handling, packaging, use and disposal. We store the ink at warehouses in Europe, the United States and Israel, and a shipping company ships it at our direction. We face potential responsibility for problems that may arise when we ship the ink to customers. We believe that we are in material compliance with all applicable environmental laws and regulations. If we fail to comply with these laws or an accident involving our ink waste or methyl ethyl-ketone solvent occurs, then our business and financial results could be harmed. WE HAVE HISTORICALLY RELIED ON GOVERNMENT GRANTS, TAX BENEFITS AND OTHER FUNDING FROM THIRD PARTIES. In the past, we have benefited from certain Israeli and Belgian Government programs and tax legislation principally related to research and development and sales and marketing grants and capital investment incentives. Our operations could be adversely affected if these funding programs and tax benefits are reduced or eliminated and not replaced with equivalent benefits, or if our ability to meet the conditions to benefit from such funding programs and tax benefits were significantly reduced. We cannot assure you that favorable tax legislation will continue in the future or that the available benefits will not be reduced or that we will continue to meet the conditions to benefit from such programs and legislation. WE MUST COMPLY WITH CONDITIONS TO RECEIVE GRANTS AND TAX BENEFITS. To receive grants and tax benefits under Israeli law, Belgian law, or otherwise, we must comply with a number of conditions. If we fail to comply with these conditions, the grants and tax benefits that we receive could be partially or fully canceled and we would be forced to refund the amount of the canceled benefits received, in whole or in part, adjusted for inflation and interest. We believe that we have operated and will continue to operate in compliance with the required conditions, although we cannot be sure. POLITICAL INSTABILITY IN ISRAEL MAY DISRUPT OUR MOST IMPORTANT OPERATIONS AND OUR BUSINESS. Some of our facilities, operations and subcontractors are located in the State of Israel. Political and military conditions in Israel may affect our operations. Although most of our sales are currently being made to customers outside of Israel, we are nonetheless directly influenced by the political, economic and military conditions affecting Israel. Recent political turmoil, including the current unrest and violence in Israel, can be expected to put pressure on economic conditions worldwide. Our business could be harmed by any major hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners, or a significant downturn in the economic condition of Israel. The prospect of peace in the Middle East is uncertain and has recently deteriorated due to violent conflicts between Israelis and Palestinians. Furthermore, several countries restrict business with Israeli companies. We could be adversely affected by further set-backs to the peace process or by restrictive laws or policies directed toward Israel or Israeli businesses. In addition, all nonexempt male adult citizens of Israel, including some of our officers and employees, are obligated to perform military reserve duty and are subject to being called for active duty under emergency circumstances. While we have operated effectively under these requirements since our incorporation, we cannot predict the full impact of such conditions on us in the future, particularly if emergency circumstances occur. If many of our employees are called for active duty, our operations in Israel may be slowed and our business may be harmed. YOU MAY HAVE DIFFICULTY ENFORCING U.S. JUDGMENTS AGAINST US IN ISRAEL. We are organized under the laws of Israel and our headquarters are in Israel. Most of our officers and directors reside outside of the United States. Therefore, you may not be able to enforce any judgment obtained in the U.S. against us or any of such persons. You may not be able to enforce civil actions under U.S. securities laws if you file a lawsuit in Israel. However, we have been advised by our Israeli counsel that subject to certain limitations, Israeli courts may enforce a final judgment of a U.S. court for liquidated amounts in civil 7 matters after a hearing in Israel. If a foreign judgment is enforced by an Israeli court, it will be payable in Israeli currency. OUR OPERATING RESULTS FLUCTUATE FROM PERIOD-TO-PERIOD. The results of our operations for any quarter are not necessarily indicative of results to be expected in future periods. Our operating results have in the past been, and will continue to be, subject to quarterly fluctuations as a result of factors such as the integration of people, operations and products from acquired businesses and/or technologies, increased competition in the printing equipment industry, the introduction and market acceptance of new technologies and standards, changes in general economic conditions and changes in economic conditions specific to our industry. Further, our revenues may vary significantly from quarter to quarter as a result of, among other factors, the timing of new product announcements and releases by our competitors and us. We do not typically have a material backlog of orders at the beginning of each quarter. We generally ship and record a significant portion of our revenues for orders placed within the same quarter, primarily in the last month of the quarter. We may not learn of shortfalls in sales until late in, or shortly after the end of, such fiscal period. As a result, our quarterly earnings may be subject to significant variations. OUR BUSINESS IS SUBJECT TO RISKS FROM INTERNATIONAL OPERATIONS. We conduct business globally. Accordingly, our future results could be materially adversely affected by a variety of uncontrollable and changing factors including, among others, foreign currency exchange rates, regulatory, political, or economic conditions in a specific country or region, trade protection measures and other regulatory requirements, business and government spending patterns, and natural disasters. Any or all of these factors could have a material adverse impact on our future international business. CURRENCY FLUCTUATIONS ARE A RISK WE FACE ON A DAILY BASIS. Because we generate revenues and expenses in various currencies, including the U.S. dollar, the NIS and the Euro, our financial results are subject to the effects of fluctuations of currency exchange rates. We cannot predict, however, when exchange or price controls or other restrictions on the conversion of foreign currencies could impact our business. Currency fluctuations could hurt our profitability. OUR STOCK PRICE MAY BE VOLATILE. Our ordinary shares have experienced substantial price volatility, particularly as a result of variations between our anticipated and actual financial results, the published expectations of analysts, and announcements by our competitors and us. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many technology and manufacturing companies, in particular, and that have often been unrelated to the operating performance of these companies. These factors, as well as general economic and political conditions, may materially adversely affect the market price of our ordinary shares in the future. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, all of whom have been granted stock options. 8 ITEM 4: INFORMATION ON NUR HISTORY AND DEVELOPMENT OF NUR The company's legal and commercial name is NUR Macroprinters Ltd. The main office is located at 12 Abba Hilel Silver St., PO. Box 1281, Lod 71111, Israel. The telephone number is (011) 972-8-914-5555. NUR's registered agent in the United States is CT Corporation System located at 1633 Broadway, New York, New York 10019. NUR was incorporated as an Israeli corporation on July 29, 1987. On August 1, 1993, the Company changed its name from NUR Advertising Industry 1987 Ltd. to NUR Advanced Technologies Ltd. and, on November 16, 1997, it again changed its name from NUR Advanced Technologies Ltd. to NUR Macroprinters Ltd. Our corporate governance is controlled by the Israeli Companies Law. Our ordinary shares have been traded on the Nasdaq National Market since October 1995 and are currently traded under the symbol 'NURM.' NUR is a leading supplier of wide format and super wide format digital printing systems worldwide. In September 1998, we purchased certain piezo drop-on-demand technology from Meital Technologies Ltd. We purchased Meital's technology for an aggregate amount of $3.0 million. The Meital acquisition resulted in the recognition by us of a one-time charge involving a write-off of technology assigned to research and development of $1.95 million in the third quarter of 1998. In September 1999, we sold our 84% interest in M.NUR Marketing & Communications GmbH, (NUR Germany). This subsidiary engaged in the printing of super wide format digital graphics. In October 1999, we established NUR Pro Engineering Ltd., a joint venture in which we hold a 50% interest. We manufacture and assemble the NUR Blueboard printers and NUR Fresco printers through NUR Pro Engineering. In July 2000, we acquired substantially all assets and assumed specified liabilities of Salsa Digital Ltd. and related entities, previously one of our competitors in the digital printing market. Under the terms of our agreement, we acquired the assets for $30 million, which consisted of $20 million in cash and 666,667 ordinary shares valued at approximately $10 million, based upon the closing price of the ordinary shares on the Nasdaq National Market on May 15, 2000. In 1997, 1998 and 1999, the business we acquired from Salsa Digital had revenues of $13 million, $25 million and $33 million, respectively, compared with our revenues during the same periods of $22 million, $36 million and $61 million. In December 2000, we relocated our main facilities in Israel to a building consisting of approximately 50,000 square feet in a high-tech industrial zone in Lod, Israel. We use this facility as our headquarters and for research and development. We have invested a total of approximately $2 million in building out these facilities. The initial five-year lease of the Lod facility, which commenced November 20, 2000, provides for monthly rent of approximately $63,000. The lease agreement grants NUR an option to continue the lease term for two consecutive periods of 2.5 years each. In April 2001, we commenced implementation of a multiple phase restructuring plan in order to align our cost structure to more conservative growth rates. The restructuring actions were primarily related to the reorganization of operating activities, such as the centralization of certain research and development operations, the relocation of certain ink manufacturing activities, a reduction in workforce and a reduction in other administrative costs. The restructuring plan was initiated with the consolidation of our U.S. operations. NUR America, Inc. in Boston, MA and Salsa Digital Printers Ltd. in San Antonio, TX were integrated into a single large facility in San Antonio, TX. The two wholly owned subsidiaries operate side-by-side and share administrative and other resources. In October 2001, we continued with phase two of the overall restructuring plan by consolidating and streamlining our ink manufacturing operations. Our ink research and development operations then located in Israel, Belgium and San Antonio, TX were consolidated into a single facility in Louvain-la-Neuve, Belgium. Total restructuring costs in 2001 amounted to $3.2 million. In addition, we incurred one-time inventory write-offs of approximately $4.0 million in the first quarter of 2001. We associate the inventory write-offs with more efficient product rationalization, such as, among other things, the decrease of spare parts inventory. 9 In January 2002, we raised $7 million through the private placement of 2,333,333 of our ordinary shares to the Investment Corp. of United Mizrahi Bank Ltd. at a price of $3.00 per share. The Investment Corp. of United Mizrahi Bank Ltd. also received warrants to purchase additional 612,500 ordinary shares at an exercise price of $4.50 per warrant share, exercisable until January 17, 2006. During the first quarter of 2002, we entered into agreements with Bank Hapoalim and Bank Leumi pursuant to which the banks agreed to reschedule the repayment of our long-term loans. As part of these agreements, the Company agreed to certain covenants including the maintenance of four financial ratios. The Company is currently not in compliance with one of these covenants; however, the banks have agreed in writing, subject to certain conditions, not to act upon their contractual rights with respect to the Company's non-compliance. For more information, see 'ITEM 10.C: Material Contracts -- Long Term Loan Agreements.' In May 2002, in response to a decline in the sales of our products in the first quarter of 2002, we initiated a three-phase growth-renewal program, which includes a corporate reorganization plan, a further workforce reduction of approximately 15% of our employees and salary cuts for most of the remaining employees, and expansion of our product portfolio. We began implementation of the program in the second quarter of 2002. See 'ITEM 5: Operating and Financial Review and Prospects -- Trend Information -- Restructuring Plans.' On May 17, 2002, we filed a tender offer with the Securities and Exchange Commission pursuant to which option holders had the right to cancel and exchange certain options granted to them under the Company's 2000 Stock Option Plan, 1997 Stock Option Plan and 1995 Israel Stock Option Plan. Pursuant to the terms and conditions of the tender offer, the new options are to be granted six months and one day from the date the old options are canceled, at an exercise price equal to the market price on the date of the new grant. In order to receive the new options, option holders must continue to have a service relationship with the Company or any of its subsidiaries until the new grant date. 2,027,166 ordinary shares, representing 93% of the outstanding options under the Company's 2000 Stock Option Plan, 1997 Stock Option Plan and 1995 Israel Stock Option Plan, were available for exchange under the tender offer. The tender offer expired on June 15, 2002 and resulted in the cancellation of 1,245,316 options with varying exercise prices. For a historical view of our financing activities, including capital expenditures and divestitures, please refer to 'ITEM 5: Operating and Financial Review and Prospects.' BUSINESS OVERVIEW NUR Macroprinters Ltd. is a leading supplier of wide format and super wide format digital printing systems worldwide. We develop, manufacture, sell and service digital color printers for the printing of large images such as billboards, posters and banners, point of purchase displays, exhibition and trade show displays as well as decorations and backdrops for construction scaffolding covers, showrooms, television and film studios, museums and exhibits. We also supply our customers with inks and solvents for use with our printers and print substrates for use with all brands of wide and super wide format digital printers. In July 2000, we purchased substantially all of the assets and assumed certain liabilities of Salsa Digital Ltd. and related entities, previously one of our competitors in the digital printing market. As part of this asset purchase transaction, we acquired the rights to manufacture and sell their line of printers -- the NUR Salsa'TM' printers. These printers complement the NUR line of products by offering a full range of entry-level printers. The integrated company now consists of two research and development centers, including facilities for research and development of printing equipment in Lod, Israel and a facility for the development of inks in Louvain-la-Neuve, Belgium. We have worldwide marketing, sales and service subsidiaries in Europe, North America, Brazil and the Asia Pacific regions. Our super wide products are headed by the NUR Blueboard'TM' family of super wide format printers. The NUR Blueboard'TM' printer, a second generation of super wide format printers, was introduced by NUR in early 1997. The Blueboard printer can print on substrates of variable widths from 0.9 to 5 meters (approximately 3 to 16 feet). The Blueboard printer is based on continuous inkjet 10 digital printing technology and is designed for high throughput, high print quality, reliability and ease of use. In April 2000, we introduced the fourth and latest version of the Blueboard printers, the NUR Blueboard HIQ+'TM'. The NUR Blueboard HIQ+ offers two optional packages for multiple roll printing or double-sided printing for outdoor backlight applications and a digital calibration system providing for ease of use. The NUR Salsa Ultima'TM'5000, the super wide format printer in our NUR Salsa Ultima family of printers, offers production flexibility by allowing for both super wide print jobs (up to 5 meters or approximately 16 feet) and wide format jobs. Its piezo drop-on-demand technology provides the photorealistic printing quality needed for both super wide and wide jobs that require up-close viewing. The NUR Salsa Ultima printers are an enhanced version of the Salsa product line acquired in July 2000. Our wide format printers are headed by the NUR Fresco'TM' family of wide format printers. The NUR Fresco'TM' printer was commercially released in February 2000. The NUR Fresco printers are designed to provide a digital alternative to conventional screen printing on short and medium run jobs. The NUR Fresco printers use piezo continuous drop-on-demand inkjet technology to produce high quality graphics for a wide range of applications. These include point-of-purchase displays, banners, billboards, bus shelter graphics, posters, shopping mall displays, airport terminal displays and many more. The NUR Fresco printers print on a wide variety of substrates in roll-to-roll or roll-to-sheet modes. The 1800 model outputs in widths up to 1.83 meters (approximately 6 feet). The 3200 model outputs in widths up to 3.2 meters (approximately 10 feet). In September 2001, we introduced a new and improved version of the Fresco series, the NUR Fresco HiQ'TM' printers, which are designed to provide enhanced image quality, enhanced color gamut and text sharpness, operational ease, and improved uptime and productivity. The NUR Fresco HiQ printers also offer double-density printing for printing backlit graphics. In April 2002, we announced the latest version of the Fresco series -- the NUR Fresco HiQ 8C models. The NUR Fresco HiQ 8C is based on the previous model which has been modified to print using eight colors instead of the standard 4-color inkset. Modifications to the printer include changes to the ink system to accommodate eight colors and a new switch box that enables fast and easy switching between the 4-color and the 8-color printing modes. NUR's software has also been modified to support 8-color printing. The 8-color printers have entered a beta-site testing period of approximately six months following which they will be available both as an upgrade to existing NUR Fresco 4-color printers and as a new product delivered from the manufacturer. We also offer NUR Salsa Ultima'TM' wide format printers. The NUR Salsa Ultima wide format digital printers include the NUR Salsa Ultima line of 32-head, piezo technology digital printing systems. These systems are capable of printing on variable widths from 1.5 to 3.2 meters (approximately 5 to 10 feet). In November 2001 we introduced our new family of printers, the NUR FabriGraph'TM' printers. NUR FabriGraph is a series of production wide format inkjet printers designed specifically for textile applications. The NUR FabriGraph series include the NUR FabriGraph DS3200, a 3.5 meters wide (approximately 11 feet) printer and the NUR FabriGraph DS1500, a 1.5 meters wide (approximately 5 feet) printer. NUR FabriGraph printers use piezo drop-on-demand inkjet technology to print onto standard dye sublimation carrier substrates, for subsequent transfer by conventional heat press to textile fabrics containing a minimum of 50% polyester, as well as a range of rigid and flexible polyester-coated materials. The NUR Blueboard printers, the NUR Fresco, the NUR Salsa and the NUR Fabrigraph printers are sometimes referred to collectively herein as the 'Company Printers'. We also sell specialized inks and substrates for use with our printers. The inks sold by NUR to our customers for use with the NUR Blueboard, NUR Fresco and the NUR Salsa Ultima printers are resistant to water and ultraviolet rays and are well suited for indoor and outdoor use without lamination. The specialized inks for use with the NUR Fabrigraph are mainly suitable for indoor 11 applications and do not offer outdoor durability without lamination. The substrates we sell to our customers are also suitable for indoor and outdoor use and are made of vinyl, PVC and various textiles. We sell our printers and related products primarily to commercial printers, design and service firms, screen printers, commercial photo labs, outdoor media companies and trade shops. The Company's Printers are installed in more than 600 sites throughout Europe, North and South America, Africa and Asia. INDUSTRY BACKGROUND The market for printed applications requiring wide format and super wide format printing has expanded during the last few years. Wide format and super wide format printing applications include billboards, flags, posters and banners, special event and trade show displays, point of purchase displays, fleet graphics, decorations and backdrops. For example, the retail, automotive, restaurant, travel and gasoline industries use outdoor advertising to promote their products in numerous locations including roadside billboards and posters displayed on streets and buildings, as well as the outside of buses, vans, trucks and trains, so-called vehicular graphics. Wide format and super wide format prints can also be found in theaters as stage decorations, in museums and exhibitions as backdrops or displays and on construction sites as building site coverings. Prior to the introduction of digital printing systems, wide format and super wide format short-run prints were produced either by hand painting, which is relatively slow and expensive, and produces lesser quality images, or by screen or offset printing, both of which are relatively expensive and time consuming processes. With the cost of digital printing expected to decrease and the ability of digital technology expected to produce shorter runs more economically, we believe that the use of wide format and super wide format prints, such as those produced by the Company's Printers, should grow, and that the portion of the market serviced by digital printing will continue to increase. The ability to produce wide format and super wide format images digitally has also opened new media opportunities for advertisers, such as mural printing, carpet printing and new forms of fleet graphics printing. The growth in demand for wide format and super wide format digital printers is fueled by both the replacement of conventional print methods and by the development of new printing applications. TRADITIONAL WIDE FORMAT AND SUPER WIDE FORMAT PRINTING METHODS Conventional methods of wide format and super wide format printing have included hand painting, screen printing and offset printing. Generally, producing wide format and super wide format color prints by traditional methods in relatively short runs from a few copies to a few hundred copies, depending on the application, has either been relatively slow and expensive or of limited quality. Because of the inherent limitations of the traditional wide format and super wide format printing methods, quality wide format and super wide format prints produced by these methods are generally limited to long runs of identical prints, designed and prepared well in advance or, in the case of hand painting, to single print applications. As a result, traditional methods of producing wide format and super wide format prints have not provided timely and economic solutions for the needs of the short run printing market. Hand Painting. Hand painting involves either the projection of an image onto a substrate, which is then drawn onto the substrate and subsequently painted by hand, or the spraying of paint onto material covered by a template that has been cut to the desired shape. The process of hand painting is an alternative mainly in developing countries where labor costs are significantly lower and where the significantly lower image quality is tolerated by the local market. Screen Printing. The screen-printing process is distinguished by its ability to print finely detailed images on practically any surface, including paper, plastics, metals and three-dimensional surfaces. However, the process requires significant set-up time and investment in materials before the image can be sent to press. This cost constrains the minimum number of copies the screen printer can produce economically. As screen-printing is a highly labor-intensive process, it is best suited for run lengths between 20 to 400 copies. Hence, this market is a clear target in which we believe our digital printers can be highly competitive. 12 Offset Printing. Offset color printing generally produces very high quality images compared to hand painting or screen-printing. However, because of the complex steps involved in offset color printing, each printing job, whether small or large, involves substantial set-up time and costs. In addition, much like hand painting and screen-printing, alterations and customizations are not economically feasible unless the entire offset color printing process is repeated. Another drawback is that the variety of substrate materials and widths suitable for use with offset printing machinery is limited. In general, offset color printing is best suited for long print runs. WIDE FORMAT AND SUPER WIDE FORMAT DIGITAL PRINTING The introduction of digital printing is aiding in the transformation of the wide format and super wide format printing industry by lowering set-up costs, shortening turnaround time and reducing labor requirements. We believe that the availability of wide format and super wide format digital printing should lead to an increase in demand for limited runs of customized and localized advertising campaigns. In addition, we believe that single use applications, such as the use of banners, displays and backdrops for trade shows, theme parks, entertainment and special events, should become more popular. We believe that the market for wide format and super wide format printing should increase as current applications gain market acceptance and as new applications are developed. Digital printing involves the production of hard-copy images and text from digital data that is either generated on a computer at the printing site or originated by a customer on the customer's computer system. The digital data is then transferred directly from an electronic pre-press or desktop publishing system to the digital printer. There are currently several digital printing technologies available, including electrostatic, airbrush, drop-on-demand, thermal transfer and continuous inkjet printing. Electrostatic Printing. Electrostatic printing is a non-impact printing technique that employs an array of metal styli, selectively pulsed to a high potential to generate a charged latent image on dielectric-coated paper, which is then toned to develop the latent image into a visible image. The achievable printing resolution is up to 400 dots per square inch. The main drawback of the technology is the need for special and expensive substrates and toners. This requirement increases the cost of consumables considerably. Thermal Transfer Printing. Thermal transfer printing is a contact printing technology that employs arrays of heated needles and pressure to melt and transfer wax based inks from a carrier roll onto a restricted variety of substrates. Like electrostatic printing, thermal transfer printing requires relatively expensive consumables. Airbrush Printing. Airbrush printing is accomplished by forcing a low viscosity colored fluid through small aperture nozzles, thus creating a spray jet. Computer driven modulation of the spray jets causes an image-wise colored layer to be deposited onto the substrate. The strongest feature of airbrush technology is the printer's ability to cover large areas with uniform color. One manufacturer of airbrush printers produces a printer that can simultaneously print on both sides of a poster, which is important for signs that are rear-illuminated. Piezo Continuous Inkjet Printing. Continuous inkjet printing technology involves the continuous flow of electrically conductive ink within a closed loop that is deflected onto a specific location on a sheet of paper or other medium. The ink is separated into uniform micro-drops and the micro-drops are electronically directed to be printed onto a selected area of the medium. Continuous inkjet printing technology allows for high-speed printing and produces images with good resolutions sufficient for viewing from distances of beyond five feet. Unlike airbrush printers, continuous inkjet printers also produce multiple copies with consistent color quality. The cost of equipment using continuous inkjet printing technology is relatively high in comparison to printers using electrostatic technology. However, the cost of the output produced with continuous inkjet printers is lower than that of electrostatic printers. Although the printer and printing costs of continuous inkjet printing and airbrush technology are comparable, continuous inkjet printers produce higher quality prints at higher speeds and with more consistent color. NUR's Blueboard printers all use piezo continuous inkjet printing technology. Piezo Drop-On-Demand Inkjet Printing. Drop-on-demand technology involves the intermittent firing of ink drops when needed on the substrate. It provides high resolution and enables use of a 13 variety of inks, for home, office and industrial use. In September 1998, we acquired from Meital Technologies Ltd. all rights (including all related assets) to Meital's piezo drop-on-demand inkjet technologies for application in wide format digital printers. To address the needs of the wide format market for higher resolution images for use with shorter viewing distances, we utilize continuous drop-on-demand technology in the NUR Fresco printers and drop-on-demand inkjet technology in the NUR Salsa Ultima printers. Drop-on-demand technology was primarily developed for office use and is characterized by a relatively higher resolution and a selected range of substrates. In Comparison, continuous inkjet printing technology was developed mainly for use in industrial applications, and therefore, shows a more uniform and stable color output, and the ability to print on a wide selection of substrates. Dye Sublimation Printing. Dye-sublimation is a process that uses heat-sensitive inks to print on coated inkjet paper. The image is then transferred using a heat press onto a polyester coated substrate. The image becomes an inherent part of the material. The NUR FabriGraph printers utilize the dye-sublimation technology to allow for textile applications of wide format digital printing. We believe that our NUR Blueboard printers are currently the only commercially available super wide format digital printers using piezo continuous inkjet technology. Although the NUR Fresco is not the only continuous drop-on-demand printer available in the wide format market, we believe that its productivity makes it particularly attractive to screen printers. Our NUR Salsa Ultima printers complement our product line by offering a full-range of printers at entry-level prices. Our most recent commercial release, the NUR FabriGraph, rounds-out our equipment line with production oriented printers designed for the short run, on demand, digital printing of signage textiles such as flags, banners and tradeshow exhibits. We believe that the Company's Printers have been designed and engineered to fit the overall needs of their respective wide format and super wide format printing markets. NUR's strategy is to: strengthen our position as a world leader in the wide format and super wide format digital printing markets by supplying the most productive and cost-effective wide format and super wide format digital printers and totally digitally-based printing solutions for the out-of-home advertising market; replace a significant portion of existing large format screen printers with our large format digital inkjet printers; be our customers' vendor of choice for all of their ink and substrate needs; enable our customers to develop new ways to profit from our printing systems; and provide our customers with highly responsive and capable support, service and supplies. PRODUCTS NUR's revenues are derived primarily from the sale and service of the Company's Printers and the sale of consumables used with the Company's Printers. The consumables consist primarily of ink and substrates. See 'ITEM 5: Operating and Financial Review and Prospects -- Geographic Breakdown of Revenues' for more information on the breakdown of revenues by category of activity and into geographic markets. PRINTERS Super Wide Format Digital Printers Since the beginning of 1997, NUR has been marketing and selling the NUR Blueboard printer, a second-generation super wide format printer that is capable of producing prints of up to 5 meters (approximately 16 feet) in width with practically no limit on the length of the print. The NUR Blueboard is designed for high throughput, high print quality, reliability and ease of use. When wider widths of prints are required, the NUR Blueboard printer, (as is the case with the other our other 14 printers), creates a print layout in sections that, when seamed and placed together, create a continuous image due to the NUR Blueboard printer's high level of color consistency and accuracy. In April 2000, we introduced the fourth and the latest of the NUR Blueboard printers the NUR Blueboard HIQ+. The NUR Blueboard HIQ+ offers a digital calibration system that provides ease of use and two optional packages for multiple roll printing or double-sided printing for outdoor backlight applications. The NUR Blueboard HIQ+ is available both as an upgrade to existing NUR Blueboard printers and as a new product delivered from the manufacturer. The NUR Blueboard printers are all based on piezo continuous inkjet technology, which is particularly suitable for the super wide format market due to our outdoor durable inks, color consistency, high reliability and adaptability for use with a variety of substrate materials including vinyl, carpet, canvas, tarpaulin and mesh. The NUR Blueboard printers accept a wide variety of rolled substrates, differing in types and sizes, with a new design feeding mechanism that allows for ease of loading and unloading of substrate rolls weighing 330 pounds or more. The NUR Blueboard printers are unique in that they are able to print at their respective top speeds (up to 320 square feet per hour for the NUR Blueboard and up to 650 square feet per hour for the NUR Blueboard 2, and the NUR Blueboard HiQ and HiQ+) while printing at their respective highest visual resolutions (70 dots per square inch for the NUR Blueboard and NUR Blueboard 2 and 150 dots per square inch for the NUR Blueboard HiQ and HiQ+). They print directly from digital data, using no printing plates. The NUR Blueboard printers' software accepts many popular types of image formats and images with various resolutions and converts them automatically for printing. In addition, the NUR Blueboard printers' software can be connected to any communication configuration supported by the operating system, which enables smooth integration of the printers in the pre-press environment for higher productivity. The NUR Blueboard printers' operating software is based on Microsoft Corporation's Windows NT multitasking operating system, which enables printing while preparing the next job for print. The software has sophisticated color correction tables that enable the printers to match color output according to substrate characteristics. The NUR Blueboard printers are marketed primarily to commercial printers, design and service firms, screen printers, outdoor media companies and trade shops for shorter run, wide format and super wide format printing. Our NUR Blueboard printers reproduce images with visual resolutions of 70-150 dots per square inch, which allows for superior viewing from distances of 5-10 feet or more, depending on the image file resolution. The NUR Blueboard printers are capable of producing millions of distinctive colors. Thanks to the constant ink monitoring and control built into its continuous inkjet printing technology, the NUR Blueboard printers achieve a high level of color consistency for copies printed at different times and under different environmental conditions in the shop. Generally, depending upon the required print resolution, the NUR Blueboard printer operates at speeds of up to 320 square feet per hour. The NUR Blueboard 2, the NUR Blueboard HiQ and the NUR Blueboard HIQ+ operate at speeds of up to 650 square feet per hour. The NUR Salsa 5000 is a cost-effective super wide digital printer. NUR Salsa 5000 offers production flexibility by allowing for both super wide print jobs (up to 5 meters or approximately 16 feet wide) and wide format jobs. Its piezo drop-on-demand technology provides the photorealistic printing quality needed for both super wide and wide jobs that require up-close viewing. In March 2002, we introduced the new NUR Salsa Ultima 5000. The NUR Salsa Ultima 5000 is designed to provide enhancements to the NUR Salsa printer in the areas of quality, color matching, productivity, material handling and reliability. The NUR Salsa Ultima 5000 is available both as an upgrade to existing NUR Salsa 5000 and as a new product delivered from the manufacturer. We believe the NUR Salsa Ultima 5000 complements our product line, by offering a cost-effective super wide format, photo realistic digital printer at entry-level prices. Wide Format Digital Printers Our wide format printers are headed by the NUR Fresco family of wide format printers. The first NUR Fresco printer was commercially released in February 2000. We believe that the NUR Fresco printer offers a digital alternative to screen printing for short to medium length prints, eliminating the 15 high set-up cost associated with films and screen preparation costs which are the basis of screen printing. The NUR Fresco printers use piezo continuous drop-on-demand inkjet technology to produce high quality graphics for a wide range of applications. These include point-of-purchase displays, banners, sheet billboards, bus shelter graphics, posters, shopping mall displays, airport terminal displays and many more. The NUR Fresco printers print on a wide variety of substrates in roll-to-roll or roll-to-sheet modes. The 1800 model outputs in widths up to 1.83 meters (6 feet). The 3200 models output in widths up to 3.2 meters (approximately 10 feet). In September 2001, we introduced a new and improved version of the Fresco series, the NUR Fresco HiQ printers, which are designed to provide enhanced image quality, enhanced color gamut and text sharpness, operational ease, and improved uptime and productivity. The NUR Fresco HiQ printers also offer double-density printing for printing backlit graphics. In April 2002, we announced the latest version of the Fresco series, the NUR Fresco HiQ 8C models. The NUR Fresco HiQ 8C is based on the previous model which has been modified to print using eight colors instead of the standard 4-color inkset. Modifications to the printer include changes to the ink system to accommodate eight colors and a new switch box that enables fast and easy switching between the 4-color and the 8-color printing modes. NUR's software has also been modified to support 8-color printing. The 8-color printers have entered a beta-site testing period of approximately six months following which they will be available both as an upgrade to existing NUR Fresco 4-color printers and as a new product delivered from the manufacturer. The Fresco media program has been developed by NUR in tandem with leading substrate manufacturers in the market to offer NUR Fresco users a variety of media choices suitable for all types of applications and price ranges. By developing this open media system, NUR Fresco printers offer low operating costs without binding the user to a specific provider of expensive consumables. The NUR Salsa Ultima wide format printers include the NUR Salsa Ultima line of 32-head, piezo technology digital printing systems. Various NUR Salsa Ultima models print up to eight colors at up to 600 dots per square inch, in print widths of 5 feet, 8 feet and 10 feet, offering production, enhanced photo realistic and photo high quality modes of operation. With speeds up to 40 square meters (or approximately 410 square feet) per hour for commercial output, the NUR Salsa Ultima series makes both one-offs and short-run jobs profitable. This series of printers uses low-cost consumables and prints on a wide selection of substrates, ensuring low operating costs. The Salsa Media Program is a partnership with leading substrates manufacturers to offer NUR Salsa users a variety of media choices suitable for all types of applications and price ranges. These media are profiled on the NUR Salsa printers with the NUR Salsa ink system for increased quality performance and reliability. We believe the NUR Salsa Ultima series complements our product line, by offering a full a range of cost-effective wide format, photo realistic digital printers at entry-level prices. Dye Sublimation Wide Format Digital Printers In November 2001, we introduced our new family of printers, the NUR FabriGraph'TM' printers. NUR FabriGraph is a series of production wide format inkjet printers designed specifically for textile applications. The NUR FabriGraph'TM' series includes the NUR FabriGraph DS3200, 3.5 meters (approximately 10 feet) wide printer, and the NUR FabriGraph DS1500, 1.5 meters (approximately 5 feet.) wide printer. NUR FabriGraph printers use piezo drop-on-demand inkjet technology to print onto standard dye sublimation carrier substrates, for subsequent transfer by conventional heat press to textile fabrics containing a minimum of 50% polyester, as well as a range of rigid and flexible polyester-coated materials. The NUR FabriGraph printers are capable of delivering an apparent print resolution of up to 600 dots per square inch on all textile fabrics containing a minimum of 50% polyester, as well as a range of rigid and flexible polyester coated materials. 16 The Company's Printers -- General The Company's Printers can be operated in a standalone mode or in conjunction with pre-press and desktop publishing systems. When configured with a pre-press system, the pre-press workstation prepares the digital file containing the specifications for the output to be produced. The Company's Printers require little operator supervision, enabling one operator to run several machines at once. While an operator must be specifically trained in the operation of a printer, no special color mixing skills are required unlike conventional methods such as offset printing. The Company's Printers can significantly reduce the set-up costs associated with each print job, the skill level of the personnel required and the number of skilled personnel required as compared to traditional methods of wide format and super wide format printing. These advantages make wide format and super wide format short-run color printing significantly more economical than conventional printing methods. Additionally, the relatively quick turnaround for the printed product enables the Company's Printers to produce more output in a given period, thereby lowering the costs of labor per print. Unlike hand painting, and screen or offset printing, the layout can be viewed through the pre-press workstation prior to printing, permitting last minute fine-tuning. By running a single copy of the print, corrections of text, enhancements of images, and additions of color can all be accomplished with minimal time, effort and cost. Additionally, since the format can readily be changed, the Company's Printers allow the end-user to make each print in the run different, with little time, effort, or additional cost. For example, if so desired, different languages, graphics and text can be added to each print in a run. During the years ended December 31, 1999, 2000 and 2001, sales of the Company's Printers accounted for approximately 55%, 65% and 54%, respectively, of NUR's total consolidated sales. Sales of spare parts used in the Company's Printers accounted for approximately 2.4%, 2.3% and 5.4% of total sales in the years ended December 31, 1999, 2000 and 2001, respectively. Currently, the retail prices of the Company's Printers generally range from $169,000 to $459,000 per machine. Consumables NUR sells consumables (inks and printing substrates) primarily to the users of the Company's Printers. Our wholly owned subsidiary NUR Media Solutions is directly responsible for the sales of all NUR consumables, including both inks and substrates in all Europe, Middle East and Africa, North, Central and South America and the Asia Pacific region. Inks The NUR Blueboard printers use specialized solvent-based pigmented ink designed for the needs of the super wide format market. The ink is resistant to water and ultraviolet rays, making it fairly durable and thus well suited for outdoor conditions. The NUR Blueboard, through the utilization of the ink, can print on almost an unlimited variety of substrates, including numerous types of paper, vinyl, cloth, textiles, mesh and metals. The ink enables the output of the NUR Blueboard to be used both for indoor and outdoor advertising. This ink used by the NUR Blueboard printers was developed with our participation by Imaje S.A., a French ink manufacturer, specifically for use in the NUR Blueboard. We have an exclusive distribution and manufacturing agreement with Imaje for the use of the ink. The agreement between NUR and Imaje calls for mutual exclusivity to be kept for as long as both parties abide by the agreement. The NUR Fresco printers, the NUR Salsa Ultima series and the NUR FabriGraph use specialized all-in-one solvent-pigment based ink designed for the needs of the wide format market and suited for drop-on-demand technology printers. This ink is developed to ensure color-real, long lasting, color consistent, weather resistant prints. Until October 2001, inks for the NUR Fresco printers were manufactured by Stillachem, a wholly owned subsidiary of NUR. Stillachem focused on the development and manufacture of specialized inks for drop-on-demand digital printing systems and inks for other digital printers, including clear-coat 17 varnishes for wide format and super wide format printers. In October 2001, we consolidated and streamlined our ink manufacturing, research and development operations. Our ink research and development operations previously located in Israel, Belgium and San Antonio, TX were consolidated into a single facility in Louvain-la-Neuve, Belgium. Inks for the NUR Fresco and NUR Salsa printers are now manufactured by our wholly owned subsidiary Salsa Digital Printers in San Antonio, TX. During the years ended December 31, 1999, 2000 and 2001, sales of the ink accounted for approximately 23.1%, 20.0% and 26.1%, respectively, of NUR's total sales. Substrates As of June 1998, NUR also began supplying, through our wholly owned subsidiary in Belgium, NUR Media Solutions, specialized substrates designed to work with our printers and ink. NUR sells substrates under the NUR brand name that are manufactured for us by several different suppliers. The substrates are made of vinyl, PVC, paper and mesh and are suited for indoor and outdoor use. The substrates are distributed worldwide by our sales and service subsidiaries. All NUR-branded materials are manufactured exclusively for NUR Media Solutions. In addition to its own branded substrates, NUR Media Solutions has developed partnership programs with leading suppliers of self-adhesive vinyl, micro-perforated vinyl, paper, banner vinyl, and textiles which offers users of the NUR Fresco and NUR Salsa specially endorsed substrates. SALES AND MARKETING We distribute and sell our products through the following wholly owned subsidiaries: NUR Europe (including the Middle East & Africa division), NUR America, NUR Asia Pacific, NUR Shanghai, NUR DO Brazil Ltda., NUR Japan and NUR Media Solutions. In July 2000, we purchased substantially all of the assets and specified liabilities of Salsa Digital Ltd. and related entities, previously one of our competitors in the digital printing market. We have fully integrated the former Salsa Digital sales and marketing force into our own existing marketing, sales and service subsidiaries in Europe, North America, Brazil and the Asia Pacific regions. Our marketing activities include participating in relevant tradeshows worldwide, advertising in trade publications, marketing directly to a target base, as well as publishing our own newsletters, participating in services and industry forums and maintaining an internet site. Through NUR Media Solutions, we are working to develop, market and sell a wide range of advanced consumables for our wide format and super wide format printers. Included in such consumables are our inks, clear coats and a range of specialized substrates, all of which are designed to work with our existing range of printers. The Israeli Government, through the Fund for the Encouragement of Marketing Activities of the Ministry of Industry and Trade, awards participation grants for marketing expenses incurred overseas. As of December 31, 2001, we received $1.27 million for the promotion of our printers. NUR is no longer eligible for support from the Marketing Fund due to its reaching the maximum allowed export revenues. NUR is obligated to pay a royalty of 3 - 4% of the export added value to the Marketing Fund until 100% of the grants have been repaid. The value of the grants received (including grants received in previous years), are linked to the U.S. dollar. As of December 31, 2001, we had made royalty payments in respect of such grants to the Marketing Fund totaling approximately $0.35 million. PRODUCTION AND SOURCES OF SUPPLY NUR manufactures and assembles the NUR Blueboard and NUR Fresco printers through NUR Pro Engineering, a 50% owned affiliate of NUR. Full system integration and acceptance and quality control testing of the printers are conducted by us at a NUR Pro Engineering facility located near our operations in Israel. Product quality control tests and inspections are performed at various steps throughout the manufacturing process, and each product is subject to a final test prior to delivery. We believe that, to meet increases in sales, we can expand NUR Pro Engineering's production capabilities or engage subcontractors to carry out certain of the manufacturing or the assembly of our printers. NUR supplies NUR Pro Engineering with the inkjet heads used in the NUR Blueboard 18 printers, which we acquire from Imaje, the sole manufacturer and supplier of these components. With the NUR Fresco printer, most of the components are available from several sources; however, the drop-on-demand inkjet printheads used in the NUR Fresco printer, are currently purchased exclusively from Modular Ink Technology, a Swedish company. We have contracted with Modular Ink Technology to ensure the supply of printheads, though this company is our sole supplier. The NUR Salsa line of printers is assembled by our wholly owned subsidiary Salsa Digital Printers. Frames for the NUR Salsa printers are manufactured, primarily, by an unaffiliated subcontractor, Gandi Innovations Corp., and the inkjet printheads for the NUR Salsa are purchased exclusively from Modular Ink Technology. To date, we have been able to obtain adequate supplies of the components and raw materials necessary to produce our printers and have not had any serious problems with our subcontractors. As our business grows, however, we will need to purchase greater quantities of components on a timely basis. Any delay in supply could ultimately hurt our business. As of June 1998, NUR also began supplying, through our wholly owned subsidiary in Belgium, NUR Media Solutions, specialized substrates designed to work with the Company's Printers and our ink. NUR sells substrates under the NUR brand name that are manufactured by several different suppliers for us. The substrates are made of vinyl, PVC, paper and mesh and are suited for indoor and outdoor use. To date, we have not experienced any material supply problems with the substrates. SERVICE AND SUPPORT Installation, post sale support and warranty services of our products, are provided by NUR America, NUR Europe, (including the Middle East & Africa division), NUR Asia Pacific, NUR Shanghai, NUR DO Brazil Ltda. and NUR Japan. In most cases, our warranty to our direct customers and distributors covers defects in the Company's Printers for a period of six months after installation, and, in most cases, NUR has a parallel warranty from our subcontractors or from their suppliers with respect to most of the components covered by our warranty. NUR is also committed to maintaining sufficient spare parts and materials necessary for the operation of the Company's Printers for a period of five years after the manufacturing date of the last NUR printer. RESEARCH AND DEVELOPMENT NUR's research and development efforts, which currently engage approximately 50 employees, are focused on developing new products and technologies, enhancing the quality and performance relative to price of our existing products, reducing manufacturing costs, upgrading and expanding our product line through the development of additional features and improving functionality in response to market demand. We have two research and development facilities, including a facility located at our headquarters in Lod, Israel and a facility located in Louvain-la-Neuve, Belgium. Total research and development expenses, before royalty bearing grants, were approximately $5.5 million, $15.0 million and $10.9 million in the years ended December 31, 1999, 2000 and 2001, respectively. In the year ended December 31, 2000, $4.3 million of these expenses were due to a one-time write-off of in-process research and development related to the Salsa Digital asset purchase transaction. Research and development expenses are composed principally of salaries for employees, the hiring of subcontractors, depreciation of capital investment in infrastructure for software and electronic designs and prototype material costs. Initially, NUR relied on outside research and development. We began our own research and development operations in early 1994. Between December 1997 and March 1999, NUR Europe, one of our subsidiaries, received a grant from local authorities in Belgium for reimbursement of up to 70% of its total research and development investment, which it carries out in Belgium, up to approximately $0.6 million. NUR Media Solutions markets and sells the products developed under the grant, and reimburses the Belgium authorities at a rate of 3% of the revenue generated from the sale of the products. NUR Media Solutions has 19 reimbursed the Belgium authorities for approximately $0.08 million as of December 31, 2001. NUR Media Solutions has established a research and development center in Belgium dedicated to the research and development of print substrates and inks for use with the Company's Printers. Between May 1999 and April 2000, NUR Media Solutions received a grant from the Belgium authorities for reimbursement of up to 50% of its total research and development investment, which it carries out in Belgium, up to approximately $0.3 million. NUR Media Solutions will reimburse the grant at a rate of 6% of the revenue generated from the products developed under the grant. As of December 31, 2001, NUR Media Solutions had a contingent obligation to pay royalties in the amount of $0.88 million. In September 1998, we purchased certain piezo drop-on-demand technology from Meital Technologies Ltd. We purchased Meital's technology for an aggregate amount of $3.0 million. The Meital acquisition resulted in the recognition by us of a one-time charge involving a write-off of technology assigned to research and development of $1.95 million in the third quarter of 1998. In July 2000, we purchased all of the assets and assumed specified liabilities of Salsa Digital Ltd. and related entities, previously one of our competitors in the digital printing market. The Salsa Digital asset purchase transaction resulted in the recognition by us of a one-time write-off of $4.3 million assigned to in-process research and development. In the past, NUR has received grants from the Government of Israel, through the Office of the Chief Scientist, for the development of our systems and products, including the Outboard printer. NUR received approximately $0.74 million, $0.26 and $0 million in research and development grants from the Office of the Chief Scientist in the years ended December 31, 1999, 2000 and 2001, respectively. The Office of the Chief Scientist awards grants of up to 50% (and in certain circumstances up to 66%) of a project's approved expenditures in return for royalties. Under the terms of funding, royalties are payable generally at a rate of 2% to 3% on sales of products developed from the funded project and ending when 100% to 150% of the dollar value of the grant is repaid. During 2001, we made royalty payments of $0.2 million in respect of such grants to the Office of the Chief Scientist. As of December 31, 2001, we had a contingent liability to pay $0.26 million in future royalty payments. NUR royalty payments to the Office of the Chief Scientist are in respect of sales of the NUR Fresco printers. The terms of the grants prohibit the manufacture of products developed with government grants outside of Israel or the transfer out of Israel of the technology developed pursuant to these grants without the prior consent of the Office of the Chief Scientist. These restrictions do not bar exports from Israel of products developed with such technologies. In addition, the know-how from the research and development that is used to produce the product may not be transferred to third parties or out of Israel without the approval of the Office of the Chief Scientist. COMPETITION The principal competitive factors affecting the sales of our products are their performance relative to price, productivity and throughput, product features and technology, quality, reliability, cost of operation and consumables, the quality and costs of training, support and service as well as the flexibility of adapting to customers' applications of the products. Other competitive factors include the ability to provide access to product financing, NUR's reputation and customer confidence in NUR to continually develop new products and product accessories that will help them maintain and grow their business. Our main competitors in the super wide format arena are Vutek and Scitex Vision. Both companies have introduced products that directly compete with the NUR Blueboard and NUR Salsa Ultima super wide printers. In the wide format market, the main competitors are Scitex, through its subsidiary, Scitex Vision Ltd., 3M Image Graphics, Vutek and Raster Graphics Inc. These companies have introduced products that compete with the NUR Fresco and NUR Salsa printers. The printing industry is large, and many of our competitors may possess greater management, financial, technical, manufacturing, marketing, sales, distribution and other resources than those of NUR. As a result, there can be no assurance that competitors will not develop and market products utilizing new technology that are competitive in price and performance with the Company's Printers, and there can be no assurance that we can compete effectively with such products. 20 TRADE SECRETS, PATENTS AND PROPRIETARY RIGHTS We currently rely on a combination of trade secrets, licenses and patents, together with non-disclosure and confidentiality agreements, to establish and protect our proprietary rights in our products. No assurance can be given that NUR's existing patents or any future patents by NUR will not be challenged, invalidated, or circumvented, or that our competitors will not independently develop or patent technologies that are substantially equivalent or superior to our technology. There can be no assurance that further patent protection will be obtained in Israel, the United States, or elsewhere, for existing or new products or applications, or that such further protection, if obtained, will be effective. In some countries, meaningful patent protection is not available. We are not aware of any material claim that our products infringe upon the proprietary rights of third parties. However, there can be no assurance that third parties will not assert infringement claims against NUR in the future, and the cost of responding to such assertions, regardless of their validity, could be significant. In addition, such claims may be found to be valid and could result in awards against NUR, which could have a material effect on our business. As a result, the cost to NUR of protecting our patent rights could be substantial. We believe that our success is less dependent upon the legal protection afforded by patent and other proprietary rights than on the knowledge, ability, experience and technological expertise of our employees and our key suppliers. It is NUR's policy to have employees sign confidentiality agreements, to have selected parties, including key suppliers, subcontractors and distributors, sign non-competition agreements, and to have third parties sign non-disclosure agreements. Although NUR takes precautionary measures to maintain our trade secrets, no assurance can be given that others will not acquire equivalent trade secrets or otherwise gain access to or disclose NUR's proprietary technology, or that we can meaningfully protect our rights to such proprietary technology not subject to patent protection. EMPLOYEES AND LABOR RELATIONS As of December 31, 2001, we employed 404 persons worldwide, about twelve percent of which work in research and development. Approximately one-fifth of these employees are employed by NUR in Israel and the remainder are employed by our subsidiaries worldwide. All of the NUR's employees who have access to confidential information are required to sign a non-disclosure agreement covering all of our confidential information that they might possess or to which they might have access. We believe our labor relations are satisfactory. We have never experienced a strike or work stoppage. We believe our future success will depend, in part, on our ability to continue to attract, retain, motivate and develop highly qualified technical, marketing and sales as well as management personnel. Israeli law generally requires severance pay equal to one month's salary for each year of employment upon the termination of employment. NUR's liability for future severance pay obligations is fully provided for by payments equal to 8.33% of an employee's salary each month made to various managers' insurance policies and by accrual. The employees of NUR are usually provided with an additional contribution toward their retirement that amounts to 10% of wages, of which the employee and the employer each contributes half. Furthermore, Israeli employees and employers are required to pay predetermined sums to the National Insurance Institute, which is similar to the United States Social Security Administration, and additional sums towards compulsory health insurance. INSURANCE We believe that the insurance coverage for our business is in accordance with industry standards and is adequate and appropriate in light of our businesses and the risks to which they are subject. LEGAL PROCEEDINGS In December 1999, Poalim Capital Markets Ltd., an Israeli company engaged in the business of mediation and assistance in securities transactions, filed suit in the District Court of Tel Aviv, Israel, against NUR and Isal Amlat Investments (1993) Ltd. Poalim Capital Markets claimed that NUR, in executing a private placement agreement with Isal Amlat Investments (1993) Ltd. and Dovrat & Co. Ltd. in September 1999, breached an agency agreement with Poalim Capital Markets. Poalim Capital 21 Markets seeks enforcement and monetary relief up to approximately $0.33 million. NUR believes that the claims are without merit and is defending itself vigorously against the action. The Poalim Capital Markets' litigation, whether or not determined in our favor or settled by us, may be costly and may divert the efforts and attention of our management from normal business operations. In September 2000, Abudi Signage Industry Ltd., an Israeli company, and Abudi Printing Technology Ltd., a wholly owned subsidiary of Abudi Signage Industry Ltd. (collectively, the 'Abudi Parties'), filed suit in the District Court of Tel Aviv, Israel, against Meital Technologies Ltd., Mr. Kobi Markovitz (the major shareholder of Meital), who is currently a consultant to NUR in the field of technologies development, NUR and Erez Shachar, our President and Chief Executive Officer. The Abudi Parties claim that Meital, in selling its peizo drop-on demand technology to NUR breached agreements between the Abudi Parties and Meital pursuant to which: (i) Meital was to develop, manufacture and sell to the Abudi Parties an upgrade for Abudi's Vutek airbrush digital printers and Abudi was to receive the exclusive right to market, distribute and sell these upgrades, and (ii) Abudi was provided an option to purchase up to 20% of Meital shares upon terms and conditions no less favorable than other investors. The Abudi Parties claim that NUR knowingly purchased the Meital technology and therefore caused Meital to breach its option agreements with the Abudi Parties. The Abudi Parties seek consequential and indemnification monetary damages up to approximately $4.95 million. In May 2002, the parties reached an out-of-court settlement whereby the Company undertook to pay the Abudi Parties $0.14 million for the complete and final settlement of this matter. We are not currently subject to any other material legal proceedings. We may from time to time become a party to various legal proceedings in the ordinary course of our business. ORGANIZATIONAL STRUCTURE As of December 31, 2001, the following chart presents our corporate structure, the jurisdiction of incorporation of our subsidiaries and the percentage of shares that we hold in those subsidiaries.
SUBSIDIARIES PERCENTAGE JURISDICTION OF INCORPORATION ------------ ---------- ----------------------------- Encre Consumables B.V. .................................. 100% Amsterdam, Netherlands NUR America Inc. (NUR America)........................... 100% Texas, United States NUR Asia Pacific (Hong Kong) Ltd. (NUR Asia Pacific)..... 100% Hong Kong, China NUR DO Brazil Ltda. ..................................... 100% Sao Paulo, Brazil NUR Europe S.A. (NUR Europe)............................. 100% Brussels, Belgium NUR Hungary Trading and Software Licensing Limited Liability Company...................................... 100% Budapest, Hungary NUR Macroprinters (Shanghai) Ltd. (NUR Shanghai)......... 100% Shanghai, China NUR Media Solutions S.A. (NUR Media Solutions)........... 100% Brussels, Belgium Salsa Digital Printers Ltd. (Salsa Digital Printers)..... 100% Texas, United States* NUR Japan Ltd. (formerly Signtech Japan Ltd.) (NUR Japan)............................................ 100% Tokyo, Japan NUR Pro Engineering Ltd. (NUR Pro Engineering)........... 50% Rosh Ha'ain, Israel Stillachem S.A. (Stillachem)............................. 100% Brussels, Belgium**
- --------- * Salsa Digital Printers is now doing business as NUR Engineering USA. ** NUR acquired the remaining outstanding capital stock of Stillachem in May 2001. As a result, Stillachem is now a wholly owned subsidiary of NUR. As part of the restructuring and consolidation of our ink research and development and manufacturing operations we are now in the process of dissolving Stillachem. The ink previously manufactured by Stillachem is now manufactured in San Antonio, TX by Salsa Digital Printers. The ink research and development is to be continued by NUR Media Solutions. 22 Israel NUR's main facilities are located in the high-tech industrial zone in Lod, Israel in a building that is approximately 50,000 square feet. We use this facility as our headquarters and for research and development. We have invested a total of approximately $1.6 million in improving this facility. The initial five-year lease of the Lod facility, which commenced November 20, 2000, provides for monthly rent of $63,000. The lease agreement grants NUR an option to continue the lease term for two consecutive periods of 2.5 years each. NUR Pro Engineering Ltd., a 50% owned affiliate, leases approximately 23,777 square feet in Rosh Ha'ain, Israel, for the manufacture and assembly of the NUR Blueboard and the NUR Fresco printers. The Rosh Ha'ain lease expires in October 2002. United States NUR America leases office space in Newton, MA consisting of 26,500 square feet that it has used as the subsidiary's headquarters, sales and marketing offices and demonstration and service center. The Newton lease expires in January 2011. In addition, NUR America leases and sub-leases an additional 4,500 square feet of office space in Newton, MA that served in the past as NUR America's headquarters. This lease expires in October 2008. As part of our restructuring plan we consolidated our U.S. operations. NUR America, Inc. in Boston, MA and Salsa Digital Printers Ltd. were integrated into a single large facility in San Antonio, TX. We are currently evaluating options with respect to the leases on the Newton, MA offices. Salsa Digital Printers leases 67,250 square feet in San Antonio, TX for use as a manufacturing facility for the Salsa product line and the NUR inks, as well as the headquarters for NUR America and NUR America's sales and marketing offices and training and service center. The San Antonio, TX lease expires in June 2006. Europe NUR Europe leases approximately 1,970 square feet of office space in Louvain-la-Neuve, Belgium for use as the subsidiary's headquarters and sales office, demonstration and service center. The Louvain-la-Neuve lease expires in March 2011. In 2000, NUR Europe expanded its headquarters space at the above location by an additional 3,766 square feet. The lease for the additional space expires in March 2012. NUR Media Solutions leases approximately 1,867 square feet office space in Louvain-la-Neuve, Belgium for use as office space. The Louvain-la-Neuve lease expires in November 2009. Stillachem leases temporary office space in Belgium of approximately 853 square feet. The lease expires in November 2002. We are now in the process of dissolving Stillachem, therefore the lease will not be extended. Asia Pacific NUR Shanghai leases approximately 25,833 square feet of space for use as its headquarters, warehouse and demonstration center in a free trade zone in Shanghai, China. The leases will expire on January 2004. NUR Asia Pacific leases office space of approximately 1,254 square feet in Hong Kong. The lease expires on September 2002. NUR Asia Pacific leases office space of approximately 1,162 square feet in Singapore. The lease expires on April 2003. NUR Asia Pacific also leases approximately 1,395 square feet of office space in Guangzhou and approximately 1023 square feet in Beijing. The leases expire on October 2002 and May 2003, respectively. Japan Signtech Japan leases approximately 2,173 square feet of office space in Tokyo. The lease expires February 2003. 23 ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS OPERATING RESULTS GENERAL NUR is a world leader in the market for the sale of wide format and super wide format digital printing systems. NUR develops, manufactures, sells and services digital, inkjet color printing systems for on-demand, production, wide format and super wide format printing. NUR also supplies inks and substrates that are consumable products for the operation of the Company's Printers. In July 2000, we purchased all of the assets and assumed specified liabilities of Salsa Digital Ltd. and related entities, previously one of our competitors in the digital printing market. NUR's total revenues grew from $60.7 million in the year ended December 31, 1999 to $121.9 million in the year ended December 31, 2000 and declined to $120.4 million in the year ended December 31, 2001. Salsa Digital's total revenues were $33.0 million in the year ended December 31, 1999 and $17.5 million for the first six months of 2000. We carry out our research and development activities at two locations, our facilities in Lod, Israel and in Belgium. NUR's main sales and service activities are carried out through our wholly owned subsidiaries, NUR Europe, located in Brussels, Belgium, NUR America, located in San Antonio, TX (USA), NUR Asia Pacific located in Hong Kong, NUR Shanghai located in Shanghai, China, NUR DO Brazil Ltda., located in Sao Paulo, Brazil, NUR Japan located in Tokyo, Japan and through NUR Europe's division of Middle East & Africa located in Belgium. The former Salsa Digital business is currently operated through Salsa Digital Printers Ltd. and NUR Hungary Trading and Software Licensing Limited Liability Company, both of which are wholly owned subsidiaries. NUR wholly owns NUR Media Solutions, located in Brussels, Belgium, which develops, markets and sells advanced consumables for the Company's Printers. NUR wholly owns Stillachem, located in Charleroi, Belgium, which is a digital ink factory producing inks for the NUR Fresco printers. In October 2001, we consolidated and streamlined our ink manufacturing operations. Inks for the NUR Fresco, NUR Salsa and NUR FabriGraph printers are now manufactured by our wholly owned subsidiary Salsa Digital Printers in San Antonio, TX. Stillachem is in the process of being dissolved. NUR holds 50% of NUR Pro Engineering Ltd. located at Rosh Ha'ain Israel, which is our main subcontractor for the assembly of the NUR Blueboard and NUR Fresco printers. NUR was incorporated as an Israeli corporation on July 29, 1987 and began operations in June 1991. Since October 1995, NUR's ordinary shares have been traded on the Nasdaq National Market. NUR is currently quoted on Nasdaq National Market under the symbol 'NURM.' Revenues are derived from the sale of our printers, which include the NUR Blueboard printers, the NUR Fresco printers, the NUR Salsa printers and the NUR FabriGraph printers, and from the sale of inks, substrates, spare parts and related services. Cost of sales of printers and related materials includes materials, labor, overhead, and other direct or allocated costs involved in the manufacture, warehousing, delivery, support, and maintenance of products. Research and development expenses include mainly labor, materials consumed, expenses by subcontractors, consultants, and others. In 2000, $4.3 million of research and development expenses were due to a one-time write-off of in-process research and development related to the Salsa Digital asset purchase. Research and development expenses are carried to the statement of operations as incurred. Grants are netted from research and development costs on an accrual basis as the related expenses are incurred. The sales and marketing expenses include the costs associated with the staff of the sales and marketing force of NUR and our subsidiaries, advertising and promotion of existing and new products, trade shows, commissions, and other marketing activities. During 2000, NUR expended significant financial and management resources to expand our business and product offerings. Grants are netted from sales and marketing costs on an accrual basis as the related expenses are incurred. NUR invested in the integration of the Salsa Digital and the NUR worldwide sales and service organizations, strengthening the service and sales organizations of NUR Europe, (including the Middle East & Africa division), NUR America, NUR Asia Pacific, NUR Shanghai, NUR DO Brazil and NUR Japan. NUR also invested in the continuation of the development of NUR Media Solutions, a subsidiary dedicated to 24 the development and marketing of consumables, mainly substrates, inks and clear coat varnishes for the use with NUR's products. CERTAIN CRITICAL ACCOUNTING POLICIES The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates and judgments, including allowance for doubtful accounts and inventory valuation. The Company bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Under different assumptions or conditions, actual results may differ from these estimates. NUR believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. NUR's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. For more information on NUR's financial statements, please see NUR's consolidated financial statements as of December 31, 2001, which are included as a part of this annual report on Form 20-F. The main sources of revenues for NUR are sales of the Company's Printers and related consumable products. Revenues from sales of products are recognized upon delivery provided that the collection of the resulting receivable is probable, there is persuasive evidence of an arrangement, no significant obligations in respect of installation remain and the price is fixed or determinable. NUR does not grant a right of return. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, which is included in bad debt expense. The Company determines the adequacy of this allowance by regularly reviewing the complexion of its accounts receivable aging and evaluating individual customer receivables, considering customer's financial condition, credit history and current economic conditions. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required in future periods. On occasion, the Company engages in the sale of trade receivables with established commercial banking institutions. As of December 31, 2001, a total amount of $ 10,186 was sold to the banks. In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, 'Business Combinations', and No. 142, 'Goodwill and Other Intangible Assets', effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company will apply the new rule beginning in the first quarter of 2002. Application of the non-amortization provisions of the Statements is expected to result in an increase in net income of approximately $1.0 million per year. During 2002, the Company will perform the first of the required impairment tests of goodwill and indefinite lived intangible assets. The Company cannot yet estimate what the effect of these tests will be on its financial position and results of operations. 25 GEOGRAPHIC BREAKDOWN OF REVENUES We sell our products and services throughout the world. Revenues are generally attributed to the location of the sale of the product or service to the end-user. The table below shows the breakdown of revenues (dollars in thousands) by categories of activities and into geographic markets in the years ended December 31, 2001, 2000 and 1999. The 'Others' category, below, includes, among other things, revenues generated by the service of the Company's Printers. With the sale of NUR Germany in the third quarter of 1999, NUR no longer derives significant revenues from the sale of printed materials.
YEAR ENDED DECEMBER 31, 2001 -------------------------------------------------------------------------------------------------- PRINTED PRINTERS INK SUBSTRATES MATERIALS OTHERS TOTAL (54.2%) (26.1%) (10.4%) (0%) (9.3%) (100%) -------------- -------------- -------------- ------------ -------------- --------------- REGION $ % $ % $ % $ % $ % $ % ------ - - - - - - - - - - - - Middle-East & Africa...... 3,662 5.6% 1,234 3.9% 766 6.1% -- -- 169 1.5% 5,831 4.8% Asia...................... 21,316 32.7% 7,483 23.8% 392 3.1% -- -- 4,639 41.5% 33,830 28.1% Europe.................... 24,739 37.9% 7,401 23.6% 6,243 49.8% -- -- 3,374 30.2% 41,757 34.7% North & Latin America..... 15,548 23.8% 15,272 48.7% 5,138 41.0% -- -- 3,001 26.8% 38,959 32.4% ------ ----- ------ ----- ------ ----- ----- ---- ------ ----- ------- ----- Total Revenues......... 65,265 100% 31,390 100% 12,539 100% -- -- 11,183 100% 120,377 100% ------ ----- ------ ----- ------ ----- ----- ---- ------ ----- ------- ----- ------ ----- ------ ----- ------ ----- ----- ---- ------ ----- ------- -----
YEAR ENDED DECEMBER 31, 2000 -------------------------------------------------------------------------------------------------- PRINTED PRINTERS INK SUBSTRATES MATERIALS OTHERS TOTAL (65.3%) (19.8%) (9.8%) (0%) (5.1%) (100%) -------------- -------------- -------------- ------------ -------------- --------------- REGION $ % $ % $ % $ % $ % $ % ------ - - - - - - - - - - - - Middle-East & Africa...... 4,081 5.2% 1,059 4.3% 979 8.2% -- -- 513 8.2% 6,632 5.4% Asia...................... 18,120 22.8% 5,238 21.6% 365 3.0% -- -- 2,500 39.7% 26,223 21.6% Europe.................... 27,802 35% 5,932 24.5% 5,922 49.3% -- -- 1,633 26.0% 41,289 33.9% North & Latin America..... 29,518 37% 11,872 49.6% 4,747 39.5% -- -- 1,643 26.1% 47,780 39.1% ------ ----- ------ ----- ------ ----- ----- ---- ------ ----- ------- ----- Total Revenues......... 79,521 100% 24,101 100% 12,013 100% -- -- 6,289 100% 121,924 100% ------ ----- ------ ----- ------ ----- ----- ---- ------ ----- ------- ----- ------ ----- ------ ----- ------ ----- ----- ---- ------ ----- ------- -----
YEAR ENDED DECEMBER 31, 1999 ----------------------------------------------------------------------------------------------- PRINTED PRINTERS INK SUBSTRATES MATERIALS OTHERS TOTAL (55.1%) (23.1%) (12.1%) (4%) (5.7%) (100%) ----------- -------------- -------------- ------------ -------------- --------------- REGION $ % $ % $ % $ % $ % $ % ------ - - - - - - - - - - - - Middle-East & Africa....... 2,408 7.2% 1,428 10.2% 785 10.8% -- -- 330 9.5% 4,951 8.2% Asia....................... 6,357 19% 2,792 19.9% 468 6.4% -- -- 378 10.9% 9,995 16.5% Europe..................... 11,017 32.9% 3,533 25.1% 2,898 39.8% 2,460 100% 1,540 44.4% 21,448 35.3% North & Latin America...... 13,692 40.9% 6,291 44.8% 3,123 43% -- -- 1,219 35.2% 24,325 40% ------ ----- ------ ----- ------ ----- ----- ---- ------ ----- ------- ----- Total Revenues.......... 33,474 100% 14,044 100% 7,274 100% 2,460 100% 3,467 100% 60,719 100% ------ ----- ------ ----- ------ ----- ----- ---- ------ ----- ------- ----- ------ ----- ------ ----- ------ ----- ----- ---- ------ ----- ------- -----
26 RESULTS OF OPERATIONS The following table sets forth for the periods indicated certain line items from NUR's statement of operations as a percentage of NUR's sales:
YEARS ENDED DECEMBER 31, --------------------------- 1999(1) 2000(2) 2001(3) ------- ------- ------- Revenues.................................................... 100% 100% 100% Cost of sales of printers and related products.......... 50.1 52.6 59.8 Cost of sales of printed materials...................... 2.2 -- -- Inventory write-off..................................... -- -- 3.2 Gross profit............................................ 47.7 47.4 37.0 Research and development expenses....................... 9.1 12.3 9.0 Research and development expenses net................... 7.9 12.0 8.5 Selling expenses, net................................... 15.6 14.3 15.5 General and administrative expenses..................... 10.3 10.5 11.1 Amortization of goodwill and other intangible assets.... -- 1.1 2.4 Operating income (loss)................................. 13.8 9.5 (3.4) Financial expenses, net................................. 1 1.1 2.8 Other income (expense), net............................. 0.3 -- 0.3 Taxes on income (tax benefit)........................... 1.3 1.0 (0.2) Minority interest in earnings of a subsidiary........... 0.05 -- -- Equity in earnings (losses) of affiliates, net.......... 0.1 0.4 (0.1) Net income (loss)....................................... 11.8 7.0 (6.0)
- --------- (1) Represents NUR on a consolidated basis with our subsidiaries NUR Media Solutions, NUR America, NUR Europe, NUR Shanghai, NUR Asia Pacific and NUR Germany (six months). We owned 84% of NUR Germany; this subsidiary was sold during the third quarter of 1999. (2) Represents financial information for NUR together with our subsidiaries NUR Media Solutions, NUR America, NUR Europe, NUR Shanghai, NUR Asia Pacific, Salsa Digital Printers Ltd. (six months), NUR Hungary Trading and Software Licensing Limited Liability Company, NUR DO Brazil Ltda., Encre Consumables B.V and NUR Japan. (3) Represents financial information for NUR together with our subsidiaries NUR Media Solutions, NUR America, NUR Europe, NUR Shanghai, NUR Asia Pacific, Salsa Digital Printers, NUR Hungary Trading and Software Licensing Limited Liability Company, NUR DO Brazil Ltda., Encre Consumables B.V, NUR Japan and Stillachem. In May 2001, we purchased the remaining 49.9% of Stillachem S.A. We previously owned 50.1% of this subsidiary. YEAR ENDED DECEMBER 31, 2001 COMPARED WITH YEAR ENDED DECEMBER 31, 2000 Revenues. Revenues were approximately $120.4 million in the year ended December 31, 2001, compared to approximately $121.9 million in the year ended December 31, 2000. This decrease was attributable to a weakened macroeconomic environment, a slowdown in capital equipment investments and reduced demand for printing consumables. Gross Profit. Gross profit was approximately $48.5 million, excluding one-time inventory write-offs of $4.0 million, and $44.5 million including such charges in the year ended December 31, 2001, compared to $57.8 million in the year ended December 31, 2000. The decrease in gross profits in 2001 was primarily due to a decline in our sales which subsequently led to an increase in the overhead and fixed costs in the cost of goods sold as a percentage of sales. In addition, the gross margins decreased as a result of the pressure we have experienced on the price of our products throughout 2001. Expenses. Research and development costs, net of government grants, were approximately $10.2 million in the year ended December 31, 2001, compared to $14.6 million in the year ended December 31, 2000. The expenses in 2000 included a one-time $4.3 million write-off of research and development in-process due to the Salsa Digital asset purchase transaction which was affected in July 27 2000. Accordingly, research and development expenses remained stable in 2001. NUR expects to continue to invest significant resources in research and development programs for new products and enhancements of existing products. Selling and marketing expenses were approximately $18.7 million in the year ended December 31, 2001 compared to approximately $17.4 million in the year ended December 31, 2000. As of December 31, 2001, NUR received $1.27 million from the Marketing Fund for selling and marketing expenses. NUR is no longer eligible for support from the Marketing Fund due to its reaching the maximum allowed export revenues. The majority of sales and marketing expenses are incurred by the following distribution subsidiaries: NUR Europe, NUR America, NUR Shanghai and NUR Asia Pacific. General and administrative expenses were approximately $19.5 million, including amortization of goodwill and other intangible assets of $2.9 million and restructuring and other one-time expenses of $3.2 million, for the year ended December 31, 2001 compared to approximately $14.2 million in the year ended December 31, 2000. The restructuring consisted of a series of strategic initiatives intended to further reduce costs and increase efficiency following the acquisition of Salsa Digital, including the following: consolidating the operations of NUR America and Salsa Digital Printing into one facility in San-Antonio, TX; consolidating the operations of Stillachem into the facility of Salsa Digital Printing in San Antonio; and, consolidating the Company's research and development operations into the Company's facility in Lod, Israel. Financial expenses, net increased to $3.3 million in the year ended December 31, 2001 compared to $1.4 million in the year ended December 31, 2000. This increase was mainly due to interest expenses in respect of long-term bank loans taken to finance the cash portion of the Salsa Digital acquisition. Taxes. Tax benefit was $(0.2) million in the year ended December 31, 2001 as compared to tax expenses of $1.2 million in the year ended December 31, 2000. The tax benefit is attributed to losses incurred by the Company in 2001. YEAR ENDED DECEMBER 31, 2000 COMPARED WITH YEAR ENDED DECEMBER 31, 1999 Revenues. Total revenues increased by 100.8% to approximately $121.9 million in the year ended December 31, 2000, from approximately $60.7 million in the year ended December 31, 1999, as a result of both the purchase of substantially all of the assets of Salsa Digital Ltd. in July 2000 and internally generated growth. Excluding NUR Germany results from the year ended December 31, 1999 (a subsidiary that was sold during the third quarter of 1999), total revenues in 2000 increased by 109.5% compared to $58.2 million in 1999. NUR's total revenues, including Salsa Digital on a pro forma basis (assuming the Salsa Digital acquisition had been consummated as of January 1, 1999), increased by 48.6% to approximately $139.4 million in the year ended December 31, 2000, from approximately $93.8 million in the year ended December 31, 1999. Gross Profit. Gross profit was approximately $57.8 million in the year ended December 31, 2000, an increase of 100.0% from $28.9 million in the year ended December 31, 1999. Gross profit as a percentage of revenues was 47.4% in the year ended December 31, 2000 compared to 47.7% in the year ended December 31, 1999. Excluding NUR Germany, (a subsidiary that was sold during the third quarter of 1999), gross profits from the year ended December 31, 2000 increased by 107.9%, $57.8 million in the year ended December 31, 2000 as compared to $27.8 million in 1999. Gross profits on a pro forma basis were approximately $65.2 million in the year ended December 31, 2000 compared to $42.4 million in the year ended December 31, 1999, an increase of 53.8%. Expenses. Research and development costs, net of government grants, were approximately $14.6 million in the year ended December 31, 2000, compared to $4.8 million in the year ended December 31, 1999, an increase of 204.2%. The increase occurred as a result of NUR's internal growth and the purchase of substantially all of the assets of Salsa Digital Ltd. in July 2000 and included a one time $4.3 million write-off of research and development in-process due to the Salsa Digital asset purchase transaction. NUR expects to continue to invest significant resources in our research and development programs for new products and enhancements of existing products. NUR expects that research and development expenses will continue to increase in absolute dollar terms as compared to previous years. 28 Net research and development costs on a pro forma basis were approximately $9.6 million in the year ended December 31, 2000 compared to $6.7 million in the year ended December 31, 1999, an increase of 43.3%. Selling and marketing expenses were approximately $17.3 million in the year ended December 31, 2000 compared to approximately $9.5 million in the year ended December 31, 1999, an increase of 82.1%. The increase is due to NUR's internal growth and the purchase of substantially all of the assets of Salsa Digital Ltd. in July 2000. The majority of sales and marketing expenses are incurred by the following distribution subsidiaries, NUR Europe, NUR America, NUR Shanghai and NUR Asia Pacific. Selling and marketing expenses on a pro forma basis were approximately $22.7 million in the year ended December 31, 2000 compared to $14.5 million in the year ended December 31, 1999, an increase of 56.6%. General and administrative expenses were approximately $14.2 million, including amortization of goodwill and other intangible assets in the year ended December 31, 2000, compared to approximately $6.3 million in the year ended December 31, 1999, representing approximately 125% increase. General and administrative expenses on a pro forma basis were approximately $17.2 million in the year ended December 31, 2000 compared to $15.9 million in the year ended December 31, 1999, an increase of 8.2%. This increase is a result of both the purchase of substantially all of the assets of Salsa Digital Ltd. in July 2000 and approximately $0.6 million of integration costs and $1.4 million of intangibles assets amortization costs, both related to the Salsa Digital asset purchase transaction. Financial expenses, net increased to $1.4 million in the year ended December 31, 2000 from $0.6 million in the year ended December 31, 1999, a 133% increase. This increase is mainly due to interest expenses in respect of loans taken to finance the cash portion of the Salsa Digital asset purchase. Taxes. Taxes on income were $1.2 million in the year ended December 31, 2000 as compared to $0.8 million in the year ended December 31, 1999, an increase of 50.0%. Taxes on a pro forma basis were approximately $1.2 million in the year ended December 31, 2000 compared to $0.8 million in the year ended December 31, 1999, an increase of 50%. IMPACT OF INFLATION, DEVALUATION AND FLUCTUATION OF CURRENCIES Most of NUR's sales are in U.S. dollars. In addition, a substantial portion of costs are incurred outside Israel in U.S. dollars or paid in U.S. dollars or in NIS linked to the exchange rate of the U.S. dollar. Costs not effectively denominated in U.S. dollars are translated to U.S. dollars, when recorded, at prevailing exchange rates for the purposes of NUR's consolidated financial statements, and will increase if the rate of inflation in Israel exceeds the devaluation of the Israeli currency against the U.S. dollar or if the timing of such devaluations were to lag considerably behind inflation. Consequently, NUR is and will be affected by changes in the prevailing NIS/U.S. dollar exchange rate. NUR might also be affected by the U.S. dollar exchange rate to the Euro. During 1992 and 1993, the value of the U.S. dollar increased relative to major currencies and the rate of inflation in Israel exceeded the rate in the United States. In 1995, 1996 and 1997 the value of the U.S. dollar decreased relative to major currencies, and the rate of inflation in Israel exceeded the rate in the United States. The annual rate of inflation in Israel in 1999 was 1.3%, decreased to 0% in 2000 and increased to 1.4% in the year ended December 31, 2001. The NIS was devalued against the U.S. dollar by approximately 0.16% in 1999, by approximately 2.7% in 2000 and by approximately 9.3% in 2001. NUR cannot predict whether the rate of devaluation of the NIS against the U.S. dollar will continue to exceed the rate of inflation in the future and whether these conditions will have a material adverse effect on NUR. The representative dollar exchange rate for converting the NIS to dollars, as reported by the Bank of Israel, was NIS 4.416 for one dollar U.S. on December 31, 2001. The representative dollar exchange rate was NIS 4.041 on December 31, 2000 and NIS 4.153 on December 31, 1999. NUR's transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been measured into U.S. dollars in accordance with Statement 52 of the FASB. All transaction gains and losses from remeasurement of monetary balance 29 sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. The average exchange rates during the years ended December 31, 1999, 2000 and 2001 were NIS 4.077, 4.024 and 4.205 for one-dollar U.S., respectively. The exchange rate as of May 31, 2002 was NIS 4.916 for one dollar. LIQUIDITY AND CAPITAL RESOURCES During the past several years, we have funded our operations primarily through the private sale of our equity securities, commercial bank loans and through cash generated from operations. OPERATING ACTIVITIES In the year ended December 31, 2001, NUR had net loss of $(7.2) million. Net cash used in operating activities was approximately $0.6 million. The main changes in NUR's working capital were (i) a decrease of approximately $7.0 million in trade accounts receivable and (ii) a decrease of approximately $3.2 million other accounts payable and accrued expenses. In the year ended December 31, 2000, NUR had net income of $8.5 million. Net cash used in operating activities was approximately $10.2 million. The main changes in NUR's working capital were (i) an increase of approximately $25.7 million in trade accounts receivable, (ii) an increase of approximately $9.4 million in inventories, (iii) an increase of approximately $7.2 million in trade payables, and (iv) an increase of approximately $4.7 million in accrued expenses and other liabilities. In the year ended December 31, 1999, NUR had net income of $7.2 million. Net cash provided by operating activities was approximately $4.0 million. The main changes in NUR's working capital were (i) an increase of approximately $3.6 million in trade accounts receivable, (ii) an increase of approximately $6.7 million in inventories, (iii) an increase of approximately $2.6 million in trade payables, and (iv) an increase of approximately $3.1 million in accrued expenses and other liabilities. INVESTING ACTIVITIES Net cash used in investing activities was approximately $8.1 million in the year ended December 31, 2001, consisting mainly of purchase, net of property and equipment. Net cash used in investing activities was approximately $21.8 million in the year ended December 31, 2000, consisting mainly of $18.7 million in respect of the purchase of the Salsa Digital assets and liabilities and $3.2 million for equipment. Net cash used in investing activities was approximately $1.4 million in the year ended December 31, 1999, including $0.7 million provided by realization of investment in a subsidiary. FINANCING ACTIVITIES Net cash provided by financing activities in the year ended December 31, 2001 was approximately $2.5 million derived from an increase in the Company's short-term bank credit. In January 2002, NUR sold an aggregate of 2,333,333 ordinary shares in a private placement, at a price of $3.00 per share, to the Investment Corp. of United Mizrahi Bank Ltd. generating total proceeds of $7.0 million. The Investment Corp. also received warrants to purchase an additional 612,500 ordinary shares at an exercise price of $4.50 per share, exercisable until January 17, 2006. NUR maintained long- and short-term credit facilities in an aggregate amount of approximately $38.8 million at December 31, 2001. At December 31, 2001, NUR had approximately $33.7 million in long-term loans from banks and others, $2.0 million of which is payable within 12 months and $5.1 in short-term bank credit and short-term loans. NUR's long term loans are linked to the U.S. dollar and the Euro bearing interest at a rate ranging between 4.95% and 6.00%. In February 2002, the Company reached an agreement with the banks to reschedule the payment terms of its long-term loans for certain terms and conditions, deferring payment of the majority of the principal until 2005. As of December 31, 2001, total current assets of NUR amounted to approximately $79.3 million, out of which $12.5 million was in cash and cash equivalents, compared with total current liabilities of 30 approximately $37.4 million. The decrease in current assets is attributable primarily to the decrease in accounts receivable. Net cash provided by financing activities in the year ended December 31, 2000 was approximately $42.1 million. In July and December 2000, we took long-term commercial bank loans of $25 million and $10 million, respectively, primarily to finance the cash portion of the Salsa Digital purchase and other acquisition costs. In September 2000, NUR consummated a private placement through Investec Investment Banking-Israel. Several investors purchased an aggregate of 748,223 ordinary shares at a price of $13.365 per share for aggregate net proceeds of $9.4 million. In the year ended December 31, 1999, net cash provided by financing activities was approximately $4.4 million. In September 1999, NUR sold an aggregate of 600,000 ordinary shares and warrants to purchase 150,000 ordinary shares, for aggregate proceeds of $3.3 million, in a private placement to ISAL Amlat Investment (1993) Ltd. and Dovrat & Co. Ltd. In February 2000, ISAL and Dovrat exercised the warrants at an exercise price of $8.00 per share for aggregate proceeds of $1.2 million. We have granted several security interests in our assets to various banks and leasing companies to secure bank credit lines and lease facilities. CURRENT AND FUTURE CAPITAL NEEDS As a result of decreasing sales, NUR instituted a growth-renewal program in May 2002 to complement certain restructuring steps already taken during 2001. Taken together, we believe these efforts will provide NUR with a stronger operational and capital position. First, we implemented a corporate plan in order to create a more centralized, functional and cost-effective organization. Second, in 2001, we reduced our number of employees from 528 at December 31, 2000 to 404 at December 31, 2001, or approximately 23%. During the second quarter of 2002, we further reduced headcount by another 60 employees or 15% of the workforce, and implemented salary cuts for most of the remaining employees. Third, we are working to improve and expand our portfolio of products. Total restructuring and other one-time expenses in 2001 amounted to $3.4 million. In addition, in 2001, NUR incurred one-time inventory write-off of approximately $4.0 million, which was associated with more efficient product rationalization such as, among other things, the decrease of spare parts inventory. We believe that our expected revenues from operations together with existing capital resources and credit facilities will be sufficient to fund NUR's current activities at their present rate. NUR will require additional funds, to be raised through public or private financing of debt or equity, if we seek to expand our operations. If such funds are not raised, we may be unable to increase expenditures for research and development, production, or marketing of our products, any one of which could have an adverse effect on NUR's business. There can be no assurance that such additional financing will be available or that, if available, it will be obtained on terms favorable to NUR. We currently have no commitments for additional financing and are exploring the possibility of raising additional capital. In this regard, NUR's capital requirements and level of expenses depend upon numerous factors, including the scope and success of our marketing and customer service efforts, and of our research and development activities, as well as the demand for NUR's products and services. Moreover, in the course of the bankruptcy proceedings of Moshe Nur and the companies controlled by him, NUR in the future may be exposed to claims arising from the actions of Moshe Nur despite the settlement of all material claims related to such persons and entities. Liabilities arising from any such claims may be material. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES NUR's research and development efforts, which currently engage approximately 53 employees, are focused on developing new products and technologies; enhancing the quality and performance relative to price of our existing products; reducing manufacturing costs; upgrading and expanding our product line through the development of additional features; and improving functionality in response to market demand. There are two research and development facilities, a facility at our headquarters in Lod, Israel, and a facility in Louvain-la-Neuve, Belgium. 31 Total research and development expenses, before royalty bearing grants, were approximately $5.5 million, $15.0 million and $10.9 million, in the years ended December 31, 1999, 2000 and 2001, respectively. In the year ended December 31, 2000, $4.3 million of these expenses were related to the purchase of assets from Salsa Digital, resulting in a one time $4.3 million write-off assigned to research and development. Salsa Digital invested approximately $1.8 million and $0.6 million for the years ended December 31, 1999 and the first six months of 2000, respectively. Research and development expenditures are composed principally of salaries for employees, the hiring of subcontractors, depreciation of capital investment in infrastructure for software and electronic designs, and prototype material costs. See 'ITEM 4: Information on NUR-Research and Development.' TREND INFORMATION PRINTERS SALES Revenues from sales of the Company's Printers, which comprise 54% of the Company's total revenues in 2001, declined by 18% in 2001 compared to 2000. We believe that following a recovery of global economic conditions, the use of wide format and super wide format printing, such as that produced by the Company's Printers, should grow, and that the portion of the market serviced by digital printing should continue to increase. There can be no assurance, however, that NUR will increase its market share in the wide and super wide format market or increase its revenues from sales of its printers. CONSUMABLES SALES During the past few years, NUR has focused on a recurring revenues strategy for consumables. The consumable business is composed of two families of products -- specialized inks and specialized substrates. Revenues from consumables grew by 30% in 2001 compared to 2000. NUR believes that, on the one hand, the growth rate in the sale of its consumables during 2002 will be negatively affected by competitive pressures on pricing and reduced printing output by our customers due to slow economic conditions worldwide and, on the other hand, positively affected by the growth of our installed customer base, likely resulting in a growth rate approximating the growth rate of the installed base of the Company's Printers. GROSS MARGINS Following our financial results for the first quarter of 2002, we expect our gross margins levels in 2002 to be lower than those realized in 2001. Although we have made certain reductions in the manufacturing cost of our existing products, we have experienced a downward price pressure on these products. In addition, as our sales decline, the overhead and fixed costs in the cost of goods sold has increased as a percentage of sales, reducing the gross margins. NUR is currently implementing a plan to improve operational efficiencies worldwide, for more information see ' -- Restructuring Plans.' INDUSTRY With the cost of digital printing expected to decrease and the ability of digital technology expected to produce shorter runs more economically, we believe that the use of wide format and super wide format printing, such as that produced by the Company's Printers, should grow, and that the portion of the market serviced by digital printing should continue to increase. The ability to produce wide format and super wide format images digitally has also opened new media opportunities for advertisers, such as mural printing, carpet printing, new forms of fleet graphics printing. The growth in demand for wide format digital printers is fueled both by the replacement of conventional print methods and the development of new printing applications. Although we expect the above trends to continue worldwide, the digital printing penetration rate to new markets may differ geographically. 32 RESTRUCTURING PLANS During 2001, NUR announced and implemented a restructuring plan in order to align its cost structure to more conservative growth rates. NUR's restructuring plan was primarily related to the reorganization of operating activities, such as the centralization of certain manufacturing operations, the relocation of activities, a reduction in workforce and a reduction in other administrative costs. Total restructuring and other one-time expenses amounted to $3.2 million. In addition, NUR incurred one-time inventory write-offs of approximately $4.0 million associated with more efficient product rationalization such as, among other things, the decrease of spare parts inventory. Following the financial results of the Company in the first quarter of 2002, the Company initiated an additional restructuring plan to complement the restructuring steps already taken during 2001. First, NUR implemented a corporate plan in order to create a more centralized, functional and cost-effective organization. Second, the Company further reduced headcount by 60 positions during the second quarter of 2002, and implemented salary reductions for most of the remaining employees. Third, NUR is working to improve and expand our portfolio of products in an effort to increase market share and spur growth. 33 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES DIRECTORS AND SENIOR MANAGEMENT The executive officers, senior managers and directors of NUR are as follows:
NAME AGE POSITION WITH NUR ---- --- ----------------- Dan Purjes(2).................. 52 Chairman of the Board of Directors Erez Shachar(3)................ 38 President, Chief Executive Officer and Director Hilel E. Kremer................ 40 Vice President of Finance and Chief Financial Officer Eliahu Shalev.................. 52 Vice President of Research and Development and Chief Operating Officer Ron Michael.................... 34 Vice President of Marketing Alon Avnon..................... 39 Vice President of Sales and Business Development Doron Tsur(1)(2)(5)............ 38 Director Robert F. Hussey (1)(2)........ 53 Director Oded Akselrod (6).............. 56 Director Orit Leitman (1)(2)(4)......... 43 Director Gideon Shenholz (1)(3)(4)...... 48 Director
- --------- (1) Member of NUR's Audit Committee. (2) Member of NUR's Stock Option and Compensation Committee. (3) Member of the NUR's Non-Employee Director Share Option Plan Committee. (4) External Director. (5) Elected to serve on the Board of Directors pursuant to a voting arrangement between Dan Purjes and Isal Amlat Investments (1993) Ltd. For more information, see 'ITEM 10.B: Memorandum of Association and Amended and Restated Articles of Association -- Rights of Shareholders.' (6) Elected to serve on the Board of Directors pursuant to a voting arrangement between Dan Purjes and the Investment Corp. of United Mizrahi Bank Ltd. For more information, see 'ITEM 10.B: Memorandum of Association and Amended and Restated Articles of Association -- Rights of Shareholders.' The address of each of our executive officers, senior managers and directors is c/o NUR Macroprinters Ltd., 12 Abba Hilel Silver St., PO. Box 1281, Lod 71111, Israel. Dan Purjes has served as the Chairman of the Board of the Company since April 1997. Mr. Purjes is the Chairman and Chief Executive Officer of FAS Holdings, Inc., the parent company of First Allied Securities, Inc., an investment banking and brokerage firm, which is a member of the NASD. Previously, Mr. Purjes was the Chairman and Chief Executive Officer of Josephthal Group, Inc., the parent company of Josephthal & Co. Inc. ('Josephthal'), an investment banking and brokerage firm, which was a member of the New York Stock Exchange. Prior to joining Josephthal in 1985, Mr. Purjes served as Vice President to a number of securities firms, including Bear Stearns & Co. and L.F. Rothschild Unterberg Towbin, in their corporate finance and brokerage sales divisions. He began his Wall Street career at Morgan Stanley & Co. in 1978 as a director of their computer systems department. Prior to that, Mr. Purjes was a manager at Citibank and at Philip Morris International in their computer systems areas. Mr. Purjes earned B.S. and M.S. degrees in Computer Science from the City College of New York School of Engineering. Erez Shachar has served as NUR's President and Chief Executive Officer since July 1997 and as a Director of NUR since October 1997. Mr. Shachar has also served as a Director of NUR Europe and NUR America since October 1997, of NUR Media Solutions since January 1998, of NUR Asia Pacific since January 1999, and of NUR Pro Engineering since September 1999 and of Salsa Digital Printers since May 2000. Prior to joining NUR, from 1989 to 1997, Mr. Shachar served in various research and development, marketing, sales, and senior management positions with Scitex Corporation. Mr. Shachar's last position with Scitex was Vice President of Sales and Marketing of Scitex Europe, and prior thereto, 34 Mr. Shachar held several positions in the marketing organization of Scitex Europe. Prior to joining Scitex Europe, Mr. Shachar was a software developer within the research and development group of Scitex. Mr. Shachar holds a B.Sc. in Mathematics and Computer Science from Tel Aviv University, and an M.B.A. degree from INSEAD, France. Mr. Shachar is also a director of Eltek Ltd., a publicly held corporation. Hilel E. Kremer has served as the Chief Financial Officer and Vice President of Finance of NUR since December 1998. Mr. Kremer has also served as a Director of NUR Europe, NUR America and NUR Media Solutions since December 1998, of NUR Asia Pacific since April 1999, of Encre Consumables B.V since April 2000 and of NUR Hungary Trading and Software Licensing Limited Liability Company and of Salsa Digital Printers since May 2000. As of January 2001, Mr. Kremer has also served as a Director of NUR Japan. Prior to joining NUR, from 1993 to 1998, Mr. Kremer served in various management positions with Scitex Corporation. Mr. Kremer's last position with Scitex was Vice President of Finance and Chief Financial Officer of Scitex Asia Pacific, and prior thereto Mr. Kremer held several positions in the finance organization of Scitex Europe. Prior to joining Scitex, Mr. Kremer held various positions in the budgeting department of the Israeli Finance ministry. Mr. Kremer holds a B.A. in Economics from Hebrew University, Jerusalem, and an M.B.A. degree from INSEAD, France. Eliahu Shalev has served as Vice President of Research and Development since March 2001 as well as Chief Operating Officer since November 2001. Prior to joining NUR, from April 2000 to February 2001, Mr. Shalev served as corporate Vice President of CreoScitex, heading the Output Division in Herzelia and Vancouver. From May 1981 to March 2000, Mr. Shalev served in various research and development management positions with Scitex Corporation Ltd. Mr. Shalev holds a B.Sc. in Electrical Engineering from Ben Gurion University in Israel and an MSC in Electrical Engineering from Technion Haifa. He also holds an M.B.A. degree from Tel Aviv University. Ron Michael has served as NUR's Vice President of Marketing since July 1999. Prior to joining NUR, from 1997 to 1999, Mr. Michael served as Chief Executive Officer of Hygiene Products Ltd., a McCarthy Group company. Prior to that he held several positions within Strategic Business Development ('SBD'), an Israeli strategy consulting firm. The last position he held at SBD was Senior Project Manager, specializing in structural business moves. Prior to that, he founded and served as Managing Director of Esprit Promotion Systems Ltd., a company specializing in the development and sales of direct marketing databases. Mr. Michael holds a B.A. in Business Administration from Tel-Aviv College of Administration, an LL.B. degree in Law from Tel-Aviv University and an M.B.A. degree from INSEAD, France. Alon Avnon has served as NUR's Corporate Vice President of Sales and Business Development since January 2001. Mr. Avnon served as Managing Director of NUR Europe from October 1997 until December 2000. Prior to joining NUR, from 1996 to 1997, Mr. Avnon served as Vice President of Marketing of Scidel Ltd. From 1994 to 1996 Mr. Avnon served as Director of Marketing of Scitex Europe S.A. Prior to that, he served as a consultant with Shaldor Ltd., an Israel based strategic management consulting firm. Mr. Avnon holds a B.A. in Economics and Management from Tel-Aviv University and an M.B.A. degree from INSEAD, France. Doron Tsur has served as a Director of the Company since July 2001. Mr. Tsur is Deputy General Manager of Isal Amlat Investments (1993) Ltd. Prior to joining Isal Amlat Investments, from 1996 to 2001, Mr. Tsur held the position of Chief Analyst and Vice President of Gmul Sahar Securities Ltd. Prior thereto, from 1993 to 1996, Mr. Tsur served as an analyst at Ofek Securities and Investment Ltd. Mr. Tsur holds an B.A. in Economics and Accounting and an M.B.A. specializing in finance from Tel-Aviv University. Mr Tsur is also a director of Cargal Ltd., a publicly-held company. Robert F. Hussey has served as a Director of the Company since September 1997. Mr. Hussey is a private investor. From June 1991 to April 1997, Mr. Hussey served as the President and Chief Executive Officer of Metrovision of North America. Prior thereto, from 1984 to 1991, Mr. Hussey served as the President, Chief Executive Officer and Director of POP Radio Corp., a company which he helped form. From 1979 to 1984, Mr. Hussey served as the Vice President/Management Supervisor for Grey Advertising, Inc. Mr. Hussey holds a B.S. degree in Finance from Georgetown University and an M.B.A. degree in International Finance from George Washington University. Mr. Hussey is also a 35 director of Digital Lightwave, Inc., New World Power Corp., and Digital Data Networks, Corp., which are all publicly-held companies. Oded Akselrod has served as a Director of the Company since February 2002. Mr. Akselrod is the General Manager of the Investment Corp. of United Mizrahi Bank Ltd., a wholly owned subsidiary of United Mizrahi Bank Ltd. Prior to joining the Investment Corp. of United Mizrahi Bank, from 1994 to 1997, Mr. Akselrod held the position of General Manager of Apex-Leumi Partners Ltd as well as Investment Advisor of Israel Growth Fund. Prior thereto, from 1991 to 1994, Mr. Akselrod served as General Manager of Leumi & Co. Investment Bankers Ltd. Mr. Akselrod began his career in various managerial positions in the Bank Leumi Group including member of the management team of Bank Leumi, Deputy Head of the International Division, head of the Commercial Lending Department of the Banking Division, member of all credit committees at the Bank, assistant to Bank Leumi's CEO and Head of International Lending Division of Bank Leumi Trust Company of New York. Mr. Akselrod holds a Bachelor's degree in Agriculture Economics from Hebrew University, Jerusalem and a Master's degree in Business Administration from Tel Aviv University. Mr. Akselrod is also a director of Moffet Technology Fund Israel Ltd., a publicly held company. Orit Leitman has served as an External Director of NUR since November 2000. Ms. Leitman has served as Vice President of Finance of Paradigm Geophysical Ltd. since April 1999. From 1992 to 1999, Ms. Leitman served as Corporate Treasurer of Scitex Corporation Ltd. Ms. Leitman holds both a B.A. in Economics and an M.B.A. from the Tel-Aviv University. Gideon Shenholz has served as an External Director of NUR since November 2000. Mr. Shenholz has served as the Managing Director of Pegasus Technologies Ltd. since October 1995. Mr. Shenholz is one of the two founders of Pegasus Technologies Ltd., established in 1991, and one of the major shareholders in Pegasus Technologies Ltd. Prior thereto, from 1988 to 1991, Mr. Shenholz was a consultant in electronic warfare (EW), mainly to Tadiran Systems Ltd. (EW division). From 1981 to 1988, Mr. Shenholz served as a senior manager in Tadiran Systems Ltd. (EW division). Mr. Shenholz holds a B.Sc. Degree in Electronic Engineering from Technion, Haifa (1976) and a B.A. degree in Psychology from Tel-Aviv University (1982). COMPENSATION OF OFFICERS AND DIRECTORS In the year ended December 31, 2001, the aggregate compensation paid by NUR to the executive officers and directors of NUR (a total of 11 persons) amounted to approximately $1.0 million. This amount includes the amount of compensation paid and benefits in kind granted to these persons by NUR and our subsidiaries. The executive officers of NUR received part of the compensation set forth above under NUR's Management by Objectives (MBO) Compensation Plan. The MBO sets annual individual goals to be achieved by the executive officers throughout the year. The percentage of individual achievement determines the percent of the MBO bonus paid to each executive officer. The MBO plan for the benefit of NUR's Chief Executive Officer is administered by the Stock Option and Compensation Committee. The MBO plan for the benefit of the other executive officers is administered by the Chief Executive Officer. A portion of the bonus amounts are paid in cash in the year for which they are awarded and the balance is paid in cash in the year following the financial year for which they are awarded. In addition, a total of 328,834 options were granted in 2001 to executive officers and directors to purchase ordinary shares. The options granted had a weighted average exercise price of $5.20 and have expiration dates ranging from 2011 to 2012. Pursuant to an employment agreement, Mr. Erez Shachar, in his capacity as President and Chief Executive Officer of NUR, earned an annual salary of $238,000. In addition, for various services rendered to NUR Europe S.A. and NUR Media Solutions S.A. by Sorly Ltd., a company wholly owned by Erez Shachar, NUR Europe S.A. and NUR Media Solutions S.A. each paid Sorly Ltd. an average sum of $9,173 per quarter during 2001. In 2001, NUR granted Mr. Shachar options to purchase 110,000 ordinary shares, in addition to options previously granted to Mr. Shachar, substantially, as follows: (i) options to purchase 60,000 ordinary shares at an exercise price of $4.40 per share, of which 20,000 will vest on August 3, 2002, 20,000 on August 3, 2003 and 20,000 on August 3, 2004; and 36 (ii) options to purchase 50,000 ordinary shares at an exercise price of $3.00 per share, of which 16,667 will vest on December 24, 2002, 16,667 on December 24, 2003 and 16,666 on December 24, 2004. All such options were issued under the Company's 2000 Stock Option Plan and are exercisable until the earlier of (i) ten years from their date of grant; or (ii) three months following termination of Mr. Shachar's employment with the Company. We pay our non-employee and external Directors remuneration for their services as directors. This remuneration includes an annual payment of $8,000 and additional payments of approximately $500 per meeting and $250 per committee meeting. The Chairman of the Board and Chairman of any committee are also entitled to receive an additional annual fee of $5,000. Each non-employee and non-external Director (other than Dan Purjes) also receives an annual grant of options to purchase 10,000 ordinary shares under the conditions set forth in NUR's 1998 Non-Employee Director Share Option Plan. Directors who are also employees do not receive additional compensation for serving as directors. The Directors do not receive any additional remuneration upon termination of their services as directors. NUR's shareholders approved at the Annual Shareholders meeting held on February 12, 2002 a Terms of Service agreement with Mr. Dan Purjes effective as of January 1, 2002. In his capacity as Chairman of the Board, Mr. Purjes will receive an annual fee of $125,000 to be due and paid in ordinary shares to Rockwood Group Inc., a company wholly owned by Mr. Dan Purjes. The fee shall be paid quarterly, at the end of each quarter, by way of issuing ordinary shares valued at $31,250. Such annual fee shall be in lieu of any and all payments which are due to Mr. Purjes in his capacity as a Director, Chairman of the Board, and a member of any committees of the Board, including the right to receive options to purchase ordinary shares in accordance with the Company's 1998 Share Option Plan for Non-Employee Directors. OUTSTANDING OPTIONS AND WARRANTS As of May 31, 2002, NUR had outstanding options under NUR's stock option plans to purchase a total of 2,200,846 of its ordinary shares. Of such options, 85,833 have been issued under the 1995 Israel Stock Plan, 1,131,967 have been issued under the 1997 Stock Option Plan, 85,834 have been issued under the 1998 Non-Employee Director Share Option Plan and 897,212 have been issued under the 2000 Stock Option Plan. The options granted under the 1995 Plan, the 1997 and the 2000 Plan are subject to various vesting requirements and have been issued at exercise prices ranging from $1 to $14.25 per share with various expiration dates. The options granted under the 1998 Plan are not subject to vesting requirements and have an exercise price ranging from $2.75 to $13.50 per share, with various expiration dates. See Note 16 to NUR's consolidated financial statements included as a part of this annual report on Form 20-F for more details. On May 17, 2002, NUR filed a tender offer with the Securities and Exchange Commission pursuant to which option holders had the right to cancel and exchange certain options granted to them under the Company's 2000 Stock Option Plan, 1997 Stock Option Plan and 1995 Israel Stock Option Plan. Pursuant to the terms and conditions of the tender offer, the new options are to be granted six months and one day from the date the old options are canceled, at an exercise price equal to the market price on the date of the new grant. In order to receive the new options, option holders must continue to have a service relationship with the Company or any of its subsidiaries until the new grant date. 2,027,166 ordinary shares, representing 93% of the outstanding options under the Company's 2000 Stock Option Plan, 1997 Stock Option Plan and 1995 Israel Stock Option Plan, were available for exchange under the tender offer. The tender offer expired on June 15, 2002 and resulted in the cancellation of 1,245,316 options with varying exercise prices. As of May 31, 2002, NUR had outstanding warrants exercisable into a total of 864,911 ordinary shares. Of such warrants, (i) 55,000 were issued to Josephthal & Co., Inc. as placement agent in connection with NUR's private placement between September and December 1997, (ii) 25,000 were issued to Cruttenden Roth Incorporated in connection with its role as 'qualified independent underwriter' in a registration of ordinary shares on behalf of certain selling security holders, (iii) 15,000 were issued to Zamir & Barak in partial consideration for legal services rendered on behalf of NUR, 37 (iv) 37,411 were issued to Investec Clali Trust Company Ltd. as placement agent in connection with NUR's private placement in September 2000, (v) 612,500 were issued to the Investment Corp. of United Mizrahi bank Ltd. as part of the private placement in January 2002, (vi) 70,000 were issued to Bank Hapoalim as part of the rescheduling of NUR's long-term debts and (vii) 50, 000 were issued to Bank Leumi as part of the rescheduling of NUR's long-term debts. The Josephthal private placement warrants are exercisable at $1.00 per share no later than September and December 2002. The Cruttenden Roth warrants are exercisable at $4.50 per share from February 2000 to February 2004. The Zamir & Barak warrants are exercisable at $2.75 per share from January 2000 to January 2004. The Investec Clali warrants are exercisable at $13.365 no later than September 2005. The Mizrahi warrants are exercisable at $4.50 no later than January 2006. The Bank Hapoalim and Bank Leumi warrants are exercisable at $5.00 no later than February 2006. Of the options and warrants described above, directors and executive officers of NUR hold options and warrants to purchase an aggregate of 936,168 ordinary shares issuable pursuant to exercise of such securities. 1995 ISRAEL STOCK OPTION PLAN In 1995, NUR adopted the 1995 Israel Stock Option Plan which provides for grants of stock options to employees and consultants of NUR. Options to purchase an aggregate of 500,000 ordinary shares were originally available for grant under the 1995 Israel Stock Option Plan, as amended, including service options for future services, options for performance, and options to consultants for service or performance. NUR's 1995 Israel Stock Option Plan provides that it may be administered by the Board or by a committee appointed by the Board and is currently administered by the Stock Option and Compensation Committee subject to Board approval. The Board determines the employees and consultants who are granted options under the 1995 Israel Stock Option Plan, the timing of such grants, the terms thereof and the number of shares to be covered thereby. The Board also determines the exercise price for ordinary shares subject to the performance and consultants options under the 1995 Israel Stock Option Plan and the exercise price for the service options; provided that in no case shall the exercise price of any service option be less than 80% of the fair market value of such ordinary shares at the date of grant. Service options usually vest over a four-year period. One-third of the service options vest after the second annual anniversary of the date of grant with an additional one-third vesting on the third and fourth anniversary of the date of grant, respectively. Performance options vest under the same terms as applicable to the service options. Consultants options vest over a specified period of time based on past or future services rendered or performance targets to be achieved by NUR as determined by the Board. Notwithstanding the foregoing, the consultants options expire ten years following the date of grant. No option may be assigned or transferred except by will or the laws of descent and distribution. Under the 1995 Israel Stock Option Plan, for Israeli employees, options and ordinary shares issuable upon the exercise of options granted to Israeli employees of NUR can be held in a trust until the payment of all taxes due with respect to the grant and exercise (if any) of such options. 1997 STOCK OPTION PLAN In 1997, NUR adopted the 1997 Stock Option Plan which provides for grants of stock options to employees, directors of NUR and consultants to NUR. Options to purchase an aggregate of 2,200,000 ordinary shares were originally available for grant under the 1997 Stock Option Plan, as amended. The 1997 Stock Option Plan provides that it is to be administered by the Board or by a committee appointed by the Board and is currently administered by the Stock Option and Compensation Committee subject to Board approval. The Board has broad discretion to determine the persons entitled to receive options under the 1997 Stock Option Plan, the terms and conditions on which options are granted, and the number of ordinary shares subject thereto, up to the maximum aggregate amount permitted under the 1997 Stock Option Plan. The Board also has discretion to determine the purchase price to be paid upon the exercise of an option granted under the 1997 Stock Option Plan. 38 The exercise price of the option shares under the 1997 Stock Option Plan is determined by the Board, provided, however, that the exercise price of any option granted shall not be less than eighty percent (80%) of the stock value at the date of grant of such options. The stock value at any time is equal to the then current fair market value of NUR's ordinary shares. For purposes of the 1997 Stock Option Plan, the fair market value means, as of any date, the last reported sale price, on such date, of the ordinary shares on such principal securities exchange of the most recent prior date on which a sale of the ordinary shares took place. The Board determines the term of each option granted under the 1997 Stock Option Plan; provided, however, that the term of an option shall not be for more than ten (10) years. Upon termination of employment, all unvested options lapse. Pursuant to the 1997 Stock Option Plan, options shall vest over a three-year period, provided that the Board may determine different vesting schedules. The options granted are subject to restrictions on transfer, sale, or hypothecation. All options and ordinary shares issuable upon the exercise of options granted to Israeli employees of NUR are held in trust for a minimum of two years in accordance with Section 102 of the Israel Income Tax Ordinance. 1998 NON-EMPLOYEE DIRECTOR SHARE OPTION PLAN In 1998, NUR adopted the 1998 Non-Employee Director Share Option Plan to provide for grants of options to purchase ordinary shares to non-employee directors of NUR. The 1998 Plan is administered by the Non-Employee Directors Share Option Committee subject to Board approval. An aggregate amount of not more than 250,000 ordinary shares is reserved for grants under the 1998 Plan. The 1998 Plan will expire on December 8, 2008 (10 years after adoption), unless earlier terminated by the Board. Under the 1998 Non-Employee Director Share Option Plan, each non-employee director that served on the 1998 'Grant Date,' as defined below, automatically received an option to purchase 10,000 ordinary shares on such Grant Date and will receive an option to purchase an additional 10,000 ordinary shares on each subsequent Grant Date thereafter provided that he or she is a non-employee director on the Grant Date and has served as such for the entire period since the last Grant Date. The 'Grant Date' means, with respect to 1998, October 26, 1998, and with respect to each subsequent year, August 1. Directors first elected or appointed after the 1998 Grant Date, will automatically receive on such director's first day as a director an option to purchase up to 10,000 ordinary shares prorated based on the number of full months of service between the prior Grant Date and the next Grant Date. Each such non-employee director would also automatically receive, as of each subsequent Grant Date, an option to purchase 10,000 ordinary shares provided he or she is a non-employee director on the Grant Date and has served for the entire period since the last Grant Date. The exercise price of the option shares under the 1998 Plan is 100% of the fair market of such ordinary shares at the date of grant of such options. The fair market value means, as of any date, the average closing bid and sale prices of the ordinary shares for the date in question as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or any similar organization if Nasdaq is no longer reporting such information, or such other market on which the ordinary shares are then traded, or if not then traded, as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of NUR, based on the best information available to it. The exercise price is required to be paid in cash. The term of each option granted under the 1998 Non-Employee Director Share Option Plan is ten (10) years from the applicable date of grant. All options granted vest immediately upon the date of grant. The options granted would be subject to restrictions on transfer, sale or hypothecation. All options and ordinary shares issuable upon the exercise of options granted to the non-employee directors of NUR could be withheld until the payment of taxes due with respect to the grant and exercise (if any) of such options. 39 2000 STOCK OPTION PLAN In 2000, NUR adopted the 2000 Stock Option Plan to provide for grants of service and non-employee options to purchase ordinary shares to officers, employees, directors and consultants of NUR. The 2000 Stock Option Plan provides that it may be administered by the Board or by a committee appointed by the Board and is currently administered by the Stock Option and Compensation Committee subject to the Board approval. An aggregate amount of not more than 2,000,000 ordinary shares is reserved for grants under the 2000 Stock Option Plan, as amended. The 2000 Stock Option Plan will expire on August 31, 2008, unless previously terminated or extended by the Board. The Board has broad discretion to determine the persons entitled to receive options under the 2000 Stock Option Plan, the terms and conditions on which options are granted, and the number of ordinary shares subject thereto. The exercise price of the option shares under the 2000 Stock Option Plan is determined by the Board, provided, however, that the exercise price of any option granted shall not be less than eighty percent (80%) of the stock value at the date of grant of such options. The stock value at any time is equal to the then current fair market value of NUR's ordinary shares. For purposes of the 2000 Stock Option Plan, the fair market value means, as of any date, the last reported sale price, on such date, of the ordinary shares on such principal securities exchange of the most recent prior date on which a sale of the ordinary shares took place. The Board determines the term of each option granted under the 2000 Stock Option Plan; provided, however, that the term of an option shall not be for more than ten (10) years. Upon termination of employment, all unvested options lapse. All options granted vest over a three to four-year period at the discretion of the Board. One third of such options vest after the first or second anniversary of the date of grant, one third after the second or third anniversary, and the final third after the third or fourth anniversary of the date of grant. Notwithstanding the foregoing, the Board may determine different vesting schedules for consultant options in special circumstances. The options granted are subject to restrictions on transfer, sale or hypothecation. Under the 2000 Stock Option Plan, for Israeli employees, options and ordinary shares issuable upon the exercise of options granted to Israeli employees of NUR can be held in a trust until the payment of all taxes due with respect to the grant and exercise (if any) of such options. INDEMNIFICATION OF EXECUTIVE OFFICERS AND DIRECTORS At the Annual Shareholders meeting held on February 12, 2002, NUR's shareholders authorized the Company to enter into indemnification agreements with each of its current and future directors. According to the terms of the indemnification agreements, the Company shall, subject to the provisions of the indemnification agreement, indemnify each director for the following: (a) monetary liabilities imposed on the director for the benefit of another person pursuant to a final judgment by a competent court relating to acts performed by the director in his/her capacity as a director or officer of the Company or its subsidiaries; and (b) reasonable litigation expenses. The indemnification undertaking shall be limited to certain categories of events and to such monetary limitations as set forth in the indemnification agreement. In addition, a policy of directors' and officers' liability insurance is maintained by us that insures our directors and officers and those of our subsidiaries against liability incurred by, arising from or against them for certain of their acts, errors or omissions. BOARD PRACTICES TERMS OF DIRECTORS The Board of Directors currently consists of seven members, including two external directors. Unless otherwise prescribed by resolution, the Board shall consist of not less than four (4) nor more than twelve (12) directors. The members of the Board are elected annually at NUR's annual shareholders' meeting and remain in office until the next annual shareholders' meeting, unless the 40 director has previously resigned, vacated his office, or was removed in accordance with NUR's Articles of Association. In addition, the Board may elect additional members to the Board. The members of the Board do not receive any additional remuneration upon termination of their services as directors. Pursuant to the Israeli Companies Law, the two external directors of the Board serve for a period of three (3) years unless their office is vacated earlier in accordance with NUR's then current Articles of Association and the Israeli Companies Law. ALTERNATE DIRECTORS The Articles of Association provide that, subject to the Board's approval, a director may appoint an individual, by written notice to NUR, to serve as an alternate director. The following persons may not be appointed nor serve as an alternate director: (i) a person not qualified to be appointed as a director, (ii) an actual director, or (iii) another alternate director. Any alternate director shall have all of the rights and obligations of the director appointing him or her, except the power to appoint an alternate (unless the instrument appointing him or her expressly provides otherwise). The alternate director may not act at any meeting at which the director appointing him or her is present. Unless the appointing director limits the time period or scope of any such appointment, such appointment is effective for all purposes and for an indefinite time, but will expire upon the expiration of the appointing director's term. There are currently no alternate directors. COMMITTEES OF THE BOARD OF DIRECTORS APPROVAL OF CERTAIN TRANSACTIONS UNDER THE ISRAELI COMPANIES LAW; AUDIT COMMITTEE The Companies Law requires disclosure by an 'Office Holder' (as defined below) to NUR in the event that an Office Holder has a direct or indirect personal interest in a transaction to which NUR intends to be a party, and codifies the duty of care and fiduciary duties which an Office Holder has to NUR. An 'Office Holder' is defined under the Israeli Companies Law as a director, general manager, chief business manager, vice general manager, other manager directly subordinate to the general manager and any other person assuming the responsibilities of any of the foregoing positions without regard to such person's title. The Israeli Companies Law requires that certain transactions, actions and arrangements must be approved by the Audit Committee, by the Board and, in certain circumstances, by the shareholders of NUR. NUR is also required to maintain the Audit Committee as a result of the inclusion for quotation of the ordinary shares on the Nasdaq National Market. The Audit Committee must be composed of members of the Board who are not employees of NUR, the external directors and the majority of members of the Audit Committee may not be holders, directly or indirectly through family members, of more than five percent of the ordinary shares. NUR's Audit Committee currently consists of Orit Leitman, Gideon Shenholz, Doron Tsur and Robert F. Hussey. Approval by the Audit Committee and the Board is required for (i) proposed transactions to which NUR intends to be a party in which an Office Holder has a direct or indirect personal interest, (ii) actions or arrangements which may otherwise be deemed to constitute a breach of fiduciary duty or of the duty of care of an Office Holder to NUR, (iii) arrangements with directors as to the terms of office or compensation, and (iv) indemnification of Office Holders. Arrangements with directors as to the terms of their service or compensation also require shareholder approval. All arrangements as to compensation of Office Holders who are not directors require approval of the Board. In certain circumstances, the matters referred to in (i), (ii), and (iv) may also require shareholder approval. Office Holders (including directors) who have a personal interest in a matter which is considered at a meeting of the Board or the Audit Committee may not be present at such meeting, may not participate in the discussion, and may not vote on any such matter, except that such Office Holders may consent in writing to resolutions adopted by the Board and/or the Audit Committee by unanimous consent. 41 The requirements of The Nasdaq Stock Market, Inc. provide that the Audit Committee reports, among other things, that it has reviewed and discussed the consolidated financial statements for the year ended December 31, 2001 with the management of NUR. The Audit Committee has discussed with the independent auditor the matters covered by Statement on Auditing Standards No. 61, as well as the independence of the independent auditor and was satisfied as to the independent auditor's compliance with said standards. STOCK OPTION AND COMPENSATION COMMITTEE In March 1998, NUR established a Stock Option and Compensation Committee to administer NUR's stock option plans, other than the 1998 Non-Employee Director Share Option Plan. The Stock Option and Compensation Committee is charged with administering and overseeing the allocation and distribution of stock options under the approved stock option plans of NUR and the approval of the NUR's executive officer's annual compensation. The Companies Law provides that the Board is not entitled to delegate to Board committees its power, among other things, to allocate shares or securities convertible into shares of NUR. Accordingly, all recommendations of the Stock Option and Compensation Committee are subject to the Board approval. The Stock Option and Compensation Committee is presently composed of four members: Dan Purjes, Doron Tsur, Orit Leitman and Robert F. Hussey. NON-EMPLOYEE DIRECTOR SHARE OPTION PLAN COMMITTEE In February 1999, NUR established a committee to administer the NUR's 1998 Non-Employee Director Share Option Plan (the 'NEDSOP Committee'). The NEDSOP Committee is charged with administering and overseeing the allocation and distribution of stock options under the 1998 Non-Employee Director Share Option Plan. The Israeli Companies Law provides that the Board is not entitled to delegate to Board committees its power, among other things, to allocate shares or securities convertible into shares of NUR. Accordingly, the Non-Employee Director Share Option Plan Committee recommendations are subject to the Board's approval. The NEDSOP Committee is presently composed of two members: Erez Shachar and Giddeon Shenholz. EMPLOYEES As of December 31, 2001, we had 404 employees and independent contractors compared to 528 employees and independent contractors as of December 31, 2000. The 23% decrease was primarily due to the restructuring and consolidation of NUR's operations during 2001. As of December 31, 1999, we had approximately 190 employees and independent contractors. The increase of 277% was primarily due to the acquisition of substantially all assets of Salsa Digital Ltd. in July 2000 and internal growth. Of NUR's 404 employees and independent contractors as of December 31, 2001, 75 were in sales and marketing, 50 were in research and development, 104 were in customer support and, 95 were in operations and production and 80 were in finance and administration. As of December 31, 2001, we had 92 employees located in Israel, 98 employees located in Belgium, 129 employees located in the U.S. and 70 employees located in Asia Pacific. We believe our relations with employees are satisfactory. 42 SHARE OWNERSHIP The following table sets forth certain information regarding the beneficial ownership of NUR's ordinary shares as of May 31, 2002 of (i) each director of NUR and (ii) each executive officer of NUR. All of the information with respect to beneficial ownership of the ordinary shares is given to the best of NUR's knowledge and has been furnished in part by the respective directors and executive officers.
NUMBER OF SHARES BENEFICIALLY PERCENT NAME OF BENEFICIAL OWNER HELD(1) OF CLASS - ------------------------ ------- -------- Dan Purjes(2)............................................ 4,264,707 25.0% Erez Shachar(3).......................................... 282,500 1.6% Hilel E. Kremer.......................................... * * Alon Avnon............................................... * * Eliahu Shalev............................................ * * Ron Michael.............................................. * * Doron Tsur............................................... * * Robert F. Hussey......................................... * * Orit Leitman(4).......................................... -- -- Gideon Shenholz(4)....................................... -- -- Oded Akselrod(4)......................................... -- --
- --------- * Less than one percent of the outstanding ordinary shares. (1) As used in this table, 'beneficial ownership' means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from May 31, 2002 through the exercise of any option or warrant. Ordinary shares subject to options or warrants that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options or warrants, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based upon 17,085,086 ordinary shares outstanding as of May 31, 2002. (2) Mr. Purjes beneficially owned 4,733,171 ordinary shares of NUR, or 32.4 percent of NUR's ordinary shares, as of March 31, 2001. Mr. Purjes beneficially owned 4,536,263 ordinary shares of NUR, or 35.8 percent of NUR's ordinary shares, as of April 5, 2000. (3) Includes 240,000 options that are exercisable within 60 days of May 31, 2002. (4) Orit Leitman, Gideon Shenholz and Oded Akselrod do not hold any ordinary shares or options to purchase ordinary shares of NUR. The directors and officers of NUR hold, in the aggregate, options and warrants exercisable into 936,168 ordinary shares. Under the 1998 Share Option Plan for Non-Employee Directors (the '1998 PLAN'), approved at the Annual Meeting held on September 8, 1998, each of Messrs. Robert Hussey, Dan Purjes, who are Directors of the Company, were granted on October 26, 1998, August 1, 1999, August 1, 2000 and August 1, 2001, respectively, options to purchase 10,000 ordinary shares of the Company. Doron Tsur, a Director of the Company as of July 2001, was granted on July 2, 2001. The exercise price for the underlying shares of such options is the 'Fair Market Value' (as defined in the 1998 Plan) of the ordinary shares of the Company at the date of grant. ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS MAJOR SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of NUR's ordinary shares as of May 31, 2002, by each person known by NUR to be the beneficial owner of more than 5% of our outstanding ordinary shares. Each of our shareholders has identical voting rights with respect to 43 its shares. All of the information with respect to beneficial ownership of the ordinary shares is given to the best of NUR's knowledge and has been furnished in part by the beneficial owner.
PERCENTAGE ORDINARY OF ORDINARY SHARES SHARES BENEFICIALLY BENEFICIALLY OWNED OWNED(1) ----- -------- Dan Purjes(2)......................................... 4,264,707 25.0% Investment Corp. of United Mizrahi Bank Ltd. ......... 2,333,333 13.7%
- --------- (1) Based on a total of 17,085,086 ordinary shares outstanding as of May 31, 2002. (2) Dan Purjes is Chairman of NUR. Mr. Purjes beneficially owned 4,733,171 ordinary shares of NUR, or 32.4 percent of NUR's ordinary shares, as of March 31, 2001. Mr. Purjes beneficially owned 4,536,263 ordinary shares of NUR, or 35.8% percent of NUR's ordinary shares, as of April 5, 2000. As of May 31, 2002, there were 187 record holders of ordinary shares, of which 45 represented United States record holders holding approximately 78.5% of the outstanding ordinary shares of NUR. NUR's shareholders approved at the Annual Shareholders meeting held on February 12, 2002 a Terms of Service agreement with Mr. Dan Purjes effective as of January 1, 2002. In his capacity as Chairman of the Board, Mr. Purjes will receive an annual fee of $125,000 to be due and paid in ordinary shares to Rockwood Group Inc., a company wholly owned by Mr. Dan Purjes. The fee shall be paid quarterly, at the end of each quarter, by way of issuing ordinary shares valued at $31,250. Such annual fee shall be in lieu of any and all payments which are due to Mr. Purjes in his capacity as a Director, Chairman of the Board, and a member of any committees of the Board, including the right to receive options to purchase ordinary shares in accordance with the Company's 1998 Share Option Plan for Non-Employee Directors. RELATED PARTY TRANSACTIONS For various services rendered to NUR Europe S.A. and NUR Media Solutions S.A. by Sorly Ltd., a company wholly owned by Erez Shachar, NUR Europe S.A. and NUR Media Solutions S.A. each paid Sorly Ltd. the average sum of $9,173 per quarter during 2001. At the annual shareholders meeting held on February 12, 2002 NUR's shareholders approved a Terms of Service agreement with Mr. Dan Purjes effective as of January 1, 2002. In his capacity as Chairman of the Board, Mr. Purjes will receive an annual fee of $125,000 to be due and paid in ordinary shares of the Company to Rockwood Group Inc., a company wholly owned by Dan Purjes. Until decided otherwise by the Company's Audit Committee, the fee shall be paid quarterly, at the end of each quarter, by way of issuing ordinary shares valued at $31,250. Such annual fee shall be in lieu of any and all payments which are due to Mr. Purjes in his capacity as a member of the Board, Chairman of the Board, and a member of any committees of the Board, including the right to receive options to purchase ordinary shares in accordance with the Company's 1998 Share Option Plan for Non-Employee Directors. On October 2000, NUR loaned Hilel E. Kremer NIS 85,744 (approximately $20,000). The loan agreement provides for a three-year term loan linked to the consumer price index at an interest of 4% per annum. On October 2000, NUR loaned Ron Michael NIS 80,700 (approximately $18,500). The loan agreement provides for a three-year term loan linked to the consumer price index at an interest of 4% per annum. As of May 31, 2002, $19,638 was outstanding under Mr. Kremer's loan and $18,483 was outstanding under Mr. Michael's loan. See 'ITEM 10: Additional Information -- Material Contracts' and Note 15 to NUR's consolidated financial statements, which are included as a part of this annual report, for a further discussion of transactions and balances with related parties. 44 INTERESTS OF EXPERTS AND COUNSEL Not Applicable. ITEM 8: FINANCIAL INFORMATION See pages F-1 to F-34. ITEM 9: THE OFFER AND LISTING Not Applicable, except for Items 9.A.4 and 9.C, which are detailed below. NUR's ordinary shares are quoted on the Nasdaq National Market under the symbol 'NURM.' NUR's ordinary shares have been traded on the Nasdaq National Market since October 1995. The prices set forth below are high and low bid prices for the ordinary shares of NUR as reported by Nasdaq National Market for the fiscal year ended December 31 of each year indicated below, as of the end of each fiscal quarter indicated below, and for each month for the six-month period ending May 31, 2002. Such quotations reflect inter-dealer prices, without retail markup, markdown, or commission and may not necessarily represent actual transactions.
YEAR HIGH (US) LOW (US) - ---- --------- -------- 1997.......................................... 2.25 1.00 1998.......................................... 4.50 1.63 1999.......................................... 13.00 2.38 2000.......................................... 21.00 7.31 2001.......................................... 9.75 2.29
QUARTER HIGH LOW - ------- ---- --- 2000: First Quarter................................. $21.00 $10.25 Second Quarter................................ 17.25 11.50 Third Quarter................................. 15.94 12.69 Fourth Quarter................................ 15.00 7.31 2001: First Quarter................................. $ 9.75 $ 5.94 Second Quarter................................ 6.30 3.75 Third Quarter................................. 5.77 3.18 Fourth Quarter................................ 3.74 2.29 2002: First Quarter................................. 3.65 2.47
MOST RECENT SIX MONTHS HIGH LOW - ---------------------- ---- --- May 2002...................................... $1.56 $0.80 April 2002.................................... 2.79 1.42 March 2002.................................... 3.09 2.47 February 2002................................. 3.43 2.84 January 2002.................................. 3.65 3.05 December 2001................................. 3.56 2.29
NUR does not anticipate that it will pay any cash dividend on its ordinary shares in the foreseeable future. Dividends, if any, will be paid in NIS. Dividends paid to shareholders outside Israel will be converted to U.S. dollars, on the basis of the exchange rate prevailing at the date of payment. NUR has determined that it will not distribute dividends out of tax-exempt profits. 45 ITEM 10: ADDITIONAL INFORMATION A. SHARE CAPITAL Not applicable. B. MEMORANDUM OF ASSOCIATION AND AMENDED AND RESTATED ARTICLES OF ASSOCIATION Set forth below is a brief description of certain provisions contained in the Memorandum of Association, the Amended and Restated Articles of Association as well as certain statutory provisions of Israeli law. The Memorandum of Association and the Articles have been filed as exhibits to this annual report or incorporated by reference herein. The description of certain provisions does not purport to be a complete summary of these provisions and is qualified in its entirety by reference to such exhibits. AUTHORIZED SHARE CAPITAL The authorized share capital of NUR is NIS fifty million (50,000,000), divided into fifty million ordinary shares. PURPOSE AND OBJECTIVE Pursuant to Section 3.1 of NUR's Articles, our objective is to undertake any lawful activity, including any objective set forth in our Memorandum of Association. Pursuant to Section 3.2 of our Articles, our purpose is to operate in accordance with commercial considerations with the intentions of generating profits. BOARD OF DIRECTORS Under the Israeli Companies Law, 5759-1999, the Board is authorized to set NUR's strategy and supervise the performance of the duties and actions of NUR's Chief Executive Officer. The Board may not delegate to a committee of the Board or the Chief Executive Officer the right to decide on certain of the authorities vested with it, including determination of NUR's strategy, distributions, issuances of securities and approval of financial reports. The powers conferred upon the Board are vested in the Board as a collective body and not in each one or more of the directors individually. Unless otherwise set forth in a resolution of the shareholders, the Board shall consist of not less than four (4) nor more than twelve (12) directors (including any external directors whose appointment is mandated under the Companies Law). The directors are elected annually at a general meeting of shareholders and remain in office until the next annual meeting at which time they shall retire, unless their office is previously vacated as provided in the Articles. A retiring director may be reelected. If no directors are elected at the annual meeting, all of the retiring directors remain in office pending their replacement at a general meeting. Holders of the ordinary shares do not have cumulative voting rights in the election of directors. Consequently, the holders of ordinary shares in the aggregate conferring more than 50% of the voting power represented in person or by proxy will have the power to elect all the directors. Pursuant to the Israeli Companies Law, publicly traded companies must appoint two external directors to serve on their Board of Directors and Audit Committee. The external directors are appointed for a 3-year term. The election of external directors requires the vote of the majority of the voting power represented at the meeting, provided that either (i) such a majority includes at least one third of the shareholders present who do not qualify as controlling shareholders (as such term is defined in the Israeli Companies Law) or (ii) the aggregate number of shares held by non-controlling shareholders voting at the meeting against such election does not exceed one percent of the outstanding voting rights of the company. Subject to the provisions of Israeli Companies Law, the Board may approve each of the following transactions that are not detrimental to the best interest of NUR: (i) a transaction to which NUR is a party to, and in which an officer of NUR has an interest; (ii) a transaction between NUR and an officer of NUR; (iii) a private offer of NUR's securities to a holder of five percent (5%) or more of NUR's 46 shares; or (iv) such other transactions that require special approval pursuant to the Companies Law. In the event of an extraordinary transaction or the approval of the terms of service or employment (including any waiver, insurance or indemnification) of an officer of NUR, such transaction shall require additional approvals of the Audit Committee, or of the Audit Committee and of a meeting of shareholders, by regular or special majority, all as stipulated by the Companies Law. Any officer who has an interest in a transaction shall not participate in the meeting of the Board or Audit Committee in which such transaction is considered and shall not vote in such meeting, provided that if the majority of the members of the Board or the Audit Committee have an interest in the transaction, they may attend and vote at the meeting and then the transaction must also be approved by a general meeting. No person shall be disqualified to serve as a director by reason of his not holding shares in NUR. Additionally, there is no age limit for the retirement of directors. RIGHTS OF SHAREHOLDERS No preemptive rights are granted to holders of ordinary shares under the Articles or the Israeli Companies Law. Each ordinary share is entitled to one vote on all matters to be voted on by shareholders, including the election of directors. Non-residents of Israel may freely hold and trade the ordinary shares pursuant to general and specific permits issued under Israel's Currency Control Law, 1978. Neither the Memorandum of Association nor the Articles make any distinction between residents and non-residents of Israel with respect to the ownership of ordinary shares. The Memorandum of Association, the Articles and Israeli law do not make any distinction between residents and non-residents of Israel with respect to the voting rights related thereto. An annual meeting of shareholders must be held once in every calendar year at such time (within a period of not more than fifteen months after the last preceding annual meeting) and at such place as may be determined by the Board. The Board may, at any time, convene general meetings of shareholders, and shall be obligated to do so upon receipt of a requisition in writing in accordance with Israeli law. Prior to any general meeting a written notice thereof shall be delivered to all registered holders and to all other persons entitled to attend, and shall be otherwise made public as required by Israeli law. Two or more members present in person or by proxy and holding shares conferring in the aggregate more than 33 1/3% of the total voting power attached to our shares shall constitute a quorum at general meetings. If a meeting is adjourned due to the lack of a quorum, one or more shareholders, holding not less than 33 1/3% of all the outstanding voting power attached to the ordinary shares, present in person or by proxy at the subsequent adjourned meeting, will constitute a quorum. Unless provided otherwise by the terms of issue of the shares, no member shall be entitled to be present or vote at a general meeting (or to be counted as part of the quorum) unless all amounts due as of the date designated for same general meeting with respect to his shares were paid. To be deemed adopted, a resolution requires the affirmative vote of shareholders present and holding in person or by proxy a majority of the shares present. Certain resolutions (for example, a resolution to amend the Articles or the Memorandum of Association) require the affirmative vote of shareholders present in person or by proxy and holding shares conferring at least 75% of the votes to be deemed adopted. On August 18, 1999, pursuant to the purchase of 600,000 ordinary shares of the Company and warrants exercisable for 150,000 ordinary shares of the Company by Isal Amlat Investments (1993) a shareholders' agreement was signed between Isal and Dan Purjes providing for, among other things, Dan Purjes voting the ordinary shares over which he has voting control in favor of one designee selected by Isal to serve as a director on the Company's board of directors. This agreement will terminate in the event that either Isal holds less than 4% of the Company's outstanding ordinary shares or Dan Purjes holds less than 20%. On January 17, 2002, pursuant to the purchase of 2,333,333 ordinary shares of the Company and of warrants exercisable for 612,500 ordinary shares of the Company by Investment Corp. of United Mizrahi Bank Ltd., a shareholders' agreement was signed between Mizrahi and Dan Purjes providing for, among other things, Dan Purjes voting the ordinary shares in favor of one designee selected by Mizrahi to serve as a director on 47 the Company's board of directors. This agreement will terminate in the event that either Mizrahi holds less than 7% of the Company's outstanding ordinary shares or Dan Purjes holds less than 17%. DIVIDENDS AND PROFITS The Board may from time to time, subject to the provisions of Israeli Companies Law, declare and order the payment of a dividend from NUR's accrued profits at the rate it may deem, provided that there is no reasonable concern that payment of such dividend may prevent NUR from meeting its current and expected liabilities when they become due. Subject, if any, to special or restricted rights conferred upon the holders of shares as to dividends, the dividends shall be distributed in accordance with the paid-up capital of the Company attributable to the shares for which the dividend has been declared. Our obligation to pay dividends or any other amount in respect of shares, may be set-off against any indebtedness, however arising, liquidated or non-liquidated, of the person entitled to receive the dividend. Any dividend unclaimed within the period of seven years from the date stipulated for their payment, shall be forfeited and returned to us, unless otherwise directed by the Board. In the event of the winding up of the company, then, subject to provisions of any applicable law and to any special or restricted rights attached to a share, our assets in excess of our liabilities will be distributed among the stockholders in proportion to the paid-up capital attributable to the shares in respect of which the distribution is being made. C. MATERIAL CONTRACTS LOD LEASE AGREEMENT We entered into a lease agreement with A. Barzilai Investments and Assets Ltd. and Kamim Investments and Assets Ltd., commencing on November 1, 2000, that provides for monthly rent payments of $63,750, with each rent payment to be paid three months in advance. The lease agreement has an initial term of five years. We have two separate two and one-half year options to extend the lease. The rent for the first option period will increase 6% from the current rental payment. The rent for the second option period will increase 7% from the current rental payment. SALSA ASSET PURCHASE AGREEMENT On May 17, 2000, we entered into an Asset Purchase Agreement by and among Salsa Digital Ltd. ('Salsa Digital') and Signtech Japan, Ltd., Salsa Digital DO Brazil, Ltda., Salsa Digital (Guangzhou) Ltd., Salsa Dubai Corp., Salsa Technology Pte Ltd. (collectively, the 'Selling Subsidiaries'), and NUR and Salsa Digital Printers Ltd. and Nur Hungary Trading and Software Licensing Limited Liability Company (together the 'Purchasing Subsidiaries'). The Asset Purchase Agreement was amended as of June 30, 2000, to, among other things, add NUR Asia Pacific Ltd., NUR Europe S.A. and Encre Consumables B.V as Purchasing Subsidiaries. Pursuant to the Asset Purchase Agreement, the Purchasing Subsidiaries acquired all of the rights, title and interests in Salsa Digital's purchased assets, and acquired an option to purchase the rights, title and interests in all or a portion of the purchased assets held by each Selling Subsidiary, or at our or the Purchasing Subsidiaries' option, 100% of the outstanding capital stock of some or all of the Selling Subsidiaries in lieu thereof. Purchased assets included, without limitation, all cash and cash equivalents, all furniture, fixtures, improvements, equipment and all other tangible personal property, all accounts receivable, all claims and rights relating to the purchased assets, all intellectual property relating to the business of Salsa Digital, all rights and interests under all contracts, leases or permits which the Purchasing Subsidiaries elected to assume, and all other assets except for the excluded assets. Excluded assets included, without limitation, all bank accounts held by Salsa Digital (with certain enumerated exceptions) and certain deposits and prepaid expenses. NUR and the Purchasing Subsidiaries are solely liable for the liabilities related to trade payables, operational liabilities directly relating to the business of Salsa Digital and/or the purchased assets, and as further set forth in the Asset Purchase Agreement. All other liabilities remain the responsibility of Salsa Digital. The purchase price paid was $30,000,000, which consisted of a cash payment of $20,000,000 and the delivery of 666,667 NUR ordinary shares to Salsa Digital. The Purchasing Subsidiaries did not elect to exercise the option to purchase any of the 48 purchased assets or outstanding capital stock of the Selling Subsidiaries. NUR filed a registration statement on Form F-3, which became effective on December 22, 2000, to permit the resale of the shares sold as described above. LONG TERM LOAN AGREEMENTS In July 2000, in order to finance the acquisition of Salsa Digital, the Company entered into long-term loan agreements with Bank Hapoalim and Bank Leumi, as subsequently amended. The loan agreements provided for a three-year long-term credit line of up to $20.0 million and $15.0 million from Bank Hapoalim and Bank Leumi, respectively. The Bank Hapoalim loan carries an interest rate of Libor plus 0.7% per annum on $5.0 million and Libor plus 0.85% per annum on $15.0 million. The Bank Leumi loan carries an interest rate of Libor plus 0.7% per annum on the full loan. In February 2002, the Company signed an amendment to the long-term loan agreements with both banking institutions, providing for the rescheduling of the repayment periods of the remaining long-term loans. According to the long-term loans rescheduling agreements, the remaining long-term loans at Bank Leumi carry interest rates of Libor plus 1.75% per annum on $13.0 million and Libor plus 2.25% per annum on $2.0 million. The remaining long-term loan of $17.5 million at Bank Hapoalim carries interest of Libor plus 2.0% per annum. As of May 31, 2002, $17.0 million was outstanding under the Bank Hapoalim loan and $14.825 million was outstanding under the Bank Leumi loan. The long-term loans are secured by a floating lien on all assets of the Company. Under the terms of the long-term loan rescheduling agreements the long-term loans are further secured by a negative pledge of the assets of NUR's subsidiaries. Under the terms of long-term loans rescheduling agreements the Company and its subsidiaries have undertaken, among other things, the following: To close a private placement of no less than $7.0 million by March 30, 2002. To maintain an equity of no less than $29,000, or 25% of the Company's tangible assets. To prevent short-term credit from exceeding 70% of the Company's net accounts receivable aged less than 180 days. To refrain from merging, consolidating, amalgamating or entering into any other form of business combination with a third party, or liquidating or dissolving. To maintain certain financial ratios relating to the Company's earnings before income tax, depreciation and amortization (EBITDA) and the Company's overall long-term debt to financial institutions. To issue a warrant to purchase up to 70,000 ordinary shares and a warrant to purchase up to 50,000 ordinary shares of the Company to Bank Hapoalim and Bank Leumi, respectively. Both warrants will be exercisable until February 2006 at $5.00 per ordinary share. Both the long-term loan agreements and the rescheduling agreements also contain customary events of defaults, including the failure to pay interest or principal, material breach of any representation or warranty or breach of any covenant, cross-defaults, bankruptcy, or a change in control event relating to the Company or its subsidiaries. The long-term loan agreements and the long-term loan rescheduling agreements are governed by the laws of the State of Israel. CITICORP VENDOR FINANCE AGREEMENT NUR America, Inc. and Citicorp Vendor Finance, Inc entered into a Manufacturer Program Agreement and a Master Remarketing Agreement on July 20, 2001. This is a 'pay-as-you-go' customized financing program for clients and prospective clients in the United States. According to these agreements, NUR will sell equipment to Citicorp Vendor Finance who in turn will enter into separate agreements with customers, providing necessary finance for customers to purchase NUR equipment. The Master Remarketing Agreement allows Citicorp Vendor Finance to request that NUR try and remarket equipment that has not been sold to customers or that has been returned. In addition each customer will enter into a separate supply and maintenance agreement with NUR. 49 SHARE AND WARRANT PURCHASE AGREEMENT In January 2002, we entered into a Share and Warrant Purchase Agreement with the Investment Corp. of United Mizrahi Bank Ltd, a Company registered under the laws of the State of Israel and an affiliate of an Israeli commercial bank, the United Mizrahi Bank B.M. Pursuant to the Share and Warrant Purchase Agreement we issued 2,333,333 of our ordinary shares to the Investment Corp. at a purchase price of $3.00 per share. In connection with the private placement we also issued to the Investment Corp. warrants to purchase an additional 612,500 ordinary shares at an exercise price of $4.50 per warrant share exercisable until January 17, 2006. D. EXCHANGE CONTROLS Israeli law places limitations on foreign currency transactions and transactions between Israeli and non-Israeli residents, including payment of dividends. The Controller of Foreign Exchange at the Bank of Israel, through permits, may regulate or waive these limitations. As of May 1998, foreign currency transactions are generally permitted, although certain restrictions still apply. Restricted transactions include foreign currency transactions by institutional investors, including futures contracts by foreign residents for periods of more than one month, and investments outside of Israel by pension funds and insurers. Under the permit, all foreign currency transactions must be reported to the Bank of Israel. E. TAXATION CAPITAL GAINS AND INCOME TAXES APPLICABLE TO NON-ISRAELI SHAREHOLDERS The following is a summary of the current tax laws of the State of Israel as they relate to NUR and our shareholders. This summary does not discuss all aspects of Israeli tax law that may be relevant to a particular investor in light of his personal investment circumstances or to certain types of investors subject to special treatment under Israeli law (for example, traders in securities, businesses in Israel or persons that own, directly or indirectly, 10% or more of NUR's outstanding voting stock). The following also includes a discussion of certain Israeli government programs benefiting various Israeli businesses such as NUR. To the extent that the discussion is based on new legislation yet to be subject to judicial or administrative interpretation, there can be no assurance that the views expressed herein will accord with any such interpretation in the future. This discussion is not intended and should not be construed as legal or professional tax advice, and does not cover all possible tax considerations. GENERAL CORPORATE TAX STRUCTURE NUR is subject to corporate tax in Israel. Commencing in the tax year 1993 through and including 1996, the regular rate of corporate tax to which Israeli companies are subject decreased by 1% each year, i.e., from 39% in 1993 down to 36% in 1996 and thereafter. However, the effective rate payable by a company which derives income from an 'Approved Enterprise' (as further discussed below) may be considerably less. See ' -- Law for the Encouragement of Capital Investments, 1959.' On May 4, 2000, a committee chaired by the then Director General of the Israeli Ministry of Finance, issued a report recommending significant changes in the Israeli system of taxation. The proposed changes, if adopted, would significantly alter the taxation of individuals, and would also have affect on corporate taxation. In particular, the proposed changes would reduce, but not eliminate, the tax benefits available to 'Approved Enterprises' such as the Company's. The proposed changes, if adopted, would also impose a capital gains tax on individuals on the sale of shares, unless the selling shareholder is entitled to benefits under a tax treaty. In the interim, the Israeli financial atmosphere has undergone significant political and economic changes. On February 26, 2002 the Minister of Finance appointed a new committee to recommend tax reforms, and this committee has submitted its report in June 2002. The Company cannot be certain whether the proposed changes will be adopted, when they will be adopted or what form any changes to the Israeli system of taxation will ultimately take. 50 TAXATION UNDER INFLATIONARY CONDITIONS The Income Tax Law (Adjustment for Inflation), 1985 (the 'Adjustment for Inflation Law') attempts to overcome some of the problems experienced in a traditional tax system by an economy experiencing rapid inflation, which was the case in Israel at the time the Adjustment for Inflation Law was enacted. Generally, the Adjustment for Inflation Law was designed to neutralize for Israeli tax purposes the erosion of capital investments in businesses and to prevent unintended tax benefits resulting from the deduction of inflationary financing expenses. The Adjustment for Inflation Law applies a supplementary set of inflationary adjustments to taxable profit computed according to regular historical cost principles. The Adjustment for Inflation Law introduced a special tax adjustment for the preservation of equity based on changes in the Israeli CPI whereby certain corporate assets are classified broadly into fixed (inflation resistant) assets and non-fixed assets. Where shareholders' equity, as defined in the Adjustment for Inflation Law, exceeds the depreciated cost of fixed assets, a corporate tax deduction which takes into account the effect of inflationary change on such excess is allowed (up to a ceiling of 70% of taxable income for companies in any single tax year, with the unused portion permitted to be carried forward on a linked basis with no ceiling). If the depreciated cost of fixed assets exceeds shareholders' equity, then such excess multiplied by the annual rate of inflation is added to taxable income. Due to the zero inflation that prevailed in Israel in 2000, such adjustments to taxable income will not be required for the year 2000. In addition, subject to certain limitations, depreciation on fixed assets and losses carried forward are adjusted for inflation based on changes in the Israeli CPI. The net effect of the Adjustment for Inflation Law on NUR might be that NUR's taxable income, as determined for Israeli corporate tax purposes, will be different than NUR's U.S. dollar income, as reflected in our consolidated financial statements, due to the difference between the annual changes in the CPI and in the NIS exchange rate with respect to the U.S. Dollar, causing changes in the effective tax rate. LAW FOR THE ENCOURAGEMENT OF INDUSTRY (TAXES), 1969 NUR currently qualifies as an 'Industrial Company' within the definition of the Law for the Encouragement of Industry (Taxes), 1969 (the 'Industry Encouragement Law'). According to the Industry Encouragement Law, an 'Industrial Company' is a company resident in Israel, which at least 90% of its income of which in any tax year (exclusive of income from any defense loans, capital gains, interest and dividends), is derived from an 'Industrial Enterprise' owned by it. An 'Industrial Enterprise' is defined by that law as an enterprise whose major activity in a given tax year is industrial production activity. Included among the tax benefits for an Industrial Company are deductions of 12.5% per annum of the purchase price of a good-faith acquisition of a patent or of know-how, an election under certain conditions to file a consolidated return and accelerated depreciation rates on equipment and buildings. Eligibility for the benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority. No assurance can be given that NUR will continue to qualify as an 'Industrial Company' or that the benefits described above will be available in the future. LAW FOR THE ENCOURAGEMENT OF CAPITAL INVESTMENTS, 1959 The Law for the Encouragement of Capital Investments, 1959, as amended (the 'Investment Law'), provides that a capital investment in production facilities (or other eligible facilities) may, upon application to the Israel Investment Center, be designated as an Approved Enterprise. Each certificate of approval for an Approved Enterprise relates to a specific program delineated both by its financial scope, including its capital sources, and its physical characteristics, i.e., the equipment to be purchased and utilized pursuant to the program. The tax benefits derived from any such certificate of approval relate only to taxable profits attributable to the specific Approved Enterprise. Taxable income of a company derived from an Approved Enterprise designated as such is subject to corporate tax at the rate of 25% or less based on the percentage of foreign ownership of the 51 company (rather than the regular corporate tax rate of 36%) throughout the 'Benefit Period' -- a period of seven years commencing with the year in which the Approved Enterprise first generated taxable income (limited to the earlier of twelve years from the commencement of production or fourteen years from the date of approval) and under certain circumstances, extending to a maximum of ten years therefrom. In the event a company operates under more than one approved plan or only part of its capital investments are approved (a 'Mixed Enterprise'), its effective corporate tax rate is the result of a weighted combination of the various applicable rates. In addition, a company owning an Approved Enterprise approval may elect to forego certain government grants for its Approved Enterprise in exchange for an 'alternative package' of tax benefits (the 'Alternative Package'). Under the Alternative Package, a company's undistributed income derived from an Approved Enterprise will be exempt from corporate tax for a period of between two and ten years, depending on the geographic location of the Approved Enterprise within Israel, and such company will be eligible for the tax benefits under the Investment Law described above for the remainder of the Benefits Period. Part of NUR's production facilities have been granted the status of 'Approved Enterprise' under the Investment Law, under three separate investment plans. The implementation of the investments under the first plan was completed in 1993. The implementation of the second plan was finalized in 1999. NUR's application for a third plan was approved in 2000. According to the provisions of the Investment Law, NUR chose to enjoy 'alternative benefits' -- waiver of grants in return for tax benefits. Accordingly, NUR's income from the Approved Enterprise will be tax-exempt for a period of two years for the first and the third plans and for a period of four years for the second plan, commencing with the year it first earns taxable income, and subject to corporate tax at the rate of 15% - 20% (or less based on the percentage of foreign ownership of the company), for additional periods of five, six and eight years, for the first, second and third plans, respectively. The period of tax benefits, detailed above, is subject to limits of twelve years from the commencement of production, or fourteen years from receiving the approval, whichever is earlier. Given the above-mentioned conditions, the period of benefits for the first plan commenced in the year 1994 and terminated in the year 2000, and the period of benefits for the second plan commenced in the year 1999 and will terminate in the year 2006. The period of benefits for the third plan has not yet been determined. If dividends are distributed out of profits derived from 'Approved Enterprise', NUR will be liable for corporate tax at the rate, which would have been applied if it had not chosen the alternative tax benefits (currently 15% to 20% based on the percentage of foreign ownership of NUR for an 'Approved Enterprise'). Therefore, income derived from NUR's 'Approved Enterprise' tax-exempt profits, is not available for distribution to shareholders as a dividend. See Note 16(a) to NUR's consolidated financial statements, which are included as a part of this annual report on Form 20-F. The dividend recipient is taxed at the reduced rate applicable to dividends from Approved Enterprises (15% - 20%), if the dividend is distributed during the tax benefits period or within a twelve years period thereafter, or for an unlimited period in the case of a 'Foreign Investors' Company' -- a company over 25% foreign-owned with an approved enterprise. This tax must be withheld by the company at source, regardless of whether the dividend is converted into foreign currency. See ' -- Capital Gains and Income Taxes Applicable to Non-Israeli Shareholders.' Subject to certain provisions concerning income subject to the Alternative Package, all dividends are considered to be attributable to the entire enterprise, and the effective tax rate is the result of a weighted combination of the various applicable tax rates. The Investment Law also provides that an Approved Enterprise is entitled to accelerated depreciation on its property and equipment that are included in an approved investment program. Grants and certain other incentives received by a company in accordance with the Investment Law remain subject to final ratification by the Israel Investment Center, such ratification being conditional upon fulfillment of all terms of the approved program. Failure to comply with all such terms may require the return of such grants and incentives (inclusive of interest as of the date of the grant). 52 NUR's existing 'Approved Enterprise' status and any new programs, if and when approved, are subject to various conditions. The tax benefits derived from NUR's 'Approved Enterprise' status are conditioned upon fulfillment of the conditions stipulated by the Investment Law, the regulations promulgated thereunder and the criteria set forth in the certificate of approval issued pursuant to the Investment Law. In the event of a failure by NUR to comply with these conditions and criteria, the grants and tax benefits could be canceled, in whole or in part, and NUR would be required to refund the amount of the canceled benefits, adjusted for inflation, interest and penalties. Management believes that NUR has operated and will continue to operate in compliance with all the 'Approved Enterprise' conditions and criteria applicable to us from the Office of Chief Scientist, the Marketing Fund and our 'Approved Enterprise' status, although there can be no assurance of this, and that the likelihood is remote that we will be required to refund grants or tax benefits that we derive from the Office of Chief Scientist, the Marketing Fund and under our 'Approved Enterprise' status. There can be no assurance that the funding and tax benefits will continue. See 'ITEM 4: Information on NUR -- Research and Development' and 'ITEM 3: Key Information -- Risk Factors -- We rely upon government grants, tax benefits, and other funding from third parties.' CAPITAL GAINS AND INCOME TAXES APPLICABLE TO NON-ISRAELI SHAREHOLDERS Under existing regulations, any capital gain realized by a shareholder with respect to the ordinary shares acquired on or after the registration of such shares will be exempt from Israeli Capital Gains Tax if the ordinary shares are listed on an approved foreign securities market (which term includes the Nasdaq in the United States) and provided that NUR continues to qualify as an Industrial Company under Israeli law, and provided the shareholder does not hold such shares for business purposes. Proposals exist to impose capital gains tax on individuals at a rate of 25% and on companies at up to 36%, subject to any applicable tax treaty. Under the U.S.-Israel tax treaty, U.S. residents may be exempt from Israeli capital gains tax, if they held under 10% of the voting stock throughout the twelve months preceding a sale or disposition of stock in an Israeli company. Upon a distribution of dividends other than bonus shares (stock dividends), income tax is generally withheld at source at the rate of 25% (or the lower rate payable with respect to Approved Enterprises, see ' -- Law for the Encouragement of Capital Investments, 1959'), unless a double taxation treaty is in effect between Israel and the shareholder's country of residence that provides for a lower tax rate in Israel on dividends. A tax treaty between the United States and Israel (the 'Treaty'), effective since January 1, 1995, provides for a maximum tax of 25% on dividends paid to a resident of the United States (as defined in the Treaty). Dividends distributed by an Israeli company and derived from the income of an approved enterprise are subject to a 15% dividend withholding tax. The Treaty further provides that a 12.5% Israeli dividend withholding tax would apply to dividends paid to a United States corporation owning 10% or more of an Israeli company's voting stock. The 12.5% rate applies only on dividends from a company that does not have an 'Approved Enterprise' in the applicable period. A non-resident of Israel who has had dividend income derived or accrued in Israel from which tax was withheld at source is currently exempt from the duty to file an annual Israeli tax return with respect to such income, provided such income was not derived from a business carried on in Israel by such non- resident and that such non-resident does not derive other non-passive income from sources in Israel. TAX BENEFITS FOR RESEARCH AND DEVELOPMENT Israeli tax law allows under certain conditions a tax deduction in the year incurred for expenditures (including non-depreciable capital expenditures) in scientific research and development projects, if the expenditures are approved by the relevant Israeli Government Ministry (determined by the field of research) and the research and development is for the promotion of the enterprise and is carried out by or on behalf of the company seeking such deduction. Expenditures not so approved are deductible over a three-year period. However, according to Israeli Supreme Court decisions, expenditures made out of the proceeds of government grants are not deductible, i.e., NUR will be able to deduct the unfunded portion of the research and development expenditures and not the gross amount. 53 U.S. TAX CONSIDERATIONS REGARDING ORDINARY SHARES The following summary describes certain of the principal United States federal income tax consequences relating to an investment in ordinary shares as of the date hereof. The summary is based on the Internal Revenue Code of 1986 (the 'Code'), and existing final, temporary and proposed Treasury Regulations, Revenue Rulings and judicial decisions, all of which are subject to prospective and retroactive changes. NUR will not seek a ruling from the Internal Revenue Service (the 'IRS') with regard to the United States federal income tax treatment relating to an investment in ordinary shares and, therefore, there can be no assurance that the IRS will agree with the conclusions set forth below. The summary does not purport to address all federal income tax consequences that may be relevant to particular investors. For example, the summary applies only to holders who hold ordinary shares as a capital asset within the meaning of Section 1221 of the Code, and does not address the tax consequences that may be relevant to investors in special tax situations (including, for example, insurance companies, tax-exempt organizations, dealers in securities or currency, banks or other financial institutions, or investors that hold ordinary shares as part of a hedge, straddle or conversion transaction). Further, it does not address the alternative minimum tax consequences of an investment in ordinary shares or the indirect consequences to holders of equity interests in investors in ordinary shares. ACCORDINGLY, PERSONS CONSIDERING THE PURCHASE OF ORDINARY SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS, AS WELL AS THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION, TO THEIR PARTICULAR SITUATIONS. For purposes of this discussion, 'Company' refers to NUR Macroprinters Ltd., and 'U.S. Holder' means a holder of ordinary shares that is a citizen or resident of the United States, a partnership or corporation created or organized in the United S tates or any State thereof (including the District of Columbia), or an estate or trust the income of which is subject to United States federal income tax on a net income basis with respect to ordinary shares. The term 'non-U.S. Holder' refers to any holder of ordinary shares other than a U.S. Holder. TAXATION OF U.S. HOLDERS Distributions on Ordinary Shares. Distributions made by NUR with respect to ordinary shares generally will constitute dividends for federal income tax purposes and will be taxable to a U.S. Holder as ordinary income to the extent of NUR's undistributed current or accumulated earnings and profits (as determined for United States federal income tax purposes). Distributions in excess of NUR's current or accumulated earnings and profits will be treated first as a nontaxable return of capital reducing the U.S. Holder's tax basis in the ordinary shares, thus increasing the amount of any gain (or reducing the amount of any loss) which might be realized by such Holder upon the sale or exchange of such ordinary shares. Any such distributions in excess of the U.S. Holder's tax basis in the ordinary shares will be treated as capital gain to the U.S. Holder and will be either long term or short term capital gain depending upon the U.S. Holder's federal income tax holding period for the ordinary shares. Dividends paid by NUR generally will not be eligible for the dividends received deduction available to certain United States corporate shareholders under Code Sections 243 and 245. The amount of any cash distribution paid in a foreign currency will equal the U.S. dollar value of the distribution, calculated by reference to the exchange rate in effect at the time the dividends are received. A U.S. Holder should not recognize any foreign currency gain or loss if such foreign currency is converted into U.S. dollars on the day received. If a U.S. Holder does not convert the foreign currency into U.S. dollars on the date of receipt, however, such Holder may recognize gain or loss upon a subsequent sale or other disposition of the foreign currency (including an exchange of the foreign currency for U.S. dollars). Such gain or loss, if any, will be ordinary income or loss for United States federal income tax purposes. Subject to certain conditions and limitations, any Israeli withholding tax imposed upon distributions which constitute dividends under United States income tax law will be eligible for credit against a U.S. Holder's federal income tax liability. Alternatively, a U.S. Holder may claim a deduction for such amount, but only for a year in which a U.S. Holder elects to do so with respect to all foreign income 54 taxes. The overall limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by NUR with respect to ordinary shares will generally constitute 'passive income.' Sale or Exchange of Ordinary Shares. A U.S. Holder of ordinary shares generally will recognize capital gain or loss upon the sale or exchange of the ordinary shares measured by the difference between the amount realized and the U.S. Holder's tax basis in the ordinary shares. Gain or loss will be computed separately for each block of shares sold (shares acquired separately at different times and prices). The deductibility of capital losses is restricted and generally may only be used to reduce capital gains to the extent thereof. However, individual taxpayers generally may deduct annually $3,000 of capital losses in excess of their capital gains. Passive Foreign Investment Company. A foreign corporation generally will be treated as a 'passive foreign investment company' ('PFIC') if, after applying certain 'look-through' rules, either (i) 75% or more of its gross income is passive income or (ii) 50% or more of the average value of its assets is attributable to assets that produce or are held to produce passive income. Passive income for this purpose generally includes dividends, interest, rents, royalties and gains from securities and commodities transactions. The look-through rules require a foreign corporation that owns at least 25%, by value, of the stock of another corporation to treat a proportionate amount of assets and income as held or received directly by the foreign corporation. NUR does not believe that it is currently a PFIC nor does it anticipate that it will be a PFIC in the future because it expects that less than 75% of its annual gross income will be passive income and less than 50% of its assets will be passive assets, based on the look-through rules, the current income and assets of NUR and its subsidiaries, and the manner in which NUR and its subsidiaries are anticipated to conduct their businesses in the future. However, there can be no assurance that NUR is not or will not be treated as a PFIC in the future. If NUR were to be treated as a PFIC, all U.S. Holders may be required, in certain circumstances, to pay an interest charge together with tax calculated at maximum rates on certain 'excess distributions,' including any gain on the sale of ordinary shares. In order to avoid this tax consequence, a U.S. Holder (i) may be permitted to make a 'qualified electing fund' election, in which case, in lieu of such treatment, such holder would be required to include in its taxable income certain undistributed amounts of NUR's income or (ii) may elect to mark-to-market the ordinary shares and recognize ordinary income (or possible ordinary loss) each year with respect to such investment and on the sale or other disposition of the ordinary shares. Neither NUR nor its advisors have the duty to or will undertake to inform U.S. Holders of changes in circumstances that would cause NUR to become a PFIC. U.S. Holders should consult their own tax advisors concerning the status of NUR as a PFIC at any point in time after the date of this Form. NUR does not currently intend to take the action necessary for a U.S. Holder to make a 'qualified electing fund' election in the event NUR is determined to be a PFIC. Foreign Personal Holding Company. A foreign corporation may be classified as a foreign personal holding company (a 'FPHC') for federal income tax purposes if both of the following tests are satisfied: (i) at any time during the taxable year five or fewer individuals who are United States citizens or residents own or are deemed to own (under certain attribution rules) more than 50% of its stock (vote or value) and (ii) at least 60% (50% for years subsequent to the year in which it becomes a FPHC) of its gross income (regardless of its source), as specifically adjusted, 'is foreign personal holding company income,' which includes dividends, interest, rents, royalties and gain from the sale of stock or securities. NUR does not believe that it is currently a FPHC nor does it anticipate that it will be a FPHC in the future; however, no assurance can be given that NUR is not or will not become a FPHC as a result of future changes of ownership or changes in the nature of the income of NUR. If NUR were to be classified as a FPHC, each U.S. Holder would be required to include in income as a taxable constructive dividend its pro rata share of NUR's undistributed foreign personal holding company income. Controlled Foreign Corporation. If more than 50% of the ordinary shares (vote or value) of NUR is owned, directly or indirectly, by U.S. Holders that own or are deemed to own under certain attribution rules 10% or more of the total combined voting power of all classes of stock of NUR ('10% Shareholder'), NUR could be treated as a 'controlled foreign corporation' (a 'CFC') under Subpart F of the Code. It is unclear how controlling blocks of stock will be valued for these purposes. Accordingly, 55 NUR may be treated as a CFC for United States federal income tax purposes even though 10% Shareholders do not own more than 50% of the outstanding ordinary shares. NUR does not believe that it is currently a CFC; however, no assurance can be given that NUR will not become a CFC as a result of future changes in its ownership. If NUR were to be treated as a CFC, each 10% Shareholder would be required to include in its taxable income as a constructive dividend its pro rata share of certain undistributed income of NUR, and all or a portion of the gain from the sale or exchange of the ordinary shares may be treated under Section 1248 of the Code as dividend income. Neither NUR nor its advisors have the duty to or will undertake to inform U.S. Holders of changes in circumstances that would cause NUR to become a CFC. U.S. Holders should consult their own tax advisors concerning the status of NUR as a CFC. TAXATION OF NON-U.S. HOLDERS Distributions on Ordinary Shares. Distributions made by NUR with respect to the ordinary shares to non-U.S. Holders who are not engaged in the conduct of a trade or business within the United States will be subject to United States federal income tax only if 25% or more of the gross income of NUR (from all sources for the three-year period ending with the close of the taxable year preceding the declaration of the distribution) was effectively connected with the conduct of a trade or business in the United States by NUR. NUR does not anticipate engaging in the conduct of a trade or business within the United States, except through its subsidiaries. However, if the 25% threshold for such period is exceeded, a portion of any distribution paid by NUR to a non-U.S. Holder could be subject to federal income tax withholding at the rate of 30%; the portion of the distribution that could be subject to withholding would correspond to the portion of NUR's gross income for the period that is effectively connected to its conduct of a trade or business within the United States. Sale or Exchange of Ordinary Shares. A non-U.S. Holder will not be subject to United States federal income tax on any gain realized upon the sale or exchange of ordinary shares if such Holder has no connection with the United States other than holding the ordinary shares and in particular (i) such gain is not effectively connected with a trade or business in the United States of the non-U.S. Holder and (ii) in the case of a non-U.S. Holder who is an individual, such non-U.S. Holder is not present in the United States for 183 days or more in the taxable year of such disposition. United States Business. A non-U.S. Holder engaged in a trade or business in the United States whose income from the ordinary shares (including gain from the sale or exchange thereof) is effectively connected with the conduct of such trade or business will generally be subject to regular United States federal income tax on such income in the same manner as if it were a U.S. Holder. In addition, if such a Holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to adjustments. BACKUP WITHHOLDING Distributions made by NUR with respect to the ordinary shares and the gross proceeds received from the disposition of the ordinary shares may be subject to certain information reporting to the IRS and to a backup withholding tax. However, backup withholding generally will not apply to payments made to certain exempt recipients (such as a corporation or financial institution) or to a Holder who furnishes a correct taxpayer identification number or provides a certificate of foreign status and provides certain other required information. If backup withholding applies, the amount withheld is not an additional tax, but is credited against such Holder's United States federal income tax liability. 56 F. DIVIDENDS AND PAYING AGENTS Not Applicable. G. STATEMENT BY EXPERTS Not Applicable. H. DOCUMENTS ON DISPLAY Any statement in this annual report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to a registration statement, the contract or document is deemed to modify the description contained in this annual report. You must review the exhibits themselves for a complete description of the contract or document. You may review a copy of our filings with the SEC, including exhibits and schedules, and obtain copies of such materials at the SEC's public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W, Washington, D.C. 20549. You may also obtain copies of such materials from the Public Reference Section of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W, Washington, D.C. 20549, at proscribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a web site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. Although we make many of our filings with the SEC electronically, as a foreign private issuer we are not obligated to do so. You may read and copy any reports, statements or other information that we file with the SEC at the addresses indicated above and you may also access them electronically at the web site set forth above. These SEC filings are also available to the public from commercial document retrieval services. I. SUBSIDIARY INFORMATION See Item 4.C. of this annual report. ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risks relating to the Company's operations result primarily from weak economic conditions in the markets in which the Company sells its products and from changes in exchange rates or in interest rates. INFLATION, DEFLATION AND FLUCTUATION OF CURRENCIES See 'ITEM 5: Operating and Financial Review and Prospects -- Impact of Inflation, Deflation and Fluctuation of Currencies.' INTEREST RATE The Company's exposure to market risk due to changes in interest rates relates primarily to the Company's long-term loans interest rate variation. As of December 31, 2001 we had a balance of $20,000 and $15,000 of long term loans carrying annual interest rates of Libor + 0.7% and Libor + 0.85%, respectively. Changes in the Libor interest rate might affect our financial expenses. In February 2002, the Company signed an amendment to the long-term loan agreements providing for the rescheduling of the repayment dates of the remaining long-term loans. According to the long-term loans rescheduling agreements the remaining long term loans at Bank Leumi carry interest rates of Libor plus 1.75% per annum on $13.0 million and Libor plus 2.25% per annum on $2.0 million. The remaining $17.5 million loan at Bank Hapoalim carries interest of Libor plus 2.0% per annum. NUR does not otherwise believe the disclosure required by Item 11 of this annual report to be material to NUR. ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not Applicable. 57 PART II ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES In February 2002, the Company signed an amendment to its long-term loan agreements with Bank Hapoalim and Bank Leumi providing for the rescheduling of the repayment dates of the remaining long-term loans. For more information see 'ITEM 10.C: -- Material Contracts.' Under the rescheduling agreements, the Company undertook, among other things, to maintain four financial ratios. As a result of the decrease in its revenues in the first quarter of 2002, the Company did not meet one of the ratios relating to the Company's earnings before income tax, depreciation and amortization and the Company's overall long-term debt to financial institutions However, the banks have agreed in writing not to act upon their contractual rights pursuant to the Company's default mentioned above, subject to the Company meeting certain financial targets as set forth in its business plan presented to the banks. ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS Not Applicable. ITEM 15: RESERVED ITEM 16: RESERVED 58 PART III ITEM 17: FINANCIAL STATEMENTS Not Applicable. ITEM 18: FINANCIAL STATEMENTS See pages F-1 to F-34. ITEM 19: EXHIBITS
NUMBER DESCRIPTION - ------ ----------- 3.1 -- Memorandum of Association of the Registrant, in Hebrew with a translation to English(1) 3.2 -- Amended and Restated Articles of Association of the Registrant(10) 3.3 -- Certificate of Name Change(2) 4.1 -- Specimen Certificate for ordinary shares(1) 4.2 -- Representative's Warrant Agreement dated October 12, 1995(1) 4.3 -- Form of Representative's Warrant Certificate(1) 4.4 -- Forms of Placement Agent's Warrant Agreement and Certificate(3) 4.5 -- Forms of Qualified Independent Underwriter's Warrant Agreement and Certificate(3) 4.6 -- Form of Warrant Agreement between the Registrant and Barak Zamir, Advocates(4) 4.7 -- Form of Share and Warrant Purchase Agreement dated January 17, 2002 between the Registrant and The Investment Corp. of United Mizrahi Bank Ltd. 4.8 -- Form of Warrant Agreement dated January 17, 2002 between the Registrant and The Investment Corp. of United Mizrahi Bank Ltd. 4.9 -- Form of Registration Rights Agreement dated January 17, 2002 between the Registrant and The Investment Corp. of United Mizrahi Bank Ltd. 4.10 -- Form of Warrant Agreement dated February 12, 2002 between the Registrant and Bank Hapoalim B.M. 4.11 -- Form of Registration Rights Agreement dated February 12, 2002 between the Registrant and Bank Hapoalim B.M. 4.12 -- Form of Warrant Agreement dated February 12, 2002 between the Registrant and Bank Leumi le-Israel Ltd. 4.13 -- Form of Registration Rights Agreement dated February 12, 2002 between the Registrant and Bank Leumi le-Israel Ltd. 10.1 -- 1995 Israel Stock Option Plan (previously referred to in Company filings as the 1995 Flexible Stock Incentive Plan or the 1995 Stock Option/Stock Purchase Plan)(1) 10.2 -- Amendment to the 1995 Israel Stock Option Plan(3) 10.3 -- 1997 Stock Option Plan(5) 10.4 -- 1998 Non-Employee Director Share Option Plan(6) 10.5 -- 2000 Stock Option Plan(11) 10.6 -- Lease Agreement for office space in Brussels, Belgium between Nivellease, S.A. and the Registrant dated November 26, 1996(3) 10.7 -- Lease Agreement for office space in Newton Centre, Massachusetts between WHTR Real Estate Limited Partnership and the Registrant dated July 10, 1998(3) 10.8 -- Distribution Agreement between Imaje S.A. and the Registrant dated June 26, 1995(1) 10.9 -- Settlement Agreements relating to Moshe Nur and his affiliated companies(3) 10.10 -- Bank Hapoalim Loan Agreements 10.11 -- Bank Hapoalim Rescheduling Loan Agreement dated February 10, 2002 10.12 -- Bank Leumi le-Israel Loan Agreements 10.13 -- Bank Leumi le-Israel Rescheduling Loan Agreement dated February 11, 2002
59
NUMBER DESCRIPTION - ------ ----------- 10.14 -- Form of confidentiality agreement(3) 10.15 -- The Founders Agreement dated September 30, 1999 among Gera Eiron, Ogen Dialogix Ltd. and the Registrant(10) 10.16 -- Assembly Agreement dated October 4, 1999 between NUR Pro Engineering and the Registrant(10) 10.17 -- Lod Lease Agreement between A. Barzilai Investments and Assets Ltd. and Kamim Investments and Assets Ltd. and the Registrant(10) 10.18 -- Asset Purchase Agreement dated May 17, 2000 by and among Salsa Digital, Ltd., Signtech Japan, Ltd., Salsa Digital DO Brasil, Ltda., Salsa Digital (Guangzhou) Ltd., Salsa Dubai Corp., Salsa Technology Pte Ltd., as sellers, and NUR Macroprinters Ltd., Salsa Digital Printing Ltd. and Nur Hungary Trading and Software Licensing Limited Liability Company, as puchasers(8) 10.19 -- Amendment No. 1 to Asset Purchase Agreement dated as of June 30, 2000(9) 10.20 -- Master Remarketing Agreement dated July 20, 2001 by and between NUR America and CVF Vendor Finance, Inc. 10.21 -- Lease Agreement dated July 1, 2001 by and between RAM Global, Ltd. and Salsa Digital Printers 21.1 -- List of Subsidiaries of the Registrant 23.1 -- Consent of Kost Forer & Gabbay (S-8) 23.2 -- Consent of Kost Forer & Gabbay (F-3)
- --------- (1) Previously filed with NUR's F-1 (File No. 33-93160) and incorporated by reference herein. (2) Previously filed with NUR's Form 6-K dated January 7, 1998 and incorporated by reference herein. (3) Previously filed with NUR's Form F-1 (File No. 333-66103) and incorporated by reference herein. (4) Previously filed with NUR's Form 20-F for the year ended December 31, 1999 and incorporated by reference herein. (5) Previously filed with NUR's Form 20-F for the year ended December 31, 1997 and incorporated by reference herein. (6) Previously filed with NUR's Form 6-K dated November 13, 1998 and incorporated by reference herein. (7) Filed in summary form. Original filed in paper format pursuant to Form SE. (8) Previously filed with NUR's Form 6-K/A dated May 22, 2000 and incorporated by reference herein. (9) Previously filed with NUR's Form 6-K/A dated July 7, 2000 and incorporated by reference herein. (10) Previously filed with NUR's Form 20-F for the year ended December 31, 2000 and incorporated by reference herein. (11) Previously field with NUR's Schedule TO-I (File No. 5-56015) on May 16, 2002 and incorporated by reference herein. FINANCIAL STATEMENT SCHEDULES Other than as set forth below, all schedules have been omitted as the required information is either not applicable or presented in the financial statements or notes thereto. 60 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. NUR MACROPRINTERS LTD. By: /s/ EREZ SHACHAR ................................. EREZ SHACHAR PRESIDENT AND CHIEF EXECUTIVE OFFICER Dated: June 21, 2002 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 IN U.S. DOLLARS INDEX
PAGE ---- Report of Independent Auditors.............................. F-2 Consolidated Balance Sheets................................. F-3 - F-4 Consolidated Statements of Operations....................... F-5 Statements of Changes in Shareholders' Equity............... F-6 Consolidated Statements of Cash Flows....................... F-7 - F-9 Notes to Consolidated Financial Statements.................. F-10 - F-34
[Ernst & Young Logo] KOST FORER & GABBAY Phone: 972-3-6232525 3 Aminadav St. Fax: 972-3-5622555 Tel-Aviv 67067, Israel
REPORT OF INDEPENDENT AUDITORS To the Shareholders of NUR MACROPRINTERS LTD. We have audited the accompanying consolidated balance sheets of NUR Macroprinters Ltd. ('the Company') and its subsidiaries as of December 31, 2000 and 2001 and the related consolidated statements of operations, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2000 and 2001 and the consolidated results of their operations and cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. KOST FORER & GABBAY A Member of Ernst & Young International Tel-Aviv, Israel February 14, 2002 F-2 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. DOLLARS IN THOUSANDS
DECEMBER 31, ------------------- 2000 2001 ---- ---- ASSETS Current Assets: Cash and cash equivalents............................... $ 19,219 $ 12,486 Trade receivables (net of allowance for doubtful accounts of $4,593 and $3,922 as of December 31, 2000 and 2001, respectively)............................... 43,126 36,670 Other accounts receivable and prepaid expenses (Note 3).............................................. 6,336 5,151 Inventories (Note 4).................................... 23,547 24,998 -------- -------- Total current assets................................ 92,228 79,305 -------- -------- Long-Term Investments: Long-term trade receivables (Note 5).................... 2,387 2,266 Investments in affiliates (Note 6a)..................... 342 592 Restricted long-term bank deposits (Note 7)............. 262 135 Related parties (Note 14a).............................. 618 -- Severance pay fund...................................... 696 751 Long-term prepaid expenses.............................. 208 184 -------- -------- Total long-term investments......................... 4,513 3,928 -------- -------- Property, plant and equipment, net (Note 8)................. 7,046 12,578 -------- -------- Other assets, net (Note 9).................................. 15,994 13,739 -------- -------- Deferred income taxes (Note 16f)............................ 225 1,546 -------- -------- Total assets........................................ $120,006 $111,096 -------- -------- -------- --------
F-3 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS
DECEMBER 31, ------------------- 2000 2001 ---- ---- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Short-term bank credit and short-term loans (Note 10)... $ 667 $ 5,061 Current maturities of long-term loans (Note 12)......... 864 2,057 Trade payables.......................................... 17,657 18,683 Trade payables to related parties (Note 14b)............ 2,565 983 Other accounts payable and accrued expenses (Note 11)... 13,290 10,045 Customer advances....................................... 1,999 542 -------- -------- Total current liabilities....................... 37,042 37,371 -------- -------- Long-Term Liabilities: Long-term loans, net of current maturities (Note 12).... 33,847 31,720 Excess of losses over investment in an affiliate (Note 6b)................................................... 212 -- Accrued severance pay................................... 980 1,008 -------- -------- Total long-term liabilities..................... 35,039 32,728 -------- -------- COMMITMENTS AND CONTINGENT LIABILITIES (NOTE 13) Shareholders' Equity (Note 15): Share capital Ordinary shares of NIS 1 par value: Authorized: 50,000,000 shares as of December 31, 2000 and 2001; Issued and outstanding: 14,525,918 and 14,751,753 shares as of December 31, 2000 and 2001, respectively...................................... 3,618 3,674 Additional paid-in capital.......................... 39,057 39,493 Accumulated other comprehensive loss................ (578) (782) Retained earnings (accumulated deficit)............. 5,828 (1,388) -------- -------- Total shareholders' equity...................... 47,925 40,997 -------- -------- Total liabilities and shareholders' equity...... $120,006 $111,096 -------- -------- -------- --------
The accompanying notes are an integral part of the consolidated financial statements. F-4 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS U.S. DOLLARS IN THOUSANDS (EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31, ----------------------------- 1999 2000 2001 ---- ---- ---- Revenues (Note 17): Sales of printers and related products.................. $58,259 $121,924 $120,377 Sales of printed materials.............................. 2,460 -- -- ------- -------- -------- Total revenues...................................... 60,719 121,924 120,377 ------- -------- -------- Cost of revenues: Cost of sales of printers and related products(a)....... 30,440 64,107 71,928 Cost of sales of printed materials...................... 1,344 -- -- Inventory write-off..................................... -- -- 3,989 ------- -------- -------- Total cost of revenues.............................. 31,784 64,107 75,917 ------- -------- -------- Gross profit................................................ 28,935 57,817 44,460 ------- -------- -------- Operating expenses: Research and development, net (Note 18a)................ 4,809 14,626 10,234 Selling and marketing, net (Note 18b)................... 9,485 17,385 18,665 General and administrative.............................. 6,275 12,765 13,321 Amortization of goodwill and other intangible assets.... -- 1,452 2,904 Restructuring charges (Note 1f)......................... -- -- 3,237 ------- -------- -------- Total operating expenses............................ 20,569 46,228 48,361 ------- -------- -------- Operating income (loss)..................................... 8,366 11,589 (3,901) Financial expenses, net (Note 18c).......................... (616) (1,423) (3,336) Other income (expenses), net................................ 176 25 (324) ------- -------- -------- Income (loss) before taxes on income (tax benefit).......... 7,926 10,191 (7,561) Taxes on income (tax benefit) (Note 16)..................... 798 1,244 (191) ------- -------- -------- Income (loss) before equity in earnings (losses) of affiliates and minority interest in earnings of a subsidiary................................................ 7,128 8,947 (7,370) Equity in earnings (losses) of affiliates, net.............. 75 (454) 154 Minority interest in earnings of a subsidiary............... (28) -- -- ------- -------- -------- Net income (loss)........................................... $ 7,175 $ 8,493 $ (7,216) ------- -------- -------- ------- -------- -------- Basic net earnings (loss) per share (Note 18d).............. $ 0.64 $ 0.65 $ (0.49) ------- -------- -------- ------- -------- -------- Diluted net earnings (loss) per share (Note 18d)............ $ 0.56 $ 0.57 $ (0.49) ------- -------- -------- ------- -------- --------
(a) Cost of sales includes purchases from related parties for the years ended December 31, 1999, 2000 and 2001 in the amounts of $1,494 and $16,378 and $13,819, respectively. The accompanying notes are an integral part of the consolidated financial statements. F-5 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)
ACCUMULATED NUMBER OF OTHER RETAINED TOTAL ORDINARY ADDITIONAL COMPREHENSIVE EARNINGS COMPREHENSIVE TOTAL SHARES SHARE PAID-IN INCOME (ACCUMULATED INCOME SHAREHOLDERS' OUTSTANDING CAPITAL CAPITAL (LOSS) DEFICIT) (LOSS) EQUITY ----------- ------- ------- ------ -------- ------ ------ Balance as of January 1, 1999........................ 10,880,000 $2,729 $14,376 $ 165 $(9,840) $ 7,430 Comprehensive income: Net income................ -- -- -- -- 7,175 $ 7,175 7,175 Other comprehensive loss: Foreign currency translation adjustments......... -- -- -- (279) -- (279) (279) ------- Total comprehensive income.................. -- -- -- -- -- $ 6,896 -- ------- ------- Issuance of shares, net....... 600,000 141 2,764 -- -- 2,905 Exercise of options........... 294,573 70 395 -- -- 465 Amortization of deferred stock compensation................ -- -- 167 -- -- 167 ---------- ------ ------- ----- ------- ------- Balance as of December 31, 1999........................ 11,774,573 2,940 17,702 (114) (2,665) 17,863 Comprehensive income: Net income................ -- -- -- -- 8,493 $ 8,493 8,493 Other comprehensive loss: Foreign currency translation adjustments......... -- -- -- (464) -- (464) (464) ------- Total comprehensive income.................. -- -- -- -- -- $ 8,029 -- ------- ------- Issuance of shares related to the acquisition of Salsa Group, net (Note 1b)........ 666,667 164 9,274 -- -- 9,438 Issuance of shares related to a private placement, net.... 748,223 186 9,255 -- -- 9,441 Exercise of warrants, net..... 597,487 147 1,694 -- -- 1,841 Exercise of options........... 738,968 181 1,080 -- -- 1,261 Amortization of deferred stock compensation................ -- -- 52 -- -- 52 ---------- ------ ------- ----- ------- ------- Balance as of December 31, 2000........................ 14,525,918 3,618 39,057 (578) 5,828 47,925 Comprehensive loss: Net loss.................. -- -- -- -- (7,216) $(7,216) (7,216) Other comprehensive loss: Foreign currency translation adjustments......... -- -- -- (204) -- (204) (204) ------- Total comprehensive loss.................... -- -- -- -- -- $(7,420) -- ------- ------- Exercise of options, net...... 225,835 56 436 -- -- 492 ---------- ------ ------- ----- ------- ------- Balance as of December 31, 2001........................ 14,751,753 $3,674 $39,493 $(782) $(1,388) $40,997 ---------- ------ ------- ----- ------- ------- ---------- ------ ------- ----- ------- -------
The accompanying notes are an integral part of the consolidated financial statements. F-6 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. DOLLARS IN THOUSANDS
YEAR ENDED DECEMBER 31, ---------------------------- 1999 2000 2001 ---- ---- ---- Cash flows from operating activities: Net income (loss)......................................... $ 7,175 $ 8,493 $(7,216) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Minority interest in earnings of a subsidiary......... 28 -- -- Depreciation and amortization......................... 932 3,156 5,333 Write-off of property and equipment................... -- -- 636 Loss (gain) on sale of property and equipment......... (44) (25) 190 Gain on realization of a subsidiary................... (132) -- -- Loss (gain) on trading marketable securities.......... (67) -- -- Deferred income taxes, net............................ (867) 26 (663) Amortization of deferred stock compensation........... 167 52 -- Accrued severance pay, net............................ 51 138 (27) Equity in losses (earnings) of affiliates, net........ (75) 719 (154) In process research and development write-off......... -- 4,300 -- Trading marketable securities, net.................... 130 -- -- Decrease (increase) in trade receivables.............. (3,645) (25,683) 7,043 Decrease (increase) in other accounts receivable and prepaid expenses.................................... (337) (2,519) 658 Increase in inventories............................... (6,664) (9,409) (1,261) Decrease (increase) in long-term trade receivables.... -- (2,387) 168 Decrease (increase) in long-term related parties' accounts............................................ -- (618) 618 Decrease (increase) in long-term prepaid expenses..... 59 (155) 24 Increase in trade payables............................ 2,650 7,216 257 Increase (decrease) in trade payables from related parties............................................. -- 2,565 (1,576) Increase (decrease) in other accounts payable and accrued expenses.................................... 3,093 4,722 (3,147) Increase (decrease) in customer advances.............. 1,522 (829) (1,452) ------- -------- ------- Net cash provided by (used in) operating activities... 3,976 (10,238) (569) ------- -------- -------
F-7 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS
YEAR ENDED DECEMBER 31, ---------------------------- 1999 2000 2001 ---- ---- ---- Cash flows from investing activities: Investment in restricted long-term bank deposit......... (30) -- -- Proceeds from restricted long-term bank deposit......... -- 105 127 Purchase of property and equipment...................... (1,498) (3,227) (9,043) Proceeds from sale of property and equipment............ 188 14 686 Purchase of other assets................................ (11) -- -- Investments in affiliates............................... (774) -- -- Payment for the acquisition of Salsa Group(1)........... -- (18,674) -- Proceeds from sale of investment in a subsidiary net of cash in the subsidiary at the time it ceased being consolidated(2)....................................... 702 -- -- Proceeds from acquisition of consolidated subsidiary, net(3)................................................ -- -- 110 ------- -------- ------- Net cash used in investing activities................... (1,423) (21,782) (8,120) ------- -------- ------- Cash flows from financing activities: Proceeds from issuance of shares, net................... 2,905 8,879 -- Proceeds from exercise of options and warrants, net..... 465 3,102 492 Short-term bank credit and short-term loans, net........ (229) (2,076) 4,323 Proceeds from long-term loans........................... 2,000 35,646 -- Principal payment of long-term loans.................... (692) (3,417) (2,322) ------- -------- ------- Net cash provided by financing activities............... 4,449 42,134 2,493 ------- -------- ------- Effect of exchange rate changes on cash and cash equivalents............................................... (139) (85) (537) ------- -------- ------- Increase (decrease) in cash and cash equivalents............ 6,863 10,029 (6,733) Cash and cash equivalents at the beginning of the year...... 2,327 9,190 19,219 ------- -------- ------- Cash and cash equivalents at the end of the year............ $ 9,190 $ 19,219 $12,486 ------- -------- ------- ------- -------- -------
The accompanying notes are an integral part of the consolidated financial statements. F-8 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS
YEAR ENDED DECEMBER 31, ---------------------------- 1999 2000 2001 ---- ---- ---- (1) Payment for the acquisition of Salsa Group: Fair value of assets acquired and liabilities assumed at the date of acquisition was as follows Working capital (excluding cash and cash equivalents)...................................... $ -- $ 4,666 $ -- Property and equipment.............................. -- 2,216 -- Long-term prepaid expenses.......................... -- 53 -- Technology.......................................... -- 9,672 -- Assembled work-force................................ -- 1,478 -- Customer list....................................... -- 3,094 -- Goodwill............................................ -- 3,195 -- In-process research and development................. -- 4,300 -- ------- -------- ------- -- 28,674 -- Less -- amount acquired by issuance of shares... -- (10,000) -- ------- -------- ------- $ -- $ 18,674 $ -- ------- -------- ------- ------- -------- ------- (2) Proceeds from sale of investment in a subsidiary net of cash in the subsidiary at the time it ceased being consolidated: Working capital (excluding cash and cash equivalents)...................................... $ (499) $ -- $ -- Property and equipment.............................. (168) -- -- Minority interest................................... 97 -- -- Gain on realization of a subsidiary................. (132) -- -- ------- -------- ------- $ (702) $ -- $ -- ------- -------- ------- ------- -------- ------- (3) Proceeds from acquisition of consolidated subsidiary: Estimated fair value of assets acquired and liabilities assumed at the date of acquisition was as follows: Working capital, net (excluding cash and cash equivalents)...................................... $ -- $ -- $ (554) Long-term trade receivables......................... -- -- 42 Property and equipment.............................. -- -- 862 Technology.......................................... -- -- 700 Long-term loans..................................... -- -- (1,468) Excess of losses over investment in an affiliate.... -- -- 308 ------- -------- ------- $ -- $ -- $ (110) ------- -------- ------- ------- -------- ------- (4) Supplemental disclosure of cash flows activities: Cash paid during the year for: Interest............................................ $ 333 $ 585 $ 2,628 ------- -------- ------- ------- -------- ------- Income taxes........................................ $ -- $ 423 $ 945 ------- -------- ------- ------- -------- ------- Non-cash investing activities: Purchase of property and equipment.................. $ -- $ 483 $ -- ------- -------- ------- ------- -------- ------- Assignment from property and equipment to inventory......................................... $ 666 $ -- $ -- ------- -------- ------- ------- -------- -------
The accompanying notes are an integral part of the consolidated financial statements. F-9 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. DOLLARS IN THOUSANDS NOTE 1 -- GENERAL a. NUR Macroprinters Ltd. ('the Company') is an Israeli Corporation. The Company develops, manufactures, sells and provides services of digital printing systems for on-demand, short-run, wide format and super-wide format printing as well as related consumable products. The principal markets of the Company and its subsidiaries are located in Europe, the Americas and Asia. The Company operates through wholly-owned subsidiaries for sales, support services and marketing of the Company's products in their country or region of domicile. Such entities include NUR Europe S.A. ('NUR Europe') in Belgium, NUR America Inc. ('NUR America') in the U.S., NUR Asia Pacific Ltd. ('NUR Asia Pacific') in Hong Kong and NUR Macroprinters (Shanghai) Co. Ltd. ('NUR Shanghai') in the People's Republic of China. NUR Media Solutions S.A. ('NUR Media Solutions'), a wholly-owned subsidiary, is engaged in developing and marketing consumables for the Company's printers. In October 1999, the Company entered into a joint venture with a third party -- NUR Pro Engineering Ltd., for the assembly of the Company's printers, in which the Company has 50% holdings (see Note 6a). Under the establishment agreements, the Company has the option to purchase the other 50% of NUR Pro Engineering or to sell its 50%, if certain conditions as described in the agreements, are met. In December 1999, the Company established Stillachem S.A. ('Stillachem'), a joint venture with a third party of which the Company owns 50.1%. Stillachem is engaged in development and manufacture of special inks for digital printing systems. During the second quarter of 2001 the company acquired the remaining 49.9% of the shares of Stillachem (See also Note 6b). The transaction was accounted for by the purchase method of accounting. Pro forma information in accordance with APB-16 has not been provided since the revenues for 2000 and 2001, were not material in relation to total consolidated revenues. The operations of Stillachem are included in the consolidated statements from the second quarter of 2001. In connection with the acquisition, the Company recorded an amount of $700 as technology to be amortized over a period of 5 years. In December 1997, the Company, through NUR Media Solutions, purchased 84% of the shares of M. NUR Marketing & Communication GmbH ('NUR Germany'). During the third quarter of 1999, the Company sold its shares in NUR Germany and recorded $132 as a capital gain. In July 2000, the Company established a wholly-owned subsidiary named Salsa Digital Printers Ltd. ('Salsa Digital Printers') in San Antonio, Texas, as part of the Salsa Group acquisition (See Note 1b). In addition, the Company established a wholly-owned subsidiary in Hungary named NUR Hungary Trading and Software Licensing LLC. ('HOC'). As part of the Salsa Group acquisition, the Company acquired the shares of Signtech Japan, Ltd. ('Signtech Japan'), a wholly-owned subsidiary in Japan. In November 2000, the Company established a wholly-owned subsidiary in Brazil named NUR Do Brazil ('NUR Brazil'). Both companies are engaged in the marketing of the Company's products as well as in providing support services in their countries of domicile. b. Acquisition of Salsa Group: On May 17, 2000, the Company entered into an acquisition agreement with a U.S. partnership, Salsa Ltd., and its wholly-owned subsidiaries ('Salsa Group'). According to the agreement, the Company and its subsidiaries acquired as of July 3, 2000, all the assets and assumed certain liabilities of the Salsa Group and all of the outstanding shares of Signtech Japan in consideration of $20,000 in cash and $10,000 through the issuance of 666,667 Ordinary shares of the Company. In addition, the Company F-10 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS incurred other costs directly related to the acquisition amounted to approximately $400. The total acquisition cost amounted to $30,400. Salsa Group was engaged in the development, manufacturing and selling of digital printing systems for on-demand, short-run, wide format and super wide format printing, and also in selling of related consumable products. The operations generated by the acquired net assets of Salsa Group are included in the consolidated statements commencing the third quarter of 2000. The acquisition was accounted for by the purchase method of accounting. Accordingly, the purchase price has been allocated according to the fair value of the assets acquired and liabilities assumed and resulted in the recording of goodwill of approximately $3,195, which is being amortized on a straight-line basis over a 10-year period (See Note 2w). In connection with the above-mentioned acquisition, the Company recorded in the third quarter of 2000, a one-time research and development expense of $4,300 to write-off the in-process research and development acquired from Salsa Group, for which technological feasibility has not yet been established and for which no alternative future use exists. Other intangible assets acquired had an estimated fair value of $14,244 as shown in Note 9. The following is a summary of the fair value of the assets acquired: Working capital, net........................................ $ 6,392 Property and equipment...................................... 2,216 Long-term prepaid expenses.................................. 53 Goodwill and other intangible assets (See Note 9)........... 17,439 In-process research and development......................... 4,300 ------- $30,400 ------- -------
The following represents the unaudited pro-forma results of operations for the years ended December 31, 1999 and 2000, assuming that the Salsa Group acquisition had been consummated as of January 1, 1999 and January 1, 2000, respectively:
YEAR ENDED DECEMBER 31, ------------------ 1999 2000 ---- ---- UNAUDITED Revenues................................................. $93,789 $139,422 ------- -------- ------- -------- Net income............................................... $ 3,927 $ 12,620 ------- -------- ------- -------- Basic net earnings per share............................. $ 0.33 $ 0.94 ------- -------- ------- -------- Diluted net earnings per share........................... $ 0.29 $ 0.83 ------- -------- ------- --------
c. Acquisition of technology: In December 1997, the Company signed an agreement with Meital Electronic Technologies Ltd. ('Meital'), which was engaged in research and development in fields related to the Company's activity. In September 1998, the Company acquired from Meital all rights (including all related assets) to Meital's piezo drop on demand inkjet technologies for application in wide format digital printers for approximately $3,000, consisting of an up-front payment, the assumption of certain liabilities including those that relate to the legal dispute between Idanit Technologies Ltd. ('Idanit') and Meital and future royalties to be paid upon success of such technology (not exceeding $1,300). During 2000, the Company has reached the maximum royalties liability which was fully paid during 2000 and 2001. F-11 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS d. The Company purchases some of the ink and all of the ink-jet printerheads used in its printers from a single supplier for each series of printers. The Company's customers rely on the ink and ink-jet printerheads to operate their printers. Because the Company's business depends on these items for sale and maintenance of its printers, a failure in supplying or a change in credit terms could have a material adverse effect on the Company's results of operations and financial position. e. The Company employs a limited number of unaffiliated subcontractors to manufacture components for its printers. The Company currently employs one 50% owned affiliated sub-contractor to assemble some of its printers. Because the Company relies on a limited number of subcontractors, if the Company fails to maintain its relationships with its subcontractors or fails to develop alternative sources for its printer components, it could have a material adverse effect on the Company's results of operations and financial position. f. Restructuring charges: During the first and fourth quarter of 2001, the Company decided to perform a series of strategic initiatives intending to further reduce costs and increase efficiency. As a result, approximately 60 positions were eliminated in the Company. In addition, during the first quarter of the year the Company wrote-off $3,989 of its inventories. The restructuring charges consisted of the following: a) Consolidating the operations of NUR America and Salsa Digital Printers into one facility in San Antonio. b) Consolidating the ink manufacturing of Stillachem into the facility of Salsa Digital Printers in San Antonio. c) Consolidating the Salsa Digital Printers R&D operations in Israel and the U.S. into the Company's facility in Lod, Israel. The components and the classification of the restructuring charges and the write-offs associated with the restructuring charges for the year ended 2001 are as follows:
DECEMBER 31, 2001 ---- Restructuring charges: Employee termination and severance costs................ $1,881 Write-off of property and equipment..................... 636 Other exit costs........................................ 720 ------ $3,237 ------ ------
In connection with SFAS No. 121, 'Accounting for the impairment of Long Lived Assets and for Long lived assets to be Disposed of' and Emerging Issues Task Force ('EITF') Issue 94-3 'Liability Recognition for certain Employee Termination Benefits and Other Costs to Exit an Activity' (including certain costs in Restructuring), and Staff Accounting Bulletin No. 100, 'Restructuring and Impairment Charges' the Company recorded during 2001 restructuring charges of $3,237. NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ('US GAAP'). F-12 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS a. Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and ccompanying notes. Actual results could differ from those estimates. b. Financial statements in U.S. dollars: The accompanying consolidated financial statements have been prepared in U.S dollars ('dollars'). The dollar is the currency of the primary economic environment in which the operations of the Company, NUR America, Salsa Digital Printers, HOC and NUR Pro Engineering are conducted. The majority of sales is made in dollars and the majority of purchases of materials and components is invoiced and paid in dollars. In addition, a substantial portion of costs is incurred in dollars or paid in dollars. Accordingly, the Company's management believes that the dollar is the primary currency of the economic environment in which the Company and the above-mentioned entities operate. Thus, the functional and reporting currency of the Company and these subsidiaries is the dollar. Accordingly, transactions and balances denominated in dollars are presented at their original amounts. Monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Statement of Financial Accounting Standard Board (No. 52), 'Foreign Currency Translation' ('SFAS No. 52'). All transaction gains and losses of the remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate. The financial statements of all other subsidiaries and an affiliate, whose functional currency is not the U.S dollar, have been translated into dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate for the period. The resulting translation adjustments are reported as a component of accumulated other comprehensive loss in shareholders' equity. c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances including profit from intercompany sales not yet realized outside the group, have been eliminated upon consolidation. d. Cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less. e. Marketable securities: The Company accounts for investments in debt and equity securities (other than those accounted for under the equity method of accounting) in accordance with FASB Statement No. 115, 'Accounting for Certain Investments in Debt and Equity Securities'. Management determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Management has classified all of its marketable securities as trading securities. These securities are carried at their fair value based upon the quoted market price of those investments. Net realized gains on these securities are included in the statement of operations, as financial income. f. Inventories: Inventories are stated at the lower of cost or market value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence (See note 1f). Cost is determined as follows: F-13 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS Raw materials -- by the 'first-in, first-out' method; Work-in-progress and finished products -- on the basis of direct manufacturing costs with the addition of allocable indirect manufacturing costs. g. Long-term trade receivables: Long-term receivables from extended payment agreements are recorded at estimated present values determined based on current rates of interest and reported at the net amounts in the accompanying financial statements. Imputed interest is recognized, using the effective interest method as a component of interest income in the accompanying statements. h. Investments in affiliates: The investment in NUR Pro Engineering, over which the Company can exercise significant influence, is presented using the equity method of accounting. In prior years, the balance also included Stillachem, a joint venture fully acquired during 2001. The Company generally discontinues applying the equity method when its investment (including advances and loans) is reduced to zero and it has not guaranteed obligations of the affiliate or otherwise committed to provide further financial support to the affiliate. Where the Company's share of an affiliate's losses is greater than the investment in such an affiliate and in which the Company has guaranteed obligations of the affiliate, the excess amount is presented as a liability. Management periodically reviews the carrying value of the investments. If this review indicates that the cost is not recoverable, the carrying value is reduced to its estimated fair value. As of December 31, 2001, no impairment losses have been identified. i. Property, plant and equipment: Property and equipment are stated at cost, net of grants received and accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows:
% ------- Machinery and equipment.......................... 10 - 33 Motor vehicles................................... 15 Office furniture and equipment................... 6 - 10 Building......................................... 3 Leasehold improvements........................... Over the term of the lease
Statement No. 121, 'Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of' ('SFAS No. 121') requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets is less than the carrying amount of such assets. The Company and its subsidiaries periodically assess the recoverability of the carrying amount of property and equipment and provide for any possible impairment loss based upon the difference between the carrying amount and fair value of such assets. As of December 31, 2001, no impairment losses have been identified. F-14 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS j. Other assets: Other assets are stated at amortized cost. Amortization is calculated using the straight-line method over the estimated useful lives, which are as follows:
ESTIMATED USEFUL LIFE ----------- (IN YEARS) Technology............................................... 5 Assembled work-force..................................... 7 Customer list............................................ 7 Goodwill................................................. 10 Distribution rights...................................... 5 Patent rights............................................ 10
The carrying value of intangible assets is periodically reviewed by management, based on the expected future undiscounted operating cash flows over the remaining amortization period. If this review indicates that the intangible assets will not be recoverable, the carrying value of the intangible assets is reduced to estimated fair value. Based on its most recent analysis, management believes that no impairment of other assets exists as of December 31, 2001 (See note 2w). k. Severance pay: The Company's liability for severance pay is calculated pursuant to Israeli severance pay law based on the most recent salary of the employees multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month's salary for each year of employment, or a portion thereof. The Company's liability for all of employees, is fully provided by monthly deposits with severance pay funds, insurance policies and by an accrual. The value of these policies is recorded as an asset in the Company's consolidated balance sheet. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israeli severance pay law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these policies, and includes immaterial profits. Severance expenses for the years ended December 31, 1999, 2000 and 2001 amounted to approximately $440, $306 and $1,426, respectively. l. Income taxes: The Company and its subsidiaries account for income taxes in accordance with Statement of Financial Accounting Standards No. 109, 'Accounting for Income Taxes' ('SFAS No. 109'). This statement prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. m. Basic and diluted net earnings (loss) per share: Basic net earnings (loss) per share is computed based on the weighted average number of Ordinary shares outstanding during each year. Diluted net earnings (loss) per share is computed based on the weighted average number of Ordinary shares outstanding during the period, plus dilutive potential Ordinary shares considered outstanding during the year, in accordance with Statement of Financial Accounting Standard No. 128, 'Earnings Per Share' ('SFAS No. 128'). Outstanding stock options and warrants have been excluded from the calculation of the diluted net earnings (loss) per Ordinary share when such securities are anti-dilutive for all periods presented. The total weighted average number of shares related to the outstanding options and warrants excluded from F-15 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS the calculations of diluted net earnings (loss) per share was 967,766, 310,200 and 931,736 for the years ended December 31, 1999, 2000 and 2001, respectively. n. Accounting for stock-based compensation: The Company has elected to follow Accounting Principles Board Opinion No. 25 'Accounting for Stock Issued to Employees' ('APB 25') and FASB Interpretation No. 44 'Accounting for Certain Transactions Involving Stock Compensation' ('FIN 44') in accounting for its employee stock option plans. Under APB 25, when the exercise price of the Company's stock options is less than the market price of the underlying shares on the date of grant, compensation expense is recognized. The pro-forma disclosures required by Statement of Financial Accounting Standard No. 123 'Accounting for Stock-Based Compensation' ('SFAS No. 123'), are provided in Note 15e. The Company applies SFAS No. 123 and EITF 96-18 'Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services' ('EITF 96-18') with respect to options issued to non-employees. SFAS No. 123 requires use of an option valuation model to measure the fair value of the options at the grant date. o. Revenue recognition: Revenues from sales of products are recognized in accordance with Staff Accounting Bulletin No. 101 'Revenue Recognition in Financial Statements' ('SAB. No 101') upon delivery provided that the collection of resulting receivable is probable, there is a persuasive evidence of an arrangement, no significant obligations in respect of installation remain and the price is fixed or determinable. The Company does not grant right of return. On occasion, customers request delayed shipment, usually due to scheduling of systems integration and/or lack of storage space at the customers' facilities during the implementation. In such bill and hold transactions, the Company recognizes revenue when the criteria of Staff Accounting Bulletin No. 101 are satisfied. Revenues from service contracts are recognized ratably over the term of the agreements. Revenues from trade-in transactions of the Company's printers are recorded at fair value as a discount from revenues in accordance with APB 29 'Accounting for Non-monetary Transactions' and EITF 86-29 'Non-monetary Transactions: Magnitude of Boot and the Exceptions to the Use of Fair Value', when the cash consideration involved with such transactions is material. Deferred revenue includes amounts received from customers for which revenue has not yet been recognized. p. Warranty costs: The Company provides a warranty of up to six months, at no extra charge. A provision is recorded for probable costs in connection with warranties, based on the Company's experience (in respect of most of these costs the Company has warranties from its suppliers). Warranty costs for the years ended December 31, 1999, 2000 and 2001 were $1,099, $1,738 and $2,401, respectively. q. Research and development costs: Research and development costs net of grants for funding approved research and development projects are charged to expenses as incurred. r. Royalty-bearing grants: Royalty-bearing grants from the Government of Israel and from the government of Belgium for funding approved research and development projects and for funding marketing activities are recognized at the time the Company is entitled to such grants, on the basis of the related costs incurred F-16 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS and included as a deduction of research and development, and selling and marketing expenses, respectively. s. Non-royalty-bearing grants: The Company is also entitled to non-royalty-bearing grants for its participation in the 'MAGNET' project financed by the Government of Israel. These grants are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and are recorded as a deduction of research and development expenses. t. Advertising costs: The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 1999, 2000 and 2001 were $602, $662 and $554, respectively. u. Concentrations of credit risk: Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents, trade receivables, long-term trade receivables, restricted long-term bank deposits and long-term loans to an affiliate. Cash and cash equivalents consist primarily of U.S. dollar, New Israeli Shekel ('NIS') and Euro amounts deposited in banks. Cash and cash equivalents and restricted bank deposits are invested in major banks primarily in Israel, the United States, Asia and Belgium. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound, and, accordingly, minimal credit risk exists with respect to these investments. The trade receivables and the long-term trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in America, Asia and Europe. Management believes that credit risks are moderated by the diversity of its end-customers and geographic sales areas. The Company performs ongoing credit evaluations of its customers' financial condition. An allowance for doubtful accounts is determined with respect to those amounts that the Company has determined to be doubtful of collection. In addition, starting September 1, 2001 the Company insures some of its trade receivables. On occasion, the Company engages in the sale with recourse of trade receivables with established commercial banking institutions. As of December 31, 2001, a total amount of $10,186 were sold to the banks. As for loans to an affiliate, the Company performs ongoing evaluations of the balances and, to date, considers the credit risk to be low. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. v. Fair value of financial instruments: The following methods and assumptions were used by the Company and its subsidiaries in estimating their fair value disclosures for financial instruments: The carrying amounts of cash and cash equivalents, trade receivables, other accounts receivable, short-term bank credit, short-term loans, trade payables and other accounts payable approximate their fair value, due to the short term maturity of such instruments. The carrying amounts of the Company's long-term trade receivables, long-term loans to an affiliate and restricted long-term bank deposits, approximate their fair value. The fair value was estimated using discounted cash flow analyses, based on the Company's incremental investment rates for similar type of investment arrangements. F-17 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS The carrying amount of the Company's long-term loans approximates their fair value. The fair value was estimated using discounted cash flow analyses, based on the Company's incremental borrowing rates for similar type of borrowing arrangements. The fair value of foreign currency transactions (used for hedging purposes) made during 1999 and 2000 was estimated by obtaining quotes from investment bankers. w. Impact of recently issued accounting standards: In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, 'Business Combinations', and No. 142, 'Goodwill and Other Intangible Assets', effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company will apply the new rule beginning in the first quarter of 2002. Application of the non-amortization provisions of the Statement is expected to result in an increase in income before taxes on income of approximately $972 ($0.07 per share) per year. The Company will reclassify an assembled workforce and a customer list intangible assets with an amortized balance of $3,591 to goodwill at the date of adoption. During 2002, the Company will perform the first of the required impairment tests of goodwill and indefinite lived intangible assets. The Company can not yet estimate what the effect of these tests will be on its financial position and results of operations. In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, 'Accounting for the Impairment of Disposal of Long-Lived Assets' (FAS 144), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, 'Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of', and the accounting and reporting provisions of APB Opinion No. 30, 'Reporting the Results of Operations for a disposal of a segment of a business'. FAS 144 is effective for fiscal years beginning after December 15, 2001, with earlier application encouraged. The Company expects to adopt FAS 144 as of January 1, 2002 and it does not expect that the adoption of the Statement will have a significant impact on the Company's Financial position and results of operations. NOTE 3 -- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
DECEMBER 31, --------------- 2000 2001 ---- ---- Government authorities...................................... $ 881 $ 953 Participations and grants receivable........................ 900 477 Deferred income taxes(1).................................... 658 -- Employees................................................... 384 447 Advances to suppliers(2).................................... 1,335 980 Prepaid expenses............................................ 504 735 Other....................................................... 1,674 1,559 ------ ------ $6,336 $5,151 ------ ------ ------ ------
- --------- (1) See Note 16f. (2) Includes $494 and $633 as of December 31, 2000 and 2001, respectively, paid in advance to an affiliate, NUR Pro Engineering, in respect of printers that have not yet been supplied. F-18 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS NOTE 4 -- INVENTORIES
DECEMBER 31, ----------------- 2000 2001 ---- ---- Raw materials............................................. $ 6,176 $ 5,616 Work-in-progress.......................................... 3,030 4,366 Finished products......................................... 14,341 15,016 ------- ------- $23,547 $24,998 ------- ------- ------- -------
As for inventories write-off see Note 1f. NOTE 5 -- LONG-TERM TRADE RECEIVABLES The aggregate annual maturities of long-term trade receivables from the sale of products are as follows:
DECEMBER 31, --------------- 2000 2001 ---- ---- First year (current maturities)............................ $2,172 $2,860 Second year................................................ 1,876 1,555 Third year................................................. 468 493 Fourth year................................................ 43 195 Fifth year................................................. -- 23 ------ ------ 4,559 5,126 Less -- current maturities................................. 2,172 2,860 ------ ------ $2,387 $2,266 ------ ------ ------ ------
Long-term trade receivables bear interest at the average rate of 13% per annum. NOTE 6 -- INVESTMENTS IN AFFILIATES AND EXCESS OF LOSSES OVER INVESTMENTS a. Investment in NUR Pro Engineering:
DECEMBER 31, ------------- 2000 2001 ---- ---- Equity, net(1).............................................. $ 58 $308 Long-term loans(2).......................................... 284 284 ---- ---- Total investments in NUR Pro Engineering................ $342 $592 ---- ---- ---- ---- (1) Net equity as follows: Net equity as of purchase date.......................... $-- * $-- * Accumulated net earnings................................ 58 308 ---- ---- $ 58 $308 ---- ---- ---- ----
(2) In 1999, the Company granted the following loans to NUR Pro Engineering: A loan in the amount of $175 linked to the U.S. dollar carrying annual interest at the rate of 3%. A maturity date has not yet been determined. A loan in the amount of $100 linked to the NIS bearing no interest, to be repaid in 20 years. - --------- * Represents an amount lower than $1. F-19 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS b. Investment in Stillachem:
DECEMBER 31, ------------- 2000 2001 ---- ---- Equity, net(1).............................................. $(212) $-- ----- ----- Total investments (excess of losses over investments) in Stillachem................................................ $(212) $-- ----- ----- ----- ----- (1) Net equity as follows: Net equity as of purchase date.......................... $ 490 $-- Accumulated net losses.................................. (437) -- Elimination of an intercompany transaction.............. (265) -- ----- ----- $(212) $-- ----- ----- ----- -----
On May 21, 2001 the Company acquired the remaining 49.9% of the Ordinary shares of Stillachem in consideration of $1. As of December 31, 2001 the financial statements of Stillachem are consolidated with the financial statements of the Company. NOTE 7 -- RESTRICTED LONG-TERM BANK DEPOSITS Restricted long-term bank deposits are maintained with banks mainly to secure obligations to customers. The Company is restricted from withdrawing any portion of the long-term bank deposits at any time, until the repayment of the leasing obligation by the customer. The restricted long-term bank deposits as of December 31, 2001 will mature in 2003, are linked to the U.S. dollar and bear weighted average interest at a rate of 4%. NOTE 8 -- PROPERTY, PLANT AND EQUIPMENT a. Composition of property and equipment is as follows:
DECEMBER 31, ----------------- 2000 2001 ---- ---- Cost: Machinery and equipment............................... $ 2,163 $ 5,555 Motor vehicles........................................ 33 53 Office furniture and equipment........................ 4,937 7,699 Buildings............................................. 1,421 1,421 Leasehold improvements................................ 1,704 4,076 ------- ------- 10,258 18,804 ------- ------- Accumulated depreciation: Machinery and equipment............................... 546 1,561 Motor vehicles........................................ 16 14 Office furniture and equipment........................ 1,749 3,074 Buildings............................................. 136 522 Leasehold improvements................................ 614 962 ------- ------- 3,061 6,133 ------- ------- Depreciated cost before grants............................ 7,197 12,671 Less -- grants............................................ 151 93 ------- ------- Depreciated cost.......................................... $ 7,046 $12,578 ------- ------- ------- -------
F-20 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS b. Depreciation expenses for the years ended December 31, 1999, 2000 and 2001 amounted to $782, $1,614 and $3,014, respectively. As for charges, see Note 13c. NOTE 9 -- OTHER ASSETS a. Composition of other assets is as follows:
DECEMBER 31, ----------------- 2000 2001 ---- ---- Original amounts: Technology(1)......................................... $ 9,672 $10,372 Assembled work-force(1)............................... 1,478 1,478 Customer list(1)...................................... 3,094 3,094 Goodwill(2)........................................... 3,195 3,195 Patent rights......................................... 72 72 ------- ------- 17,511 18,211 ------- ------- Accumulated amortization: Technology............................................ 966 2,900 Assembled work-force.................................. 106 318 Customer list......................................... 221 663 Goodwill.............................................. 159 519 Patent rights......................................... 65 72 ------- ------- 1,517 4,472 ------- ------- Amortized cost............................................ $15,994 $13,739 ------- ------- ------- -------
- --------- (1) $14,244, resulting from the acquisition of Salsa Group, and $700 resulting from the acquisition of Stillachem in 2001. (2) Resulting from the acquisition of Salsa Group. b. Amortization of other assets for the years ended December 31, 1999, 2000 and 2001 were $150, $1,542 and $2,955, respectively. NOTE 10 -- SHORT-TERM BANK CREDIT AND SHORT-TERM LOANS
INTEREST RATE DECEMBER 31, LINKAGE ----------- ------------- TERMS 2000 2001 2000 2001 ----- ---- ---- ---- ---- % Short-term bank credit.................. NIS-unlinked -- 5.1 $-- $4,827 Short-term bank loans................... U.S. dollar 7.75 5.23 500 10 Short-term bank loans................... Belgian franc 6.8 -- 167 -- Short-term bank loans................... Euro -- 5.23 -- 224 ---- ------ $667 $5,061 ---- ------ ---- ------
The weighted average interest rate as of December 31, 2000 and 2001 was 7.5% and 5.1%, respectively. The total authorized credit line is $15,090 from which, at December 31, 2001, was fully utilized. See also note 12b. F-21 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS NOTE 11 -- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
DECEMBER 31, ----------------- 2000 2001 ---- ---- Employees and payroll accruals.............................. $ 3,075 $ 2,476 Government Authorities...................................... 2,202 1,187 Royalties payable........................................... 1,358 1,082 Warranty.................................................... 2,390 1,365 Accrued expenses............................................ 4,265 3,935 ------- ------- $13,290 $10,045 ------- ------- ------- -------
NOTE 12 -- LONG-TERM LOANS a. Composed as follows:
INTEREST RATE DECEMBER 31, LINKAGE ----------- ----------------- TERMS 2000 2001 2000 2001 ----- ---- ---- ---- ---- % From banks........................... U.S. dollar 7.4 6.00 $33,444 $32,795 From leasing companies............... Belgian franc 6.0 -- 1,267 -- From leasing companies............... Euro -- 4.95 -- 982 ------- ------- 34,711 33,777 Less -- current maturities........... 864 2,057 ------- ------- $33,847 $31,720 ------- ------- ------- -------
b. The aggregate annual maturities of long-term loans are as follows:
DECEMBER 31, ----------------- 2000 2001 ---- ---- First year (current maturities)............................. $ 864 $ 2,057 ------- ------- Second year................................................. 7,680 2,064 Third year.................................................. 25,279 4,070 Fourth year................................................. 71 24,874 Fifth year and thereafter................................... 817 712 ------- ------- 33,847 31,720 ------- ------- $34,711 $33,777 ------- ------- ------- -------
During the first quarter of 2002, the Company entered into agreements with the banks according to which the banks agreed to reschedule the repayment dates of the Company's long-term loans and bank credit (see also Note 19b). The long-term loans balances are presented according to the new rescheduled periods and in accordance with Statement of Financial Accounting No. 6, 'Classification of Short-Term obligation Expected to be Refinanced'. As part of the agreements signed with the banks, the Company had paid a commission in the amount of $54 for the rescheduling of the loans and agreed to the following covenants: 1. The Company will finalize a private placement of not less than $7,000, no later than March 30, 2002, (See also Note 19a -- subsequent events). 2. The Company will maintain no less than $29,000 of the tangible shareholders' equity. The tangible shareholders equity will not be lower than 25% of the Company's total assets. 3. Total short term bank credit will not exceed 70% of the Company's net accounts receivable, aged under a period of 180 days. F-22 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS 4. To retrain from merging, consolidating, amalgamating or entering into other form of business combination with a third party or liquidating or dissolving. 5. The Company will maintain certain financial ratios relating to the Company's earnings before income tax, depreciation and amortization (EBITDA) and the Company's overall long-term debt to financial institutions. 6. In addition, the Company will issue to the banks warrants to purchase up to 120,000 of the Company's Ordinary shares of 1 NIS par value each for an exercise price of $5 per share. The warrants will be issued no later than April 30, 2002, and will be exercisable until February 2006. (See also Note 19b). Based on the unaudited financial statements of the Company as of March 31, 2002, the Company complies with all terms, except for the one described in 5 above. However, the banks have agreed in writing not to act upon their contractual rights pursuant to the Company's abovementioned default, subject to the Company meeting certain financial targets as set forth in its Business plan presented to the banks. The company's management is of the opinion that these targets will be met. NOTE 13 -- COMMITMENTS AND CONTINGENT LIABILITIES a. Lease commitments: The Company and most of its subsidiaries rent their facilities under various operating lease agreements, which expire on various dates, the latest of which is in 2009. The minimum rental payments under non-cancelable operating leases are as follows:
YEAR ENDED DECEMBER 31 ----------- 2002............................................ $ 1,859 2003............................................ 1,798 2004............................................ 1,798 2005............................................ 1,798 2006 and thereafter............................. 2,820 ------- $10,073 ------- -------
Total rent expenses for the years ended December 31, 1999, 2000 and 2001 were $297, $900 and $1,778, respectively. b. Royalty commitments: 1. The Company entered into several project plans with the Chief Scientist of Israel's Ministry of Industry and Trade. The Company has an obligation to pay royalties at the rate of 2% - 3% of the sales derived from the applicable products developed within the framework of such research and development projects, up to an amount equal to 100% - 150% of the grant received, linked to the U.S. dollar and bears LIBOR interest per annum. The Company has no obligation to repay this amount if sales are not sufficient to satisfy the royalty obligations. In addition, a subsidiary, NUR Media Solutions, has an obligation to pay royalties at rates of 3% - 6% on the sales of products developed with funds provided by the Government of Belgium, up to an amount equal to the research and development grants received in connection to such products, linked to the Euro. Total royalties accrued or paid amounted to $16, $432 and $180 as of December 31, 1999, 2000 and 2001, respectively. As of December 31, 2001, the Company and NUR Media Solutions have a contingent obligation to pay royalties in the amount of $1,142. F-23 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS 2. The Company is required to pay royalties to the Fund for the Encouragement of Marketing Activity at the rate of 3% - 4% of the increases in export sales of products for which the Company received participations for its marketing activities, up to an amount equal to 100% - 150% of the grant received, linked to the U.S. dollar. Royalties regarding grants received from 1999 bear LIBOR interest. The grant is repayable only in respect of sales of the related products, as a percentage of the growth in export sales. If there is no increase in export sales, or if the Company ceases producing the relevant products, the grant would not be repaid. As of December 31, 2001, the Company paid an aggregate amount of $346. As of December 31, 2001, the Company has a contingent obligation to pay royalties in the amount of $929. c. Charges and guarantees: As collateral for its liabilities to the banks, the Company placed fixed charges on certain assets and share capital, as well as a floating lien on all of its assets. Other financial guarantees are made from time to time in the ordinary course of business, on behalf of customers. The Company's exposure amounted to $227 thousand and $0 at December 31, 2000 and 2001, respectively. d. Litigation: 1. In December 1999, a claim was filed against the Company in the amount of $330 regarding a breach of an agreement to pay finders fee in connection with a private placement in 1999 (see Note 15b). The Company provided $50 in respect of this claim, based on the opinion of its legal advisors. Management believes that this provision is adequate. 2. In September 2000, a claim in the amount of approximately $4,950 was filed against the Company and Meital and the CEOs of the companies (jointly and severally), according to which Meital breached a contract, and the Company caused Meital to such breach of contract. In May 2002 the parties reached an out-of-court settlement whereby the Company undertook to pay $140 for the complete and final settlement of this matter. The Company fully provided in respect of this claim. e. Other contingent liabilities: In May 1996, the Company exercised the option to purchase all of Shamrock's (former shareholder in NUR Media Solutions) shares in NUR Media Solutions, for a consideration of one dollar. Notwithstanding the above, for every year during which NUR Media Solutions' net income (after taxes) will exceed $1,000, the Company will pay Shamrock a sum equal to 10% of NUR Media Solutions' net income, up to a total of $ 500 (accumulating from the first payment). NUR Media Solutions' net income shall be determined by its annual audited financial statements. Shamrock's right to payments under this section will expire upon the earlier of the payment of the above $500, or at the end of the fiscal year 2002. In 1999, 2000 and 2001, NUR Media Solutions' net income (after taxes) was less than $1,000. NOTE 14 -- TRANSACTIONS AND BALANCES WITH RELATED PARTIES a. Balance with Stillachem, an affiliate during 2000, in respect of services provided, is linked to the Euro and bears no interest. (see Note 6b). b. Accounts payable in respect of an affiliate, NUR Pro Engineering, are in respect of the assembly of the Company's printers. The amount is linked to the NIS and does not bear any interest. (See Note 6a). F-24 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS c. A company wholly-owned by the Company's CEO rendered services to certain subsidiaries. The Company and its subsidiaries' expenses during the year 2001 in respect of such services amounted to approximately $73. d. Loans to related parties, see Note 6a. e. Advances to an affiliated supplier, NUR Pro Engineering, see Note 3. NOTE 15 -- SHAREHOLDERS EQUITY a. Shareholders' rights: Ordinary shares confer upon their holders voting rights, the right to receive dividends and the right to share in excess assets upon liquidation of the Company. b. In September 1999, the Company effected a private offering of its securities. In the private offering, the Company issued 600,000 Ordinary shares of NIS 1 par value each in consideration of $5.5 per Ordinary share. c. In July 2000, the Company issued 666,667 Ordinary shares of NIS 1 par value each to the former owners of Salsa Group as a partial consideration for the acquisition in a value of $10,000 (see Note 1b). d. In September 2000, the Company effected a private offering of its securities. In the private offering, the Company issued 748,223 Ordinary shares of NIS 1 par value in consideration of $10,000 (excluding issuance expenses). e. Stock Option Plans: 1. In October 1995, the Company's Board of Directors adopted a Flexible Stock Incentive Plan ('1995 Plan'). The Stock Incentive Plan provides for grants of stock options to the Company's employees and outside consultants. An aggregate amount of not more than 500,000 stock options are available for grant under the Stock Incentive Plan. Of such amount, (i) not more than 414,768 options are available for grant as stock options on the basis of future services ('Service Options'), (ii) not more than 18,232 options may be granted as stock options on the basis of performance ('Performance Options' -- as of December 31, 2001 there are no outstanding performance options) and (iii) not more than 67,000 options may be granted as stock options to consultants on the basis of service or performance in respect of the public offering ('Consultant Options'). The service options usually vest over a four-year period with an exercise price of not less than 80% of the fair market value of the Ordinary shares at the date of grant (as defined in the stock incentive plan). Consultant options usually vest immediately based on past services rendered as the board determines. The options expire usually after ten years from the date of grant. In October 1997, the Company adopted an additional stock option plan. According to that option plan, 1,200,000 options will be granted to the Company's and its subsidiaries' employees, directors and consultants. In October 1998 and August 1999, the Company's and its subsidiaries' shareholders approved the increase in the number of options available for grant by 500,000, and 500,000 options, respectively. The options usually vest over a three-year period with an exercise price of not less than 80% of the fair market value of the common stock at the date of grant (as defined in the stock option plan). Each option usually expires after ten years from the date of grant. In December 1998, the Company's shareholders approved the directors stock option plan ('1998 plan') according to which 250,000 options are available for grant with an exercise price of the average of the closing bid and sale price at the issuance date. Each option is vested immediately F-25 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS and will expire after 10 years. During 1999, 2000 and 2001, the Company granted to directors (including the Chairman of the Board of Directors) 58,333, 40,000 and 20,834 options, respectively. In August 2000, the Company's Board of Directors adopted the 2000 Stock Option Plan ('2000 plan'). According to that option plan, 1,000,000 options may be granted to officers, directors, employees and consultants of the Company and its subsidiaries. The Options usually vest over a three-year period. The exercise price of the options under the 2000 plan is determined to be not less than 80% of the fair market value of the Company's Ordinary shares at the time of grant, and they usually expire after ten years from the date of grant. The 2000 plan expires on August 31, 2008, unless previously terminated or extended by the Board of Directors. Under the Company's 1995, 1997, 1998 and 2000 plans, the Company reserved for issuance 500,000, 2,200,000, 250,000 and 1,000,000 Ordinary shares, respectively. As of December 31, 2001, 261, 174,764, 100,833 and 302,532 options, respectively, are still available for future grants under these plans. Any options, which are canceled or forfeited before expiration, become available for future grant. 2. The balance of the options at December 31, 2001 is as follows:
OPTIONS OUTSTANDING -------------------------- WEIGHTED AVAILABLE NUMBER OF AVERAGE FOR GRANT OPTIONS EXERCISE PRICE --------- ------- -------------- Balance as of January 1, 1999.................... 676,295 1,775,039 1.62 Additional stock option plans................ 500,000 -- -- Options granted (93 employees, 4 directors and 1 consultant).......................... (693,933) 693,933 5.12 Options exercised............................ -- (294,573) 1.57 ---------- --------- ---- Balance as of December 31, 2000.................. 482,362 2,174,399 1.98 Additional stock option plans................ 1,000,000 -- -- Options granted (358 employees, 4 directors and 1 consultant).......................... (1,069,900) 1,069,900 9.00 Options exercised............................ -- (738,968) 1.71 Options forfeited............................ 102,132 (102,132) 5.80 ---------- --------- ---- Balance as of December 31, 2000.................. 514,594 2,403,199 5.69 Options granted (29 employees and 3 directors)............................... (505,734) 505,734 5.051 Options exercised............................ -- (225,835) 2.46 Options forfeited............................ 569,530 (569,530) 7.66 ---------- --------- ---- Balance as of December 31, 2001.................. 578,390 2,113,568 5.41 ---------- --------- ---- ---------- --------- ----
The number of options exercisable as of December 31, 1999, 2000 and 2001 was 1,209,967, 951,212 and 1,095,851, respectively. The weighted average exercise price of options exercisable as of December 31, 1999, 2000 and 2001 is $1.65, $3.25 and $4.51, respectively. F-26 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS 3. The options outstanding as of December 31, 2001 have been separated into ranges of exercise price, as follows:
WEIGHTED OPTIONS WEIGHTED OPTIONS AVERAGE OUTSTANDING AVERAGE WEIGHTED EXERCISABLE EXERCISE AS OF REMAINING AVERAGE AS OF PRICE RANGE OF DECEMBER 31, CONTRACTUAL EXERCISE DECEMBER 31, OF OPTIONS EXERCISE PRICE 2001 LIFE PRICE 2001 EXERCISABLE -------------- ---- ---- ----- ---- ----------- (YEARS) 1.00 - 1.50..................... 281,734 5.35 1.22 281,734 1.22 1.75 - 2.50..................... 211,500 5.78 2.13 201,166 2.11 2.75 - 3.50..................... 179,000 7.42 2.99 84,000 2.99 4.45 - 5.15..................... 299,000 9.51 4.44 20,000 4.67 5.50 - 6.125.................... 282,667 5.97 5.51 205,979 5.50 6.313 - 6.938................... 13,150 9.16 6.54 -- -- 7 - 7.875....................... 686,849 8.56 7.39 227,035 7.46 10.625 - 12.125................. 71,500 7.94 11.43 21,834 11.14 13 - 14.25...................... 88,168 7.64 13.94 55,504 14 --------- ----- --------- ----- 2,113,568 5.41 1,097,252 4.51 --------- ----- --------- ----- --------- ----- --------- -----
4. Compensation expenses that have been recorded in the consolidated statements of income in 1999, 2000 and 2001 were $167, $152 and $0, respectively. 5. Pro-forma information under SFAS 123: Pro-forma information regarding net income (loss) and net earnings (loss) per share is required by SFAS No. 123, and has been determined as if the Company had accounted for its employee stock options under the fair value method of that Statement. The fair value for these options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted-average assumptions for 1999, 2000 and 2001: risk-free interest rates of 7%, 6% and 2%, respectively, dividend yields of 0% for each year, volatility factors of the expected market price of the Company's Ordinary shares of 0.59, 0.66 and 0.74, respectively, and a weighted average expected life of the option of 10 years for each year. Pro-forma information under SFAS No. 123 is as follows:
YEAR ENDED DECEMBER 31, -------------------------- 1999 2000 2001 ---- ---- ---- Net income (loss) as reported............................. $7,175 $8,493 $ (7,216) ------ ------ -------- ------ ------ -------- Pro-forma net income (loss)............................... $6,443 $6,225 $(12,034) ------ ------ -------- ------ ------ -------- Pro-forma basic earnings (loss) per share................. $ 0.55 $ 0.47 $ (0.82) ------ ------ -------- ------ ------ -------- Pro-forma diluted earnings (loss) per share............... $ 0.51 $ 0.42 $ (0.82) ------ ------ -------- ------ ------ --------
6. Weighted-average fair values and exercise price of options on dates of grant are as follows:
FOR EXERCISE PRICES ON THE DATE OF GRANT THAT ---------------------------------------------------------------------- ARE LESS THAN EQUAL MARKET PRICE EXCEED MARKET PRICE MARKET PRICE --------------------- ---------------------- --------------------- 1999 2000 2001 1999 2000 2001 1999 2000 2001 ---- ---- ---- ---- ---- ---- ---- ---- ---- Weighted average exercise prices................... $5.52 $8.99 $4.25 $4.09 $13.00 $6.87 $5.30 $8.50 $-- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ------ ----- ----- ----- ----- Weighted average fair value on grant date.......... $4.10 $7.04 $3.31 $2.90 $10.16 $5.29 $4.15 $6.64 $-- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ------ ----- ----- ----- -----
F-27 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS f. Stock warrants and options to consultants: The Company's outstanding warrants as of December 31, 2001, are as follows:
NUMBER OF WARRANTS EXERCISE PRICE WARRANTS EXPIRATION ISSUANCE DATE ISSUED PER SHARE EXERCISABLE DATE ------------- ------ --------- ----------- ---- December 1997(1)................. 400,000 $ 1.00 55,000 September - December 2002 January 2000(2).................. 15,000 $ 2.75 15,000 January 2004 February 2000(3)................. 25,000 $ 4.5 25,000 February 2004 September 2000(4)................ 37,411 $13.36 37,411 September 2005 ------- ------- Total number of warrants and options to consultants......... 477,411 132,411 ------- ------- ------- -------
- --------- (1) As part of a private offering, the Company issued warrants to the placement agent, Josephthal, to purchase 400,000 Ordinary shares of the Company or less if the cashless alternative, pursuant to the agreement, has been elected. In 2000, 345,000 of these warrants were exercised in consideration of $345. (2) The Company issued warrants to its consultant, in connection with legal services provided to the Company. Due to immateriality, no compensation expenses have been recorded in the financial statements. (3) Following a registration statement of Form F-1, the Company issued warrants to its qualified independent underwriter. (4) As part of the private placement, the Company granted warrants to the placement agent (see d above). g. Dividends: In the event that cash dividends are declared in the future, such dividends will be paid in NIS. Dividend paid to shareholders outside Israel will be converted into dollars, on the basis of the exchange rate prevailing at the date of payment. The Company does not intend to pay cash dividends in the foreseeable future. NOTE 16 -- TAXES ON INCOME a. Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the 'law'): Certain of the Company's production facilities have been granted the status of 'approved enterprise' under the law, under two separate investment plans. The implementation of the investments under the first and second plan was finalized in 1993 and 1998, respectively. According to the provisions of this law, the Company elected to enjoy 'alternative benefits' which provide tax benefits in exchange for waiver of grants. Accordingly, the Company's income from the approved enterprise will be tax-exempt for a period of two and four years for the first and second plan, respectively, commencing with the year it first earns taxable income. Based on the percentage of foreign ownership of the Company, income derived during the remaining periods of five and three years of benefits is taxable at the rate of 15% to 20%. The period of tax benefits detailed above is subject to limits of twelve years from the commencement of production, or fourteen years from receiving the approval, whichever is earlier. Given the abovementioned conditions, the period of benefits for the first and second plans commenced F-28 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS in 1994 and 1999, respectively. The first plan terminated in 2000 and the second plan will terminate in 2006. The Company applied for a third plan under 'approved enterprise' status, an application which was approved by the Investment Center in 2000. The third plan entitles the Company for two years of tax-exempt income and a reduced tax rate of 15% to 20% for an additional five years period. The period of tax benefits for the third plan has not yet been determined. The entitlement to the above benefits is conditional upon the Company's fulfilling the conditions stipulated by the above law, regulations published thereunder and the instruments of approval for the specific investments in 'approved enterprises'. In the event of failure to comply with these conditions, the benefits may be canceled and the Company may be required to refund the amount of the benefits, in whole or in part, including interest. As of the balance sheet date, the Company complies with all these conditions. The tax-exempt profits earned by the Company's 'approved enterprise' can be distributed to shareholders, without imposing a tax liability on the Company, only upon the complete liquidation of the Company. The retained tax-exempt profits as of December 31, 2001 are approximately $ 25,934 . If these retained tax-exempt profits are distributed in a manner other than upon the complete liquidation of the Company, they would be taxed at the corporate tax rate applicable to such profits as if the Company had not elected the alternative tax benefits (currently -- 15% to 20% for an 'approved enterprise' based on the percentage of foreign ownership of the Company) and an income tax liability of approximately $ 5,187 would be incurred. The Company has decided to permanently invest the tax exempt income resulting from the 'approved enterprise' status and not to distribute such income as dividends. Accordingly, no deferred income taxes have been provided in respect of said tax exempt income. The law also entitles the Company to claim accelerated rates of depreciation on equipment used by the 'approved enterprise' during five tax years. Income from sources other than the 'approved enterprise' during the periods of benefits, will be taxable at the statutory rate of 36%. b. Measurement of results for tax purposes under the Income Tax Law (Inflationary Adjustments), 1985: Results for tax purposes are measured in terms of earnings in NIS after certain adjustments for increases in the Israeli Consumer Price Index ('CPI'). As explained in Note 2b, the financial statements are measured in U.S. dollars. The difference between the annual change in the Israeli CPI and in the NIS/dollar exchange rate causes a difference between taxable income and the income before taxes shown in the financial statements. In accordance with paragraph 9(f) of SFAS No. 109, the Company has not provided deferred income taxes in respect of the difference between the reporting currency and the tax bases of assets and liabilities. c. Tax benefits under the Law for the Encouragement of Industry (Taxation), 1969: The Company is an 'industrial company', as defined by this law and, as such, is entitled to claim accelerated rates of depreciation, in accordance with regulations published under the inflationary adjustments law. The Company is also entitled to deduct the offering expenses and patent amortization costs from its taxable income in three and eight equal annual installments, respectively. F-29 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS d. Theoretical tax expense: A reconciliation of the theoretical tax expense, assuming all income is taxed at the statutory rate applied to corporations in Israel and the actual tax expense, is as follows:
YEAR ENDED DECEMBER 31, --------------------------- 1999 2000 2001 ---- ---- ---- Theoretical tax expense (tax benefit) computed at the rate of 36%.................................................. $ 2,853 $ 3,669 $(2,722) Increase (decrease) in taxes: Approved enterprise(1)................................ (1,274) (3,226) 1,498 Reduced statutory tax rate of a subsidiary............ -- (3,232) (5,886) Non-deductible expenses and other..................... 118 313 207 Carryforward loss, generated during the year for which a valuation allowance was provided.................. 522 3,917 6,943 Utilization of operating carryforward tax losses from prior years......................................... (1,421) (197) (231) ------- ------- ------- Actual tax expense (tax benefit).......................... $ 798 $ 1,244 $ (191) ------- ------- ------- ------- ------- ------- - --------- (1) Basic net earnings (loss) per share amounts of the tax benefits resulting from the 'approved enterprise' benefits.............................................. $ 0.11 $ 0.25 $ (0.10) ------- ------- ------- ------- ------- ------- Diluted net earnings (loss) per share amounts of the tax benefits resulting from the 'approved enterprise' benefits................................................ $ 0.10 $ 0.22 $ (0.10) ------- ------- ------- ------- ------- ------- e. Taxes on income (benefit) included in the statements of operations: Current: Domestic.......................................... $ 1,132 $ 474 $ -- Foreign........................................... 533 744 472 ------- ------- ------- $ 1,665 $ 1,218 $ 472 ------- ------- ------- ------- ------- ------- Deferred: Domestic.......................................... $ (531) $ 26 $ (656) Foreign........................................... (336) -- 7 ------- ------- ------- $ (867) $ 26 $ (663) ------- ------- ------- ------- ------- ------- $ 798 $ 1,244 $ (191) ------- ------- ------- ------- ------- -------
F-30 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS f. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company and its subsidiaries' deferred tax assets are as follows:
DECEMBER 31, ----------------- 2000 2001 ---- ---- Net operating losses and deductions carryforward.......... $ 5,188 $10,271 Others.................................................... 148 300 ------- ------- Net deferred tax assets before valuation allowance........ 5,336 10,571 ------- ------- Valuation allowance(1).................................... (4,453) (9,025) ------- ------- Net deferred tax assets................................... $ 883 $ 1,546 ------- ------- ------- ------- Domestic.................................................. $ 883 $ 1,546 Foreign................................................... -- -- ------- ------- $ 883 $ 1,546 ------- ------- ------- ------- Presented as follows: Current assets........................................ $ 658 $ -- Long-term assets...................................... 225 1,546 ------- ------- $ 883 $ 1,546 ------- ------- ------- -------
- --------- (1) The Company and its subsidiaries have provided valuation allowances in respect of deferred tax assets resulting from tax losses carryforward and other temporary differences. Due to history of losses of these subsidiaries management believes it is more likely than not that deferred tax regarding the losses carryforward and other temporary differences will not be realized. g. Carryforward tax losses and deductions: As of December 31, 2001, the Company had available deductions aggregating to $1,230. In addition, the Company has capital losses for tax purposes of approximately $1,053, which will expire in the year 2002 and can be offset against capital gains for tax purposes. Utilization of the U.S. net operation losses may be subject to substantial annual limitation due to the 'change in ownership provision of the Internal Revenue code of 1986' and similar state provision. The annual limitation may result in the expiration of net operating losses before utilization. NUR Asia Pacific and NUR Shanghai had available carryforward losses as of December 31, 2001 aggregating to approximately $7,300, which have no expiration date. Additional carryforward losses of NUR America and Salsa Digital Printers, in the amount of $6,560, which are located in the U.S., will expire in 2020. As of December 31, 2001 NUR Europe and NUR Media Solutions had available carryforward losses aggregating to approximately $10,375, which have no expiration date. h. Income (loss) before income taxes consists of the following:
YEAR ENDED DECEMBER 31, --------------------------- 1999 2000 2001 ---- ---- ---- Domestic................................................. $10,318 $10,275 $(6,238) Foreign.................................................. (2,392) (84) (1,323) ------- ------- ------- $ 7,926 $10,191 $(7,561) ------- ------- ------- ------- ------- -------
F-31 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS NOTE 17 -- CUSTOMERS AND GEOGRAPHIC INFORMATION The Company manages its business on a basis of one reportable segment. See Note 1a for a brief description of the Company's business. This data is presented in accordance with Statement of Financial Accounting Standard No. 131 ('SFAS No 131'), 'Disclosures about Segments of an Enterprise and Related Information'. The following presents total revenues for the years ended December 31, 1999, 2000 and 2001 based on the end customers' location and long-lived assets as of December 31, 1999, 2000 and 2001:
1999 2000 2001 --------------------- --------------------- --------------------- TOTAL LONG-LIVED TOTAL LONG-LIVED TOTAL LONG-LIVED REVENUES ASSETS REVENUES ASSETS REVENUES ASSETS -------- ------ -------- ------ -------- ------ Israel.................... $ 600 $1,093 $ 1,856 $ 1,554 $ 1,873 $ 4,187 Asia...................... 9,995 389 26,223 609 33,830 1,224 America................... 24,325 453 47,780 7,298 38,959 8,611 Europe.................... 21,448 1,010 41,289 13,787 41,757 13,030 Others.................... 4,351 -- 4,776 -- 3,958 -- ------- ------ -------- ------- -------- ------- $60,719 $2,945 $121,924 $23,248 $120,377 $27,052 ------- ------ -------- ------- -------- ------- ------- ------ -------- ------- -------- -------
Total revenues from external customers divided on the basis of the Company's product lines are as follows:
YEAR ENDED DECEMBER 31, ----------------------------- 1999 2000 2001 ---- ---- ---- Printers............................................... $33,474 $ 79,521 $ 65,265 Ink.................................................... 14,044 24,101 31,390 Printed materials...................................... 2,460 -- -- Substrates............................................. 7,274 12,013 12,539 Others................................................. 3,467 6,289 11,183 ------- -------- -------- $60,719 $121,924 $120,377 ------- -------- -------- ------- -------- --------
Major customer data as a percentage of total revenues: The Company does not have any major customer that represents 10% or more of the consolidated revenues. NOTE 18 -- SELECTED STATEMENTS OF OPERATIONS DATA a. Research and development expenses, net:
YEAR ENDED DECEMBER 31, -------------------------- 1999 2000 2001 ---- ---- ---- Research and development expenses(1)...................... $5,530 $15,077 $10,883 Less -- participation of the Israeli and Belgian governments in research and development projects........ 721 451 649 ------ ------- ------- $4,809 $14,626 $10,234 ------ ------- ------- ------ ------- -------
- --------- (1) Including write-off of in process research and development resulting from the acquisition of Salsa Group in the amount of $4,300 for the year ended December 31, 2000. F-32 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS b. Selling and marketing expenses, net:
YEAR ENDED DECEMBER 31, -------------------------- 1999 2000 2001 ---- ---- ---- Selling and marketing expenses............................ $9,885 $17,385 $18,665 Less -- participation of the Fund for the Encouragement of Marketing Activity...................................... 400 -- -- ------ ------- ------- $9,485 $17,385 $18,665 ------ ------- ------- ------ ------- -------
c. Financial expenses, net:
YEAR ENDED DECEMBER 31, --------------------------- 1999 2000 2001 ---- ---- ---- Expenses: Interest on short-term bank credit and charges........ $ (461) $(1,024) $(1,364) Interest on long-term loans........................... (92) (581) (1,368) Foreign currency translation differences.............. (659) (1,353) (1,630) ------- ------- ------- (1,212) (2,958) (4,362) ------- ------- ------- Income: Interest on bank deposits and other................... 86 163 365 Gain on marketable securities......................... 67 -- -- Foreign currency translation differences.............. 443 1,372 661 ------- ------- ------- 596 1,535 1,026 ------- ------- ------- $ (616) $(1,423) $(3,336) ------- ------- ------- ------- ------- -------
d. The following table sets forth the reconciliation of basic and diluted net earnings per share:
YEAR ENDED DECEMBER 31, ----------------------------------- 1999 2000 2001 ---- ---- ---- Numerator: Net earnings (losses) available to shareholders of ordinary shares............ $7,175 $8,493 $(7,216) ------ ------ ------- ------ ------ ------- Numerator for diluted net earnings (losses) per share -- earnings available to shareholders of Ordinary shares............ $7,175 $8,493 $(7,216) ------ ------ ------- ------ ------ ------- Denominator: Weighted average number of ordinary shares (denominator for basic net earnings (loss) per share)................................. 11,181,137 13,150,110 14,655,048 Effect of dilutive securities: Employee and non-employee stock options and warrants................................... 1,541,46 1,643,21 --* --------- --------- ---------- Denominator for diluted net earnings (loss) per share.......................................... 12,722,600 14,793,327 14,655,048 ---------- ---------- ---------- ---------- ---------- ----------
- --------- * antidilutive. NOTE 19 -- SUBSEQUENT EVENTS (UNAUDITED) a. On January 17, 2002, the Company effected a private offering of its securities in which the Company issued 2,333,333 Ordinary shares of NIS 1 par value each in consideration of $3 per Ordinary share. F-33 NUR MACROPRINTERS LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) U.S. DOLLARS IN THOUSANDS In addition, as part of the share purchase agreement, the Company issued to the investors warrants exercisable into an aggregate of 612,500 Ordinary shares. The total consideration for the private offering amounted to $7,000 (net of issuance expenses at the amount of $359). b. On February 12, 2002, pursuant to the rescheduling agreement signed with banks, the company issued to the banks 120,000 warrants. The warrants are exercisable into 120,000 of the Company's Ordinary shares of 1 NIS par value each for an exercise price of $5 per warrant. c. On February 12, 2002, the Company's board of directors approved to increase the number of options available for grant under the 2000 stock option plan by 1,000,000 options. d. In May 2002, the Company announced that it had commenced offering option holders the right to cancel and exchange certain stock options granted to them under the Company's 1995, 1997 and 2000 Stock Option Plans. The exchange offer expired on June 15, 2002 and resulted in the cancellation of 1,245,316 options with varying exercise price. The new options will be granted six months and one day from the date of cancellation of the old options. F-34 EXHIBIT INDEX B. EXHIBITS
NUMBER DESCRIPTION - ------ ----------- 3.1 -- Memorandum of Association of the Registrant, in Hebrew with a translation to English(1) 3.2 -- Amended and Restated Articles of Association of the Registrant(10) 3.3 -- Certificate of Name Change(2) 4.1 -- Specimen Certificate for ordinary shares(1) 4.2 -- Representative's Warrant Agreement dated October 12, 1995(1) 4.3 -- Form of Representative's Warrant Certificate(1) 4.4 -- Forms of Placement Agent's Warrant Agreement and Certificate(3) 4.5 -- Forms of Qualified Independent Underwriter's Warrant Agreement and Certificate(3) 4.6 -- Form of Warrant Agreement between the Registrant and Barak Zamir, Advocates(4) 4.7 -- Form of Share and Warrant Purchase Agreement dated January 17, 2002 between the Registrant and The Investment Corp. of United Mizrahi Bank Ltd. 4.8 -- Form of Warrant Agreement dated January 17, 2002 between the Registrant and The Investment Corp. of United Mizrahi Bank Ltd. 4.9 -- Form of Registration Rights Agreement dated January 17, 2002 between the Registrant and The Investment Corp. of United Mizrahi Bank Ltd. 4.10 -- Form of Warrant Agreement dated February 12, 2002 between the Registrant and Bank Hapoalim B.M. 4.11 -- Form of Registration Rights Agreement dated February 12, 2002 between the Registrant and Bank Hapoalim B.M. 4.12 -- Form of Warrant Agreement dated February 12, 2002 between the Registrant and Bank Leumi le-Israel Ltd. 4.13 -- Form of Registration Rights Agreement dated February 12, 2002 between the Registrant and Bank Leumi le-Israel Ltd. 10.1 -- 1995 Israel Stock Option Plan (previously referred to in Company filings as the 1995 Flexible Stock Incentive Plan or the 1995 Stock Option/Stock Purchase Plan)(1) 10.2 -- Amendment to the 1995 Israel Stock Option Plan(3) 10.3 -- 1997 Stock Option Plan(5) 10.4 -- 1998 Non-Employee Director Share Option Plan(6) 10.5 -- 2000 Stock Option Plan(11) 10.6 -- Lease Agreement for office space in Brussels, Belgium between Nivellease, S.A. and the Registrant dated November 26, 1996(3) 10.7 -- Lease Agreement for office space in Newton Centre, Massachusetts between WHTR Real Estate Limited Partnership and the Registrant dated July 10, 1998(3) 10.8 -- Distribution Agreement between Imaje S.A. and the Registrant dated June 26, 1995(1) 10.9 -- Settlement Agreements relating to Moshe Nur and his affiliated companies(3) 10.10 -- Bank Hapoalim Loan Agreements 10.11 -- Bank Hapoalim Rescheduling Loan Agreement dated February 10, 2002 10.12 -- Bank Leumi le-Israel Loan Agreements 10.13 -- Bank Leumi le-Israel Rescheduling Loan Agreement dated February 11, 2002 10.14 -- Form of confidentiality agreement(3) 10.15 -- The Founders Agreement dated September 30, 1999 among Gera Eiron, Ogen Dialogix Ltd. and the Registrant(10) 10.16 -- Assembly Agreement dated October 4, 1999 between NUR Pro Engineering and the Registrant(10) 10.17 -- Lod Lease Agreement between A. Barzilai Investments and Assets Ltd. and Kamim Investments and Assets Ltd. and the Registrant(10) 10.18 -- Asset Purchase Agreement dated May 17, 2000 by and among Salsa Digital, Ltd., Signtech Japan, Ltd., Salsa Digital DO Brasil, Ltda., Salsa Digital (Guangzhou) Ltd., Salsa Dubai Corp., Salsa Technology Pte Ltd., as sellers, and NUR Macroprinters Ltd., Salsa Digital Printing Ltd. and Nur Hungary Trading and Software Licensing Limited Liability Company, as puchasers(8) 10.19 -- Amendment No. 1 to Asset Purchase Agreement dated as of June 30, 2000(9)
NUMBER DESCRIPTION - ------ ----------- 10.20 -- Master Remarketing Agreement dated July 20, 2001 by and between NUR America and CVF Vendor Finance, Inc. 10.21 -- Lease Agreement dated July 1, 2001 by and between RAM Global, Ltd. and Salsa Digital Printers 21.1 -- List of Subsidiaries of the Registrant 23.1 -- Consent of Kost Forer & Gabbay (S-8) 23.2 -- Consent of Kost Forer & Gabbay (F-3)
- --------- (1) Previously filed with NUR's F-1 (File No. 33-93160) and incorporated by reference herein. (2) Previously filed with NUR's Form 6-K dated January 7, 1998 and incorporated by reference herein. (3) Previously filed with NUR's Form F-1 (File No. 333-66103) and incorporated by reference herein. (4) Previously filed with NUR's Form 20-F for the year ended December 31, 1999 and incorporated by reference herein. (5) Previously filed with NUR's Form 20-F for the year ended December 31, 1997 and incorporated by reference herein. (6) Previously filed with NUR's Form 6-K dated November 13, 1998 and incorporated by reference herein. (7) Filed in summary form. Original filed in paper format pursuant to Form SE. (8) Previously filed with NUR's Form 6-K/A dated May 22, 2000 and incorporated by reference herein. (9) Previously filed with NUR's Form 6-K/A dated July 7, 2000 and incorporated by reference herein. (10) Previously filed with NUR's Form 20-F for the year ended December 31, 2000 and incorporated by reference herein. (11) Previously field with NUR's Schedule TO-I (File No. 5-56015) on May 16, 2002 and incorporated by reference herein. STATEMENT OF DIFFERENCES ------------------------ The trademark symbol shall be expressed as.............................. 'TM' The section symbol shall be expressed as................................ 'SS' The degree symbol shall be expressed as................................. [d] EX-4 3 ex4-7.txt EXHIBIT 4.7 EXHIBIT 4.7 SHARE AND WARRANT PURCHASE AGREEMENT THIS SHARE AND WARRANT PURCHASE AGREEMENT (the "Agreement") made as of the____ day of January 2002, by and between NUR Macroprinters Ltd., an Israeli company (the "Company"), and the persons and entities identified in Schedule 1.1 attached hereto (the "Investor"). WITNESSETH: WHEREAS the Company desires to raise up to US $6,999,999 by means of an issuance to the Investor of an aggregate of 2,333,333 Ordinary Shares nominal value NIS 1.00 each of the Company (the "Ordinary Shares") and warrants exercisable into an aggregate of 612,500 Ordinary Shares, on the terms and conditions set forth herein; and WHEREAS the Investor desires to invest funds in the Company and in consideration thereof to receive from the Company the Issued Securities (as defined below) pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in the consideration of the mutual promises and covenants set forth herein, the parties agree as follows: 1. Issue and Purchase of the Issued Shares and Warrants 1.1 Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Investor shall purchase and the Company shall issue and sell to the Investor, at the price of US$3.00 per Ordinary Share (the "Price Per Share"), such number of Ordinary Shares as set forth opposite the Investor's name in Schedule 1.1 attached hereto. 1.2 The aggregate payment due from the Investor (the "Consideration") is set forth opposite the Investor's name on Schedule 1.1 based on the Price Per Share. The Ordinary Shares purchased pursuant to this Section shall be referred to collectively as the "Issued Shares". 1.3 The Investor is hereby granted a warrant, in the form and on the terms attached hereto as Schedule 1.3 (the "Warrant"), exercisable in the aggregate into 612,500 Ordinary Shares (the "Warrant Shares"), against payment of an exercise price of US$4.50 per Warrant Share (the "Exercise Price"). The number of Warrant Shares exercisable by the Investor is set forth opposite the Investor's name in Schedule 1.1 2. Closing of Issue and Purchase 2.1 The closing (the "Closing") of the purchase and sale of the Issued Shares and Warrants (collectively, the "Issued Securities") shall take place at the offices of Shimonov Barnea, legal counsel to the Company, at 3A Jabotinsky St., Ramat Gan, Israel, as soon as possible, but in any event no later than, January 17th 2002, at___, or at such other time and place as shall be mutually agreed upon between the Company and the Investor. 2.2 At the Closing, the following transactions shall occur simultaneously (no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered),: 2.2.1 The Company shall deliver to the Investor, the following documents, any one or more of which may be waived in whole or in part by the Investor, which waiver shall be in writing and at the sole discretion of the Investor: (a) True and correct copies confirmed by the Company's secretary of resolutions of the Company duly adopted by the Board of Directors issuing and allotting the Issued Securities to the Investor, conditional upon payment of the Consideration, and a duly completed notice of issuance of the Issued Shares to the Israeli Registrar of Companies in the form and substance acceptable for immediate filing with the Israeli Registrar of Companies. (b) The Company's irrevocable letter of instructions to the Company's transfer agent to issue as soon as is reasonably practicable to the Investor, share certificates reflecting the Issued Shares purchased hereby, together with any and all other documents required for the issuance of such certificates by the transfer agent. (c) The original Warrant duly executed by the Company. (d) A letter from the Company's legal counsel in the form attached hereto as Schedule 5.1.7. (e) A letter from the Company's US legal counsel in the form attached hereto as Schedule 5.1.7. 2.2.2 The Investor shall pay the Company its proportional share of the Consideration (as set forth in Schedule 1.1). Payments shall be made, as determined by the Investor, in U.S. dollars or in New Israeli Shekels at the representative rate of exchange for the U.S. dollar last published by the Bank of Israel prior to the date of actual payment, by way of a bank transfer to the Company's following bank account: Bank Hapoalim Branch No. 552 Account No. 291900 2.2.3 The Company and the Investor shall execute and deliver the Registration Rights Agreement, a copy of which is attached hereto as Schedule 7 (the "Registration Rights Agreement"). 3. Representations and Warranties of the Company 2 The Company hereby represents and warrants to the Investor, and acknowledges that the Investor is entering into this Agreement in reliance thereon, as follows: 3.1 Organization. The Company is duly organized, existing in Israel as a public company limited by shares pursuant to the Companies Law 5759-1999 (the "Companies Law"), and registered by the Registrar of Companies as public company, number 52-003986-8. Copies of the Company's Memorandum and Articles of Association, as of the date of this Agreement, are attached hereto as Schedule 3.1. 3.2 Validly Existing. The Company validly exists as a company under the laws of the State of Israel. The Company has the full corporate power and authority to conduct its business as currently conducted and the Company had at all relevant times the full corporate power and authority to conduct its business as previously conducted, save that if at any time the Company did not have the full corporate power and authority to conduct its business as previously conducted, the lack of such corporate power and authority did not have a material adverse effect on the Company. 3.3 Public Listing. As of October 1995 the Ordinary Shares of the Company are registered for trading on the Nasdaq National Market ("Nasdaq") under the symbol "NURM" 3.4 Share Capital. The registered share capital of the Company is NIS 50,000,000, divided into 50,000,000 Ordinary Shares, of which no more than 14,766,753 Ordinary Shares are issued and outstanding as of January 16th, 2002. In addition, as of January 16th, 2002 the Company had issued and outstanding options and warrants exercisable into no more than 2,188,578 Ordinary Shares (the "Outstanding Options and Warrants"). Except as provided in Schedule 3.4a attached hereto and the transactions contemplated by this Agreement, there are no other shares, convertible or other securities, outstanding warrants, options, or other rights to subscribe for, purchase, or acquire from the Company any securities of the Company and there are not any contracts or binding commitments providing for the issuance of, or the granting of rights to acquire from the Company, any securities of the Company or under which the Company is, or may become, obligated to issue any of its securities. 3.5 Due Authorization. The Issued Shares, when issued at the Closing in accordance with the provisions of this Agreement and the Warrant Shares issued at the exercise of the Warrants, shall all be duly authorized, validly issued, fully paid, non-assessable and clear and free from any lien, encumbrance, or any other third party right whatsoever. 3.6 Full Disclosure. The Form 20-F of the Company of May 10th, 2001(the "20-F Form") that includes the Company's annual report for the year ended December 31, 2000 and any other subsequent filings filed by the Company are attached hereto as Schedule 3.6a. None of the above, at the date they were filed and at the date hereof, incorporate or contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or 3 necessary to make the statements therein not misleading, all as of May 10th, 2001. Schedule 3.6b attached hereto contains all material developments in the business activity of the Company which occurred since May 10th, 2001. 3.7 Approvals. The execution and delivery of this Agreement, the issuance of the Issued Securities and the full performance of all other obligations and undertakings of the Company contemplated hereunder (including without limitation the granting of the registration rights, as set forth in section 7 below, and the exercise of such rights), will have been duly approved by the Board of Directors of the Company, and all other corporate actions required to authorize and give full effect to the sale of the Issued Securities and the granting of the registration rights, as set forth in Section 7 below, to the Investor will have been duly taken and approved. All acts required to be taken by the Company to authorize the execution and delivery of this Agreement, the performance of each of its obligations hereunder and the consummation of the transaction contemplated hereunder have been duly taken and are legally valid and in full force and effect. 3.8 No Violation. The execution and delivery of this Agreement, the issuance of the Issued Securities, the performance of and compliance with all other obligations and undertakings of the Company contemplated hereunder (including without limitation the granting of the registration rights, as set forth in section 7 below, and the exercise of such rights), will not result in a violation of, or conflict with, or constitute a default, or give rise to any right of termination, cancellation or acceleration or the loss of any benefit under: (i) the Memorandum of Incorporation and/or the Articles of Association of the Company; (ii) any note or contract, in any form, to which the Company is a party or by which it or any of its property is bound or affected. or (iii) any applicable law in any relevant jurisdiction, order, injunction, or judgment of any court or governmental bureau or authority, domestic or foreign, or any arbitration award applicable to it or any of its properties or assets having an adverse material effect on the Company. 3.9 Binding Obligation. This Agreement, when executed and delivered by or on behalf of the Company, shall constitute the valid and legally binding obligation of the Company, legally enforceable against the Company in accordance with its terms. There is no consent, approval, order, license, permit, action by, or authorization of, or filing with any governmental authority (including any notifications) or any person (the "Permits") that is required to be obtained or made on the part of the Company prior to the Closing that has not been, or will not have been, obtained by the Company prior to the Closing in connection with the valid execution, delivery, and performance of this Agreement, the offer, sale, or issuance of the Issued Shares or the granting of the registration rights, a set forth in Section 7 below. Schedule 3.9 includes all the Permits required to be obtained or filed by the Company under this Agreement. The Company will promptly notify the Investor in writing prior to the Closing if any of such Permits were not properly obtained or filed. 3.10 Other than as disclosed in the 20F Form or as disclosed in Schedule 3.10, the 4 Company has not received notice of any litigation, arbitration, or proceeding, in law or in equity, nor has it received notice of any proceeding of governmental investigation before any commission or other administrative authority, pending or threatened, against the Company and its subsidiaries, that may affect the Company's ability to issue the Issued Securities or to meet any of its obligations and undertakings under this Agreement. 3.11 Effectiveness. Each representation and warranty herein is deemed to be made on the date of this Agreement and shall survive and remain in full force and effect at the Closing. 4. Representations and Warranties of the Investor The Investor hereby represents and warrants to the Company, and acknowledges that the Company is entering into this Agreement in reliance thereon, as follows: 4.1 This Agreement, when executed and delivered by the Investor, will constitute a valid, binding, and enforceable obligation of the Investor. 4.2 The execution, delivery, and performance of the obligations of the Investor hereunder have been duly authorized by all necessary corporate action of the Investor. 4.3 It has been given access to information regarding the Company and the Issued Securities and has utilized that access to its satisfaction, in order to receive, and has received, all such information as aforesaid, as it considered necessary, required and advisable for deciding whether to purchase the Issued Securities and invest in the Company. The Investor further represents that it had an opportunity to ask questions and receive answers from the Company's representatives, concerning the Company and the Issued Securities and has had the opportunity to discuss the business plans, management, and financial affairs of the Company with the Company's management, and to visit the Company's facilities. The Investor has received from the Company information and documents, which it has requested; including all the Schedules attached to this Agreement, and has reviewed these Schedules. 4.4 The Investor is not a "US person" (a "US person"), as defined in the U.S. in Regulation S of the Securities Act of 1933, as amended; (the "Securities Act"), is not located in the United States, and is not acquiring the securities for the account or benefit of any U.S. person; No offer to purchase the securities was made to the Investor in the United States, nor was any selling effort made to the Investor in the United States with respect to the Issued Shares; At the time the buy order was originated and at the time this Agreement was executed and delivered, the Investor was outside the United States. Furthermore, the Investor is an "accredited investor" (as defined in Regulation D of the Securities Act), and has such business and financial experience as is required to protect its own interests in connection with its decision to purchase the Issued Shares. 5 4.5 The Investor represents and agrees that the Issued Securities are purchased only for investment, for its own account, and without any present intention to sell or distribute the Issued Securities. 4.6 The Investor understands, acknowledges and agrees that the Issued Securities have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons unless the Issued Securities are registered under the Securities Act and applicable state securities laws, or an exemption from the registration requirements of the Securities Act and such state securities laws is available. The Investor further understands, acknowledges and agrees that (a) the Warrant Shares have not been registered under the Securities Act, (b) the Warrant may not be exercised by or on behalf of any U.S. person unless registered under the Securities Act or an exemption from such registration is available and (c) any holder seeking to exercise the Warrant shall be required to give the Company (i) a written certification that it is not a U.S. person and the Warrant is not being exercised on behalf of a U.S. person or (ii) a written opinion of counsel to the effect that the Warrant and the Warrant Shares have been registered under the Securities Act and the applicable state securities laws or an exemption from such registration is available, which counsel and opinion shall be reasonably satisfactory to the Company. 4.7 It conducted such independent examinations as it deemed necessary and obtained to the extent it deemed necessary, its own professional accounting, tax, legal and financial advice, with respect to an investment in the Company and the purchase of the Issued Securities. 4.8 The execution of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance by the Investor with the provisions hereof, will not (i) result in any conflict with, breach of, or default (or give rise to any right of termination, cancellation or acceleration or the loss of any benefit) under any of the terms, conditions or provisions of any material agreement, permit or other instrument or obligation to which the Investor is a party, or by which the Investor or any of its properties or assets may be bound or (ii) violate any law or order applicable to it or any of its properties or assets having an adverse material effect on the Investor. No consent or approval by any governmental authority is required in connection with the execution by the Investor of this Agreement or the consummation by the Investor of the transactions contemplated hereby except for such actions, consents or approvals as will be obtained as of the Closing. 4.9 Each representation and warranty herein is deemed to be made on the date of this Agreement, and shall survive and remain in full force and effect at the Closing. 4.10 The Investor acknowledges that each certificate representing any of the Ordinary Shares shall be stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED AND SOLD IN AN "OFFSHORE TRANSACTION" IN RELIANCE UPON REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN 6 REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER IS AVAILABLE, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY. 5. Conditions Precedent 5.1 The obligations of the Investor to purchase the Issued Securities and transfer the Consideration is subject to the fulfillment at or before the Closing of each and every of the following conditions precedent, any one or more of which may be waived in whole or in part by the Investor, which waiver shall be in writing and at the sole discretion of the Investor: 5.1.1 Each and every representation and warranty made by the Company in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as if originally made on and as of the date of the Closing, 5.1.2 All covenants, agreements, and conditions contained in this Agreement to be performed or complied with by the Company prior to or at the Closing, including the delivery of documents pursuant to Section 2.2 above, shall have been fully performed or complied with by the Company prior to or at the Closing. 5.1.3 From the date hereof until the Closing, the Company shall not have issued, nor shall the Company have committed to issue, any securities or any instruments convertible into securities, other than (i) the issuance of options to employees of the Company and its subsidiaries, in the ordinary course of business, (ii) the issuance of Ordinary Shares upon the exercise of any of the Outstanding Warrants, or (iii) any issuance or commitment pursuant to bank financing or strategic investments at a per share value not less than the Per Share Price. 5.1.4 There shall not then be in effect any order or judgment enjoining or restraining the transactions contemplated by this Agreement and to the Company's best knowledge no suit, proceeding or investigation shall have been commenced by any governmental authority or private person on any ground, restraining, enjoining or hindering, the transaction contemplated herein. 5.1.5 There shall not then be in effect any law, rule or regulation prohibiting or restricting such purchase, or requiring any consent, approval or notification of any person which shall not have been obtained or filed, to purchase the Issued Securities and the Company has already received all of the consents and approvals specified in Schedule 3.9 attached hereto. 7 5.1.6 From the date hereof until the Closing, there will have been no event or occurrence which alone or together with any other event, change or occurrence would have or would be likely to have a material adverse change on the financial position, business condition, properties, assets, prospects, or results of operation of the Company ("Material Adverse Change"). The Company shall promptly notify the Investor in writing of any Material Adverse Change. 5.1.7 The Company shall deliver to the Investor a letter from the Company's legal counsel and US legal counsel in the form attached hereto as Schedule 5.1.7. 5.2 The obligation of the Company to issue the Issued Securities to the Investor is subject to the fulfillment at or before the Closing of the following conditions precedent, any one or more of which may be waived in whole or in part by the Company, which waiver shall be in writing and at the sole discretion of the Company: 5.2.1 The representations and warranties made by the Investor in this Agreement shall have been true and correct in all material respects when made, and as of the Closing as if made on the date of the Closing. 5.2.2 All covenants, agreements, and conditions contained in this Agreement to be performed or complied with by the Investor prior to or at the Closing. 5.2.3 The Investor has secured all permits, consents, waivers, and authorizations, if any, that shall be required from them under law or contract to lawfully consummate this Agreement. 5.2.4 There shall not then be in effect any order enjoining or restraining the transactions contemplated by this Agreement. 5.2.5 There shall not then be in effect any law, rule or regulation prohibiting or restricting such sale, or requiring any consent or approval of any person which shall not have been obtained to issue the Issued Shares. 6. Affirmative Covenants 6.1 Confidentiality 6.1.1 The Investor agrees that any Confidential Information (defined below) obtained pursuant to this Agreement, or provided to the Investor prior to or after the Closing, will not be disclosed without the prior written consent of the Company; provided that, in connection with periodic reports to its shareholder or partners, the Investor may, without first obtaining such written consent, make general statements, not containing technical or specific business information, regarding the nature and progress of the Company's business; and provided further, that the Investor may provide summary information regarding the Company's financial information in its reports to its respective shareholders or partners, but may not annex to such 8 reports the full financial information to be provided hereunder by the Company. All of the above shall be subject to the explicit reporting requirements pertaining to the Investor under all applicable laws, orders and judgments (including the Israeli Securities Law 1968). 6.1.2 For the purposes of this Section 6.1, "Confidential Information" shall mean all information, including, but not limited to, financial information, business plans, budgets, customer lists, computer software, source codes, plans, drawings, technical specifications, patents, copyrights, and other intellectual property rights, in any form (paper, disk, or other), relating to the business of the Company. However, Confidential Information shall not include information which (a) was in the Investor's possession prior to its disclosure, as shown by prior written records; (b) is or becomes available to the public through no fault of the Investor; (c) was disclosed to the public by operation of law, (including any court order or judgment); or (d) is rightfully received by the Investor from a third party without a duty of confidentiality. 6.2 Use of Proceeds. The Company will use the net proceeds of the issuance and sale of the Issued Securities (the "Proceeds") for working capital and general corporate purposes, as determined by the Company's Board of Directors from time to time. The Company is currently negotiating the rescheduling of its long-term debts and subject to the completion of such rescheduling, it is the Company's intention not to use the Proceeds to make short term repayment of the Company's long term debt. 6.3 Lock-up and Restrictions. The Investor shall undertake that until the first anniversary of the Closing, it shall not sell, transfer, assign, encumber, pledge or otherwise dispose or undertake to dispose ("Sell") any or all of the Issued Securities. Thereafter at any time, from time to time, the Investor may, subject to applicable securities laws and Section 4.6 hereof, Sell all or any portion of its Issued Shares, Warrant Shares and its Warrants provided that only with respect to the Warrants the Investor may only sell, transfer and assign its Warrants and such right on two occasions, to no more than five (5) transferees on each occasion, provided that on the second such occasion the Investor shall reimburse the Company with any and all direct costs incurred by the Company connected with such sale, transfer or assignment of Warrants including any registration costs. The above lock-up and restrictions shall not apply in the event of a sale of 40% or more of the Company's share capital to a single or affiliated purchasers provided that such purchasers shall assume such lock-up provisions and restrictions in relation to any Issued Shares purchased from the Investor in accordance with the terms herein (for the avoidance of doubt, the calculation of the above 40%, may include the Issued Shares held by the Investor). 6.4 Stamp Duty. Within 30 days from the Closing the Company shall pay stamp duty as applicable and shall provide the Investor with receipt of payment. 6.5 Secretary' s Confirmation.Within 30 days from the Closing the Company Secretary shall provide the Investor with confirmation that the Investor has been registered in the Company's Shareholder Register, in accordance with the Companies Law 1999, as a member of the Company holding the Issued Shares. 7. Registration Rights 9 The Issued Securities shall have registration rights as set forth in Schedule 7 attached hereto. 8. Miscellaneous 8.1 Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this agreement and the intentions of the parties as reflected thereby. 8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to the rules respecting conflict of law. All disputes, controversies, differences or questions arising out of or relating to this Agreement, or to the validity, interpretation, breach, violation of any term hereof, shall be adjudicated by the courts of competent jurisdiction sitting in Tel Aviv. Anything to the contrary notwithstanding, the provisions of this Section 8.2 shall not apply to the Registration Rights Agreement, which shall be subject to the provisions thereof. 8.3 Successors and Assigns; Assignment. 8.3.1 Except as otherwise expressly stated to the contrary herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns under law, heirs, executors, and administrators of the parties hereto. 8.3.2 The assignment or transfer of any of the Issued Shares, other than pursuant to a Registration Statement shall confer upon the transferee all of the rights, privileges, and obligations set forth in, arising under, or created by this Agreement, as they relate to the assigned or transferred shares, without any further consent being required, provided however, that any such transfer or assignment shall not include any of the warranties and representations of the Company under Section 3 of this Agreement and any such transferee or assignee shall not have any claim and/or right towards the Company with respect to any such warranties and representations, and provided further that such assignment shall with respect to the Registration Rights Agreement, only be assigned pursuant to Schedule 7. 8.4 Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the Parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the Parties, including the Term Sheet executed by the Parties, are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged (either prospectively or retroactively, and either generally or in a particular instance), by written consent of the parties hereto, other than the Registration Rights Agreement which may only be amended as set forth therein). 8.5 Notices, etc. All notices and other communications required or permitted 10 hereunder to be given to a party to this Agreement shall be in writing and shall be telecopied or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such party's address as set forth below: If to the Investor: to such address and by facsimile as set forth in Schedule 1.1 attached hereto. With a Copy: Gadi Ouzan/Almog Geva Shiboleth, Yisraeli, Roberts, Zisman & Co 46 Montefiore St., Tel Aviv 65201, Israel Facsimile: 972-3-7103322 If to the Company: Nur Macroprinters Ltd. Attn: Hillel Kremer, CFO 12 Abba Hilel Silver Street Lod, Israel Facsimile: (972) 8 921-8918 With a Copy: Simon Jaffa Shimonov, Barnea & Co. 3A Jabotinsky Street, Ramat Gan 52520, Israel Facsimile: (972) 3 613 3355 or such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section 8.5 shall be effective (i) if mailed, five (5) business days after mailing, (ii) if sent by messenger, upon delivery, and (iii) if send via telecopier, upon transmission and telephonic confirmation of receipt. The term "business day" shall mean any Monday through Friday on which the banks in Israel are open for business. 8.6 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. Unless otherwise provided by law, all remedies, either under this Agreement, or 11 under law, or otherwise afforded to any of the parties, shall be cumulative and not alternative. 8.7 Counterparts; Facsimiles. This Agreement may be executed in any number of counterparts, each of whom shall be deemed an original and enforceable against the parties actually executing such counterpart and all of which together shall constitute one and the same instrument. Each party may rely on the other party's facsimile signatures as original binding commitments of such other party. 8.8 Heading, Preamble, and Schedules. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The Preamble and Schedules are an integral and inseparable part of this Agreement. 8.9 Stamp Duty. The Company will bear any and all applicable stamp duty on the issuance of the Issued Securities. 8.10 Representations. Any untrue, incorrect, or misleading representation or warranty made by the Parties hereto, shall be deemed for all purposes as a breach of this Agreement. Each party's liability pursuant to a breach of this Agreement shall be limited to the amount of the Consideration. IN WITNESS WHEREOF the parties have signed this Agreement. Nur Macroprinters Ltd. By: ----------------------- Date: --------------------- The Investment Corp. of United Mizrahi Bank Ltd. By: ----------------------- Date: --------------------- 12 List of Schedules Schedule 1.1 - Investor's address, number of shares purchased, Consideration. Schedule 1.3 - Form of Warrant Schedule 3.1 Articles and Memorandum of Association Schedule 3.4a Outstanding Warrants and Shareholders Schedule 3.6a List of filings since the 20-F Schedule 3.6b Material developments since May 10th 2001 Schedule 3.9 Required Permits Schedule 5.1.7 Legal opinions Schedule 7 Registration Rights Schedule 1.1 The Investor Name: The Investment Corp. of United Mizrahi Bank Ltd. Address: 37 Shaul Hamelech Blvd. Tel-Aviv 61336 P.O.Box 33676 Tel-Aviv 61336 Facsimile: (972) 3 6083100 Number of Issued Shares: 2,333,333 Consideration in $US: 6,999,999 Warrant Shares: 612,500 EX-4 4 ex4-8.txt EXHIBIT 4.8 EXHIBIT 4.8 WARRANT THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW. to purchase Ordinary Shares of NUR MACROPRINTERS LTD. at a price of $4.50 per share VOID AFTER 17:00 p.m. (prevailing Tel Aviv time) On the Expiration Date (as hereinafter defined) in favor of The Investment Corp. of United Mizrahi Bank Ltd. No. W- NUR MACROPRINTERS LTD., an Israeli company with its principal offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"), hereby grants to The Investment Corp. of United Mizrahi Bank Ltd. (the "Holder"), the right to purchase, subject to the terms and conditions hereof, up to Six Hundred and Twelve Thousand, Five Hundred (612,500) of the Company's Ordinary Shares, par value NIS 1.0 per share ("Ordinary Shares"), exercisable at any time from time to time, on or after the date hereof (the "Effective Date"), and until the fourth anniversary of such date (the "Expiration Date"). -2- (Hereinafter: (i) the Ordinary Shares purchasable hereunder or any other securities which may be issued by the Company in substitution therefor, are referred to as the "Warrant Shares"; (ii) the price of Four United States Dollars and Fifty Cents ($4.50) payable hereunder for each of the Warrant Shares, as adjusted in the manner set forth hereinafter, is referred to as the "Exercise Price" and (iii) this Warrant and all warrants hereafter issued in exchange or substitution for this Warrant are referred to as the "Warrants". The Exercise Price and the number of Warrant Shares are subject to adjustment as hereinafter provided.) 1. Warrant Period; Exercise of Warrant 1.1 (a) This Warrant may be exercised in whole at any time, or in part from time to time, beginning on the date hereof until the Expiration Date (the "Warrant Period"), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof as Exhibit A), along with the Exercise Certificate or the Exercise Opinion (each as defined in Section 1.1(b) below), at the principal office of the Company, set forth above, together with proper payment of the Exercise Price multiplied by the number of Warrant Shares for which the Warrant is being exercised. Payment for Warrant Shares shall be made by certified or official bank check or checks, payable to the order of the Company or by wire transfer to an account to be designated in writing by the Company. Payments shall be made in United States dollars. (b) This Warrant may not be exercised unless the Holder delivers to the Company (a) written certification that it is not a "U.S. person" (as defined in Regulation S under the Securities Act) and the Warrant is not being exercised on behalf of a U.S person (an "Exercise Certificate") or (b) a written opinion of counsel to the effect that the Warrant and the Warrant Shares have been registered under the Securities Act and applicable state securities laws or an exemption from such registration is available, which counsel and opinion shall be reasonable satisfactory to the Company ("Exercise Opinion"). 1.2 If this Warrant should be exercised in part, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder to purchase the remainder of the Ordinary Shares purchasable hereunder. The Company shall pay any and all expenses, taxes and other charges that may be payable in connection with the issuance of the Warrant Shares and the preparation and delivery of share certificates pursuant to this Section 1 in the name of the Holder (including without limitation the applicable stamp duty), and to the extent required, the execution and delivery of a new Warrant, provided, however, that the Company shall only be required to pay taxes which are due as a direct result of the issuance of the Ordinary Shares or other securities, properties or rights underlying such Warrants (such as the applicable stamp duty), and will not be required to pay any tax which may be (i) due as a result of the specific identity of the Holder or (ii) payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 1.3 No fractions of Ordinary Shares shall be issued in connection with the exercise of this Warrant, and the number of Ordinary Shares issued shall be rounded down to the nearest whole number. -3- 1.4 Upon the issuance of Ordinary Shares resulting from the exercise in whole or in part of this Warrant, the Company shall deliver to the Holder the following (i) a true and correct copy of duly completed notice of the issuance of the issued shares to the Israeli Registrar of Companies in the form and substance acceptable for immediate filing with the Israeli Registrar of Companies (ii) an irrevocable letter of instructions to the Company's transfer agent to issue as soon as is reasonably practicable to the Holder share certificates reflecting the Warrant Shares exercised thereby, together with any and all other documents required for the issuance of such certificates by the transfer agent. 1.5 Secretary' s Confirmation Within 30 days from the issuance of the Ordinary Shares the Company Secretary shall provide the Holder with confirmation that the Holder has been registered in the Company's Shareholder Register in accordance with the Companies Law, 1999, as a member of the Company holding the Warrant Shares and that the applicable stamp duty has been paid by the Company. 2. Reservation of Shares The Company covenants that: (i) at all times during the Warrant Period it shall have in reserve, and will keep available solely for issuance or delivery upon exercise of the Warrant, such number of Ordinary shares as shall be issuable upon the exercise thereof, and (ii) upon exercise of the Warrant and payment of the Exercise Price therefor, the Warrant Shares issuable upon such exercise will be validly issued, fully paid, nonassessable, free and clear from any lien, encumbrance, pledge or any other third party right and not subject to any preemptive rights. 3. Adjustments to Exercise Price and Number of Securities. 3.1 Subdivision and Combination. In case the Company shall at any time subdivide or combine the outstanding Ordinary Shares, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 3.2 Stock Dividends and Distributions. In case the Company shall pay a dividend on, or make a distribution of, Ordinary Shares or of the Company's capital stock convertible into Ordinary Shares, the Exercise Price shall forthwith be proportionately decreased. An adjustment made pursuant to this Section 3.2 shall be made as of the record date for the subject stock dividend or distribution. 3.3 Adjustment in Number of Securities. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 3, the number of Ordinary Shares issuable upon the exercise of each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Ordinary Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 3.4 Definition of Ordinary Shares. For the purpose of this Agreement, the term "Ordinary Shares" shall mean (i) the class of stock designated as Ordinary Shares in the Articles of Association of the Company as may be amended as of the date hereof, or (ii) any other class of -4- stock resulting from successive changes or reclassifications of such Ordinary Shares consisting solely of changes in nominal value, or from nominal value to no nominal value, or from no nominal value to nominal value. 3.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made if the amount of said adjustment shall be less than 2 cents ($.02) per Ordinary Share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least 2 cents ($.02) per Ordinary Share. 3.6 Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company with, or merger of the Company into, (other than a merger which does not result in any reclassification or change of the outstanding Ordinary Shares), the Company shall cause the corporation formed by such consolidation or merger to execute and deliver to the Holder a supplemental warrant agreeement providing that the Holder of the Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consilidation or merger, by a holder of the number of Ordinary Shares of the Company for which such Warrant might have been exercised immediately prior ro such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be identical to the adjustments provided in Section 3. The above provision of this Subsection shall similarly apply to successive consolidations or mergers. 4. Notices to Warrant Holders. Nothing contained in this Agreement shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the Expiration Date, any of the following events shall occur: (a) the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) the Company shall offer to all the holders of its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events, the Company shall give to the Holder written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. 5. Non-Transferability -5- (a) The Holder covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof. The Holder shall not sell, transfer, assign, encumber, pledge or otherwise dispose or undertake to dispose of ("Sell") the Warrants until the first anniversary of the Effective Date. Thereafter, the Holder may, subject to applicable securities laws, Sell, all or any portion of the Warrants, provided that the Holder may only Sell the Warrants on two occasions, to no more than five (5) transferees on each occasion, provided further that on the second such occasion the Holder shall reimburse the Company with any and all direct costs incurred by the Company connected with such sale, transfer or assignment including any reasonable registration costs. (b) Unless registered, the Warrant Shares issued upon exercise of the Warrants shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear legend substantially similar to the following: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT. ACCORDINGLY, SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT." 6. Loss, etc. of Warrant Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable direct expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 7. Registration Rights Holders of the Ordinary Shares shall be entitled to all of the rights and privileges relating to registration rights afforded to the Holders under that certain Share and Warrant Purchase Agreement dated January __, 2002 (including the Registration Rights Agreement attached thereto) incorporated herein by reference and expressly made a part hereof. 8. Headings The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 9. Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or seven (7) days after deposit with the Post Authority, for dispatch by registered or certified mail, postage prepaid and addressed to the Holder at the address set forth in the Company's books and to the Company at the address of its principal offices set forth above, or when given -6- by telecopier or other form of rapid written communication, provided that confirming copies are sent by such airmail. 10. Governing Law This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Israel (regardless of the laws that might otherwise govern under applicable Israel principles of conflicts of law). The Parties hereto shall submit to the exclusive jurisdiction of the competent Courts of Tel-Aviv any dispute or matter arising out of or connected with this Warrant. Anything to the contrary notwithstanding, the provisions of this Section 10 shall not apply to the Registration Rights schedule, which shall be subject to the provisions thereof. 11. Entire Agreement; Amendment and Waiver This Warrant and the schedule hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Warrant may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of both the Holder and the Company. IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above. NUR MACROPRINTERS LTD. By: ____________________________________ /title Agreed and Accepted: The Investment Corp. of United Mizrahi Bank Ltd. By: _____________________________________ /title 194457/2 -7- EXHIBIT A WARRANT EXERCISE FORM Date:____________________ To: Nur Macroprinters Ltd. Re: Exercise of Warrant The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. at $4.50 per Ordinary Share. Payment to the Company of the total purchase price for such shares has been made simultaneously with the delivery of this exercise of warrant. By: ___________________ EX-4 5 ex4-9.txt EXHIBIT 4.9 EXHIBIT 4.9 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the __day of January, 2002 by and among: NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and The Investment Corp. of United Mizrahi Bank Ltd., a company organized under the laws of the State of Israel, registered under number 52-002457-1, with offices at 37 Shaul Hmelech Blvd. Tel-Aviv (the "Holder"). RECITALS: WHEREAS the Holder has purchased from the Company 2,333,333 Ordinary Shares of the Company, par value NIS 1.0 per share (the "Ordinary Shares") pursuant to the Investment Agreement (as defined below); and WHEREAS pursuant to the Investment Agreement (as defined below), the Company has issued to the Holder a certain Warrant dated January 17th, 2002, (the "Warrant") to purchase a further 612,500 Ordinary Shares (the "Warrant Shares"); and WHEREAS the Company hereby undertakes to register the Ordinary Shares purchased pursuant to the Investment Agreement and the Warrant Shares underlying the Warrant in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Definitions. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Investment Agreement (as defined below). As used herein, the following terms have the following meanings: "Commission" refers to the Securities and Exchange Commission. "Effective Date" means the one-year anniversary of the date of the Closing as defined in the Investment Agreement. "Investment Agreement" means that certain Share and Warrant Purchase Agreement, dated January __, 2002, between the Company and the Holder, "Register", "registered", and "registration" refer to a registration effected by filing a registration statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement, or the equivalent actions under the laws of another jurisdiction. "Registrable Shares" means the Ordinary Shares purchased by the Holder pursuant to the Investment Agreement and any Ordinary Shares exercised under the Warrant (as defined therein). "Securities Act" shall mean the U.S. Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 2. Incidental Registration. If the Company at any time following the Effective Date, proposes to register any of its securities, (other than a registration statement on Form S-8 or any successor form for securities to be offered to employees of the Company pursuant to any employee benefit plan or a registration statement on form F-4 or any other successor form), for its own account or for the account of any other person, it shall give notice to the Holder of such intention. Upon the written request of the Holder given within twenty (20) days after receipt of any such notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered in the manner requested by the Holder. Notwithstanding any other provision of this Section 2, with respect to an underwritten public offering by the Company, if the managing underwriter advises the Company in writing that marketing or other factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by the Holder and by other shareholders of the Company who are entitled to have their shares included in such registration, pro rata among them to the extent necessary to satisfy such limitation. To the extent Registrable Securities are excluded from such underwriting, the Holder shall agree not to sell its Registrable Shares included in the registration statement for such period, not to exceed 180 days, as may be required by the managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to enable the Holder to complete the distribution and resale of its Registrable Shares Notwithstanding the provisions of this Section 2, the Company shall have the right at any time after it shall have given notice to the Holder, to elect not to file any such proposed registration statement; provided, however, that each key officer and director of the Company and each person who, at the time of the proposed filing of such public offering, beneficially owns 1% or more of the outstanding capital stock of the Company, on a fully-converted, fully-diluted basis, shall enter into the same agreement. 3. Demand Registration. (a) Following the Effective Date and subject to Section 5.2, the Holder is entitled once to request in writing that all or part of the Registrable Shares shall be registered under the Securities Act ("Demand"). Such Demand must request the registration of shares in a minimum of two million United States Dollars ($2,000,000). Thereupon, the Company shall effect the registration, on Form F-1 or on Form F-3 (or any successor form for securities to be offered in a transaction of the type referred to in Rule 415 under the Securities Act, and any related qualification or compliance), of all Registrable Shares as to which it has received such request for registration as promptly as practicable; provided, however, 2 that the Company shall not be required to effect any registration under this Section 3 within a period of 180 (one hundred and eighty) days, (but shall be required to prepare and file the registration statement within such period), following the effective date of a previous registration in which the Holder had the right to participate pursuant to Section 2 (Should the lock-up in accordance with Section 11 below be for a period shorter than 180 days, then the 180 period of the preceding sentence shall be shortened accordingly). (b) In the event that the Holder shall exercise the Warrants in full (according to the terms of the Investment Agreement), and prior to such exercise the Holder shall also have exercised the Demand, then the Holder shall be entitled to one additional demand registration (on F-1 or F-3 forms, if available) with respect to the Warrant Shares, and the provisions of this Section 3 shall apply to such demand registration. (c) The Company represents as at the date hereof that it satisfies the Registrant Requirements (as defined in the general instructions for Form F-3) for the use of Form F-3 for the registration of the resale of securities under the Securities Act. 4. Delay of Registration. The Company may delay the filing or effectiveness of any registration statement prepared pursuant to Section 3 for a period of up to 180 days after the date of a request for registration pursuant to Section 3, if the Company determines in good faith that (a) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization, or other material transaction by or of the Company, and (b) disclosure of such information would jeopardize any such transaction or otherwise materially harm the Company; provided, however, that the Company may exercise such right to delay the filing of a registration statement only once and that such delay period will not delay the effectiveness of a registration statement demanded under Section 3, beyond a period of 180 days following the effective date of a previous registration. 5. Termination of Registration Rights 5.1 The Holder shall not be entitled to exercise any right provided for in Sections 2 or 3 hereof, after four years following the date of the Closing of the Investment Agreement. 5.2 In addition, the right of the Holder to request registration pursuant to Sections 2 and 3 shall terminate upon such date that all shares of Registrable Securities held or entitled to be held upon exercise by the Holder may be sold under Rule 144(k) (or any successor rule), provided, however, that if, at such time the Holder beneficially owns 7% or more of the outstanding share capital of the Company, on a fully-converted, fully-diluted basis, then the Holder shall have the right to request one additional registration of Registrable Shares pursuant to Section 3 which right shall terminate at such time as the Holder's beneficial ownership falls below 7%. 6. Designation of Underwriter. 3 6.1 In the event of any registration effected pursuant to Section 3, the Holder may provide its recommendation of candidates to be the managing underwriter(s) in any underwritten offering and the Company shall have the discretion, subject to the Holder's approval (such approval not to be unreasonably withheld), to accept such candidate or offer a different managing underwriter(s). 6.2 In the case of any registration initiated by the Company, the Company shall have the right to designate the managing underwriter. 7. Expenses. All expenses incurred in connection with any registration under Section 2 or Section 3 shall be borne by the Company provided, however, that the Holder shall pay its pro rata portion of the discounts payable to any underwriter. 8. Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Agreement: 8.1 The Company will indemnify and hold harmless, to the fullest extent permitted by law, the Holder and any underwriter for the Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs, and expenses (including any amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs, or expenses arise out of are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented (including, in each case, all documents incorporated by reference therein, as such documents may have been updated by later dated documents), or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or the Securities and Exchange Act of 1934, or any rules or regulations promulgated thereunder, and the Company will reimburse the Holder, such underwriter, and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by them in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with such loss, claim, damage, liability, action, or proceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost, or expense arises solely out of or is based solely upon an untrue statement or alleged untrue statement, or omission or alleged omission, so made in conformity with information furnished to the Company in writing by the Holder, such underwriter, or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this Sub-Section 8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the 4 consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder, the underwriter, or any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder. 8.2 The Holder participating in a registration hereunder will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs, or expenses (including any amount paid in any settlement effected with the Holder's consent, which consent shall not be unreasonably withheld) to which the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs, or expense arise out of or are based on (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented (including, in each case, all documents incorporated by reference therein, as such documents may have been updated by later dated documents), or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or the Securities and Exchange Act of 1934, or any rules or regulations promulgated thereunder and the Holder will reimburse the Company, any underwriter, and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with such loss, claim, damage, action, or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished in a certificate by the Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement), or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim, or damage at or prior to the time such furnishing is required by the Security Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this Sub-Section 8.2 shall not apply to amounts paid in settlement of any such claim loss, damage, liability, or action if such settlement is effected without the consent of the Holder, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of the Holder exceed the gross proceeds from the offering received by the Holder. 8.3 Promptly after receipt by an indemnified party pursuant to the provisions of Section 8.1 or 8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified 5 party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 8.1 or 8.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party shall only relieve it from any liability which it may have to any indemnified party to the extent that such indemnifying party has been damaged by such omission to notify hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and if in the reasonable judgment of the indemnified party there are separate defenses that are available to the indemnified party or there is a conflict of interest which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select, at the expense of the indemnifying party, separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided, further, however, that if the Holder is the indemnified party, the Holder shall be entitled to one separate counsel at the expense of the Company and if underwriters are also indemnified parties who are entitled to counsel separate from the indemnifying party, then all underwriters as a group shall be entitled to one separate counsel at the expense of the Company. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 8.1 or 8.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party's intention to employ separate counsel pursuant to the previous sentence, (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party or (iv) the indemnifying party has authorized the employment of counsel but such party or counsel fails to vigorously defend the action. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 8.4 If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties' relative knowledge and access to information concerning the matter with respect to which the right to indemnification was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable consideration appropriate under the circumstances. In no event shall any party that is found liable for fraudulent misrepresentation within the meaning of Section 1(f) of the Securities Act be entitled to contribution hereunder 6 from any party not found so liable, and in no event shall any contribution from the Holder be more than the gross proceeds that it receives from the offering . 9. Obligations of the Company. Whenever required under this Agreement to effect the registration of any Registrable Shares, the Company shall, as expeditiously as possible: 9.1 Prepare and file with the Commission a registration statement with respect to such Registrable Shares and use its best efforts to cause such registration statement to become effective with the Commission or pursuant to the Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holder, and, upon the request of the Holder, keep such registration statement effective for a period of up to 2 years for any registration under Form F3 (which shall be kept effective subject to the provisions of Rule 415), or for 9 months for any registration under F1, or if sooner until the distribution contemplated in the registration statement has been completed. 9.2 Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such registration statement. 9.3 Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirement of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them. 9.4 In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. The Holder participating in such underwriting shall also enter into and perform its obligations under such agreement. 9.5 Notify each holder of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly amend such prospectus by filing a post effective supplement so that such prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and deliver copies thereof to the Holder. 9.6 Cause all Registrable Shares registered pursuant hereunder to be listed on each securities exchange or Nasdaq on which similar securities issued by the Company are then listed. 7 9.7 Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration. 9.8 Furnish, at the request of the Holder, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holder, and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters, if any, and to the Holder. 10.9 Promptly notify the Holder, if the Holder is selling Registrable Securities covered by a registration statement, of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement. 10.10 Conditions to Registration. The Company shall not be obligated to effect the registration of the Registrable Shares pursuant to this Agreement unless the Holder participating therein consents to customary conditions of a reasonable nature that are imposed by the Company, including, but no limited to, the following: (a) conditions requiring the Holder to comply with all applicable provisions of the Securities Act and the United States Securities Exchange Act of 1934, as amended, (the "Exchange Act"), including, but not limited to, the prospectus delivery requirements; and (b) conditions prohibiting the Holder, upon receipt of written notice from the Company that it is required by law to correct or update the registration statement or prospectus, from effecting sales of the Registrable Shares until the Company has completed the necessary correction or updating. 10. Lock-Up. In any registration of the Company's shares, the Holder acknowledges that any sales of Registrable Shares may be subject to a "lock-up" period restricting such sales up to one hundred and eighty (180) days following, the effective date of such registration, and the Holder will agree to abide by such customary "lock-up" period as is required by the underwriter in such registration; provided, however, that other than pursuant to a registration under Section 3, each key officer and director of the Company and each person who, at the time of the proposed filing of such public offering, beneficially owns 1% or more of the outstanding capital 8 stock of the Company, on a fully-converted, fully-diluted basis, shall enter into the same agreement. 11. Customary Arrangements. The Holder may not participate in any underwritten offering pursuant to a registration filed hereunder unless such person (a) agrees to sell such person's securities on the basis provided in customary underwriting arrangements, and (b) provides any relevant information and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents required under the terms of such underwriting arrangements; provided, however, that the Holder participating in the underwritten registration may appoint one legal or other representative to negotiate the underwriting arrangements. 12. Public Information. The Company shall undertake to make publicly available and available to the Investors adequate current public information within the meaning of, and as required pursuant to, Rule 144 and shall use its reasonable best efforts to satisfy the Registrant Requirements for the use of Form F-3 during the term of this Agreement. 13. Non-United States Offering. In the event of a public offering of securities of the Company outside of the United States, the Company will afford the Holder registration rights in accordance with applicable law and comparable in substance to the foregoing registration rights. 14. Assignment of Registration Rights. The rights to cause the Company to register Registrable Shares pursuant to this Agreement may only be assigned by the Holder (the "Assignment") under the following conditions: (i) the Assignment shall be concurrent with the sale or transfer of Registrable Shares and only with respect to the transferred Registrable Shares; (ii) pursuant to the Assignment, the Holder may only assign the Registration Rights on up to two occasions, to no more than five transferees on each occasion; (iii) the assignees of the Registration Rights may not further assign the Registration Rights; (iv) the right to request the Demand (whether in relation to Registrable Shares held by the Holder and/or by any assignee) may only be exercised by the Holder. provided (a) the Company, is upon such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement. 15. Changes in Registrable Securities. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, 9 combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Registrable Securities as so changed. Without limiting the generality of the foregoing, the Company will require any successor by merger or consolidation to assume and agree to be bound by the terms of this Agreement, as a condition to any such merger or consolidation. 16. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (including, without limitation, the term sheet entered into between the Company and the Holder, and any and all negotiations and oral understandings with respect thereto) and any and all registration rights that the Company had previously granted to any party hereto in any capacity whatsoever. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein. 17. Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York, as such laws are applied to agreements between State of New York residents entered into and to be performed entirely within State of New York, whether or not all parties hereto are residents of State of New York. Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 18. Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon receipt by the party to be notified (including by telecopier, receipt confirmed) or three (3) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified (a) if to a party other than the Company, at such party's address set forth in the preamble to this Agreement at such other address as such party shall have furnished the Company in writing, or, until any such party so furnishes an address to the Company, then to and at the address of the last holder of the shares covered by this Agreement who has so furnished an address to the Company, or (b) if to the Company, at its address set forth in the preamble to this Agreement or at such other address as the Company shall have furnished to the parties in writing. 19. Severability. Any invalidity, illegality or limitation on the enforceability of this Agreement or any part thereof, by any party whether arising by reason of the law of the respective party's domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other parties. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 10 20. Titles and Subtitles. The titles of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures. 11 IN WITNESS WHEREOF the parties have signed this Agreement. Nur Macroprinters Ltd. By: ______________________ Date: _____________________ The Investment Corp. of United Mizrahi Bank Ltd. By: __________________ Date: _________________ 12 EX-4 6 ex4-10.txt EXHIBIT 4.10 Exhibit 4.10 -1- WARRANT THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW. to purchase Ordinary Shares of NUR MACROPRINTERS LTD. at a price of $5.00 per share VOID AFTER 17:00 p.m. (prevailing Tel Aviv time) On the Expiration Date (as hereinafter defined) in favor of BANK HAPOALIM B.M. No. W-1 NUR MACROPRINTERS LTD., an Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the "Company"), hereby grants to Bank Hapoalim B.M. (the "Holder"), the right to purchase, subject to the terms and conditions hereof, up to Seventy Thousand (70,000) of the Company's Ordinary Shares, par value NIS 1.0 per share ("Ordinary Shares"), exercisable at any time from time to time, on or after the second anniversary of the date hereof (the "Effective Date"), and until the second anniversary of such date (the "Expiration Date"), provided that the Company has not, prior to the exercise or transfer of this Warrant, prepaid to the Holder the sum of 5.80 Million United States Dollars ($5,800,000) of the Long Term Debt as defined under the terms and conditions of a certain document entitled "Misgeret Ashrai" signed on 10.02.02 by and among the Holder and the Company (the "Rescheduling Agreement"). For the avoidance of doubt, it is hereby clarified that the prepayment of the above-mentioned 5.80 Million United States Dollars ($5,800,000) shall mean the payment of 5.80 -2- Million United States Dollars ($5,800,000) in advance of the payment schedule provided for in the Rescheduling Agreement. In addition for the avoidance of doubt, it is hereby clarified that following the exercise or transfer of this Warrant in accordance with the terms hereof, such prepayment of Long Term Debt shall not cancel or otherwise lessen, limit or prejudice the rights of the Holder or transferee under the Warrant, which rights shall remain in full force notwithstanding any prepayment. (Hereinafter: (i) the Ordinary Shares purchasable hereunder or any other securities which may be issued by the Company in substitution therefor, are referred to as the "Warrant Shares"; (ii) the price of Five United States Dollars ($5.00) payable hereunder for each of the Warrant Shares, as adjusted in the manner set forth hereinafter, is referred to as the "Exercise Price" and (iii) this Warrant and all warrants hereafter issued in exchange or substitution for this Warrant are referred to as the "Warrants". The Exercise Price and the number of Warrant Shares are subject to adjustment as hereinafter provided.) 1. Warrant Period; Exercise of Warrant 1.1 (a) This Warrant may be exercised in whole at any time, or in part from time to time, beginning on the Effective Date until the Expiration Date (the "Warrant Period"), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof as Exhibit A), along with the Exercise Certificate or the Exercise Opinion (each as defined in Section 1.1(b) below), at the principal office of the Company, set forth above, together with proper payment of the Exercise Price multiplied by the number of Warrant Shares for which the Warrant is being exercised. Payment for Warrant Shares shall be made by certified or official bank check or checks, payable to the order of the Company or by wire transfer to an account to be designated in writing by the Company. Payments shall be made in United States dollars. (b) This Warrant may not be exercised unless the Holder delivers to the Company (a) written certification that it is not a "U.S. person" (as defined in Regulation S under the Securities Act) and the Warrant is not being exercised on behalf of a U.S person (an "Exercise Certificate") or (b) a written opinion of counsel to the effect that the Warrant and the Warrant Shares have been registered under the Securities Act and applicable state securities laws or an exemption from such registration is available, which counsel and opinion shall be reasonable satisfactory to the Company ("Exercise Opinion"). 1.2 If this Warrant should be exercised in part, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder to purchase the remainder of the Ordinary Shares purchasable hereunder. The Company shall pay any and all expenses, taxes and other charges that may be payable in connection with the issuance of the Warrant Shares and the preparation and delivery of share certificates pursuant to this Section 1 in the name of the Holder, and to the extent required, the execution and delivery of a new Warrant, provided, however, that the Company shall only be required to pay taxes which are due as a direct result of the issuance of the Ordinary Shares or other securities, properties or rights underlying such Warrants (such as the applicable stamp duty), and will not be required to pay any tax which may be (i) due as a result of the specific identity of the Holder or (ii) payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to -3- the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 1.3 No fractions of Ordinary Shares shall be issued in connection with the exercise of this Warrant, and the number of Ordinary Shares issued shall be rounded down to the nearest whole number. 2. Reservation of Shares The Company covenants that: (i) at all times during the Warrant Period it shall have in reserve, and will keep available solely for issuance or delivery upon exercise of the Warrant, such number of Ordinary shares as shall be issuable upon the exercise thereof, and (ii) upon exercise of the Warrant and payment of the Exercise Price therefor, the Warrant Shares issuable upon such exercise will be validly issued, fully paid, nonassessable, free and clear from any lien, encumbrance, pledge or any other third party right and not subject to any preemptive rights. 3. Adjustments to Exercise Price and Number of Securities. 3.1 Subdivision and Combination. In case the Company shall at any time subdivide or combine the outstanding Ordinary Shares, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 3.2 Stock Dividends and Distributions. In case the Company shall pay a dividend on, or make a distribution of, Ordinary Shares or of the Company's capital stock convertible into Ordinary Shares, the Exercise Price shall forthwith be proportionately decreased. An adjustment made pursuant to this Section 3.2 shall be made as of the record date for the subject stock dividend or distribution. 3.3 Adjustment in Number of Securities. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 3, the number of Ordinary Shares issuable upon the exercise of each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Ordinary Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 3.4 Definition of Ordinary Shares. For the purpose of this Agreement, the term "Ordinary Shares" shall mean (i) the class of stock designated as Ordinary Shares in the Articles of Association of the Company as may be amended as of the date hereof, or (ii) any other class of stock resulting from successive changes or reclassifications of such Ordinary Shares consisting solely of changes in nominal value, or from nominal value to no nominal value, or from no nominal value to nominal value. 3.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made if the amount of said adjustment shall be less than 2 cents ($.02) per Ordinary Share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least 2 cents ($.02) per Ordinary Share. 3.6 Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company with, or merger of the Company into, (other than a merger which does not result in any reclassification or change of the outstanding Ordinary Shares), the Company shall cause the -4- corporation formed by such consolidation or merger to execute and deliver to the Holder a supplemental warrant agreeement providing that the Holder of the Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consilidation or merger, by a holder of the number of Ordinary Shares of the Company for which such Warrant might have been exercised immediately prior ro such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be identical to the adjustments provided in Section 3. The above provision of this Subsection shall similarly apply to successive consolidations or mergers. 4. Notices to Warrant Holders. Nothing contained in this Agreement shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the Expiration Date, any of the following events shall occur: (a) the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) the Company shall offer to all the holders of its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events, the Company shall give to the Holder written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. 5. Non-Transferability (a) The Holder covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof. The Holder shall not sell, transfer, assign, encumber, pledge or otherwise dispose or undertake to dispose of ("Sell") the Warrants until the Effective Date. Thereafter, the Holder may, subject to applicable securities laws and the conditions set forth herewith, Sell, all or any portion of the Warrants, provided that the Holder may only Sell the Warrants on one occasion, to no more than one (1) transferee. Except as otherwise provided herein, the sale of the Warrant, shall confer upon the transferee all of the rights, privileges, and obligations set forth in, arising under, or created by this Agreement, provided however that such assignment shall with respect to the Registration Rights, only be assigned pursuant to the Registration Rights Schedule. -5- (b) Unless registered, the Warrant Shares issued upon exercise of the Warrants shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear legend substantially similar to the following: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT. ACCORDINGLY, SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT." 6. Registration Rights The Holders of the Ordinary Shares shall be entitled to the registration rights as provided for in the Registration Rights Schedule attached thereto. 7. Loss, etc. of Warrant Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable direct expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Headings The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 9. Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or seven (7) days after deposit with the Post Authority, for dispatch by registered or certified mail, postage prepaid and addressed to the Holder at the address set forth in the Company's books and to the Company at the address of its principal offices set forth above, or when given by telecopier or other form of rapid written communication, provided that confirming copies are sent by such airmail. 10. Governing Law This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Israel (regardless of the laws that might otherwise govern under applicable Israel principles of conflicts of law). The Parties hereto shall submit to the exclusive jurisdiction of the competent Courts of Tel-Aviv any dispute or matter arising out of or connected with this Warrant. Anything to the contrary notwithstanding, the provisions of this Section 10 shall not apply to the Registration Rights schedule, which shall be subject to the provisions thereof. 10. Entire Agreement; Amendment and Waiver -6- This Warrant and the schedule hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Warrant may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of both the Holder and the Company. IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above. NUR MACROPRINTERS LTD. By: ____________________________________ Hilel Kremer, VP & Finance & CFO Date: 12.02.2002 194457/2 -7- EXHIBIT A WARRANT EXERCISE FORM Date:____________________ To: Nur Macroprinters Ltd. Re: Exercise of Warrant ------------------- The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. at $5.00 per Ordinary Share. Payment to the Company of the total purchase price for such shares has been made simultaneously with the delivery of this exercise of warrant. By: ___________________ EX-4 7 ex4-11.txt EXHIBIT 4.11 EXHIBIT 4.11 SCHEDULE 7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the 12 day of February, 2002 by and among: NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and Bank Hapoalim B.M., a company organized under the laws of the State of Israel, registered under number________, with offices at _________ (the "Holder"). RECITALS: WHEREAS the Company has issued to the Holder a certain Warrant dated February 12, 2002, (the "Warrant") to purchase a 70,000 Ordinary Shares of the Company, par value NIS 1.00 per share (the "Warrant Shares"); and WHEREAS the Company hereby undertakes to register the Warrant Shares underlying the Warrant in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Definitions. Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed thereto in the Warrant Agreement (as defined below). As used herein, the following terms have the following meaning: "Commission" refers to the Securities and Exchange Commission. "Effective Date" shall have the meaning as set forth in the Warrant Agreement. "Register", "registered", and "registration" refer to a registration effected by filing a registration statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement, or the equivalent actions under the laws of another jurisdiction. "Registrable Shares" means the Company's Ordinary Shares issuable upon the exercise of the Warrant . 1 "Securities Act" shall mean the U.S. Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 2. Piggyback Registration. If the Company at any time following the Effective Date, proposes to register any of its securities (other than a registration statement on Form S-8 or any successor form for securities to be offered to employees of the Company pursuant to any employee benefit plan or a registration statement on form F-4 or any other successor form), for its own account or for the account of any other person, it shall give notice to the Holder of such intention. Upon the written request of the Holder given within twenty (20) days after receipt of any such notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered in the manner requested by the Holder. Notwithstanding any other provision of this Section 2, with respect to an underwritten initial public offering by the Company, if the managing underwriter advises the Company in writing that marketing or other factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by the Holder and by other shareholders of the Company who are entitled to have their shares included in such registration, pro rata among them to the extent necessary to satisfy such limitation. To the extent Registrable Shares are excluded from such underwriting, the Holder shall agree not to sell its Registrable Shares included in the registration statement for such period, not to exceed 180 days, as may be required by the managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to enable the Holder to complete the distribution and resale of its Registrable Shares. Notwithstanding the provisions of this Section 2, the Company shall have the right at any time after it shall have given notice to the Holder, to elect not to file any such proposed registration statement. 3. Termination of Registration Rights 3.1 The Holder shall not be entitled to exercise any right provided for in Section 2, after four years following the date of the closing of the Warrant Agreement. 3.2 In addition, the right of the Holder to request registration pursuant to Sections 2 shall terminate upon such date that all Registrable Shares held or entitled to be held upon conversion by the Holder may be sold without volume limitations under Rule 144 (or any successor rule). 4. Designation of Underwriter. In the case of any registration initiated by the Company, the Company shall have the right to designate the managing underwriter in any underwritten offering. 2 5. Expenses. All expenses incurred in connection with any registration under Section 2 shall be borne by the Company; provided, however, that the Holder shall pay its pro rata portion of the discounts payable to any underwriter. 6. Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Agreement: 6.1 The Company will indemnify and hold harmless, to the fullest extent permitted by law, the Holder, the officers and directors of the Holder and any underwriter for the Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs, and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such officers and directors of the Holder, underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs, or expenses arise out of are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be started therein or necessary to make the statement therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse the Holder, such officers and directors of the Holder, such underwriter, and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by them in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with such loss, claim, damage, liability, action, or proceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost, or expense arises solely out of or is based solely upon an untrue statement or alleged untrue statement, or omission or alleged omission, so made in conformity with information furnished to the Company in writing by the Holder, such underwriter, or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this Sub-Section 6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder, the officers and directors of the Holder, the underwriter, or any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder. 6.2 The Holder participating in a registration hereunder will indemnify and hold harmless the Company, the officers and directors of the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs, or expenses (including any amount paid in any settlement effected with the Holder's consent) to which the Company, the officers and directors of the Company or any such controlling person and/or any such underwriter may 3 become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs, or expense arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Holder will reimburse the Company, the officers and directors of the Company, any underwriter, and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with such loss, claim, damage, action, or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished in a certificate by the Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement), or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim, or damage at or prior to the time such furnishing is required by the Security Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this Sub-Section 6.2 shall not apply to amounts paid in settlement of any such claim loss, damage, liability, or action if such settlement is effected without the consent of the Holder, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of the Holder exceed the gross proceeds from the offering received by the Holder. 6.3 Promptly after receipt by an indemnified party pursuant to the provisions of Section 6.1 or 6.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 6.1 or 6.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party shall only relieve it from any liability which it may have to any indemnified party to the extent that such indemnifying party has been damaged by such omission to notify hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and if in the reasonable judgment of the indemnified party there are separate defenses that are available to the indemnified party or there is a conflict of interest which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select, at the 4 expense of the indemnifying party, separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided, further, however, that if the Holder are the indemnified party, the Holder shall be entitled to one separate counsel at the expense of the Company and if underwriters are also indemnified parties who are entitled to counsel separate from the indemnifying party, then all underwriters as a group shall be entitled to one separate counsel at the expense of the Company. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 6.1 or 6.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party's intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 6.4 If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties' relative knowledge and access to information concerning the matter with respect to which was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable consideration appropriate under the circumstances. In no event shall any party that is found liable for fraudulent misrepresentation within the meaning of Section 1(f) of the Securities Act be entitled to contribution hereunder from any party not found so liable, and in no event shall any contribution from the Holder be more than the gross proceeds that it receives from the offering . 7. Conditions to Registration. The Company shall not be obligated to effect the registration of the Registrable Shares pursuant to this Agreement unless the Holder participating therein consents to customary conditions of a reasonable nature that are imposed by the Company, including, but no limited to, the following: (a) conditions prohibiting the sale of Registrable Shares by the Holder from 30 days before the filing of the registration statement until the registration statement becomes effective; (b) conditions requiring the Holder to comply with all applicable provisions of the Securities Act and the United States Securities Exchange 5 Act of 1934, as amended, (the "Exchange Act"), including, but not limited to, the prospectus delivery requirements, and to furnish to the Company information about sales made in such public offering; and (c) conditions prohibiting the Holder, upon receipt of written notice from the Company that it is required by law to correct or update the registration statement or prospectus, from effecting sales of the Registrable Shares until the Company has completed the necessary correction or updating. 8. Lock-Up. In any registration of the Company's shares, the Holder acknowledges that any sales of Registrable Shares may be subject to a "lock-up" period restricting such sales beginning thirty (30) days prior to, and for up to one hundred and eighty (180) days following, the effective date of such registration, and the Holder will agree to abide by such customary "lock-up" period as is required by the underwriter in such registration. 9. Customary Arrangements. The Holder may not participate in any underwritten offering pursuant to a registration filed hereunder unless the Holder (a) agrees to sell it's securities on the basis provided in any customary underwriting arrangements, and (b) provides any relevant information and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents required under the terms of such underwriting arrangements; provided, however, that the Holder participating in the underwritten registration may appoint one legal or other representative to negotiate the underwriting arrangements. 10. Public Information. The Company shall undertake to make publicly available and available to the Holder adequate current public information within the meaning of, and as required pursuant to, Rule 144. 11. Non-United States Offering. In the event of a public offering of securities of the Company outside of the United States, the Company will afford the Holder registration rights in accordance with applicable law and comparable in substance to the foregoing registration rights. 12. Assignment of Registration Rights. The rights to cause the Company to register Registrable Shares pursuant to this Agreement may only be assigned by the Holder (the "Assignment") under the following conditions: (i) The assignment shall be concurrent with the sale or transfer of the Warrant or the Registrable Shares and only with respect to the transferred Registrable Shares; (ii) The Holder may only assign the Registration Rights pursuant to this Agreement on one occasion, to no more than one transferee; and (iii) The assignee of the Registration Rights may not further assign the Registration Rights. In addition, the Company shall have no obligation to amend an effective registration to reflect the name of a transferee in such registration statement. 6 13. Changes in Registrable Shares. If, and as often as, there are any changes in the Registrable Shares by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Registrable Shares as so changed. Without limiting the generality of the foregoing, the Company will require any successor by merger or consolidation to assume and agree to be bound by the terms of this Agreement, as a condition to any such merger or consolidation. 14. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (including, without limitation, the term sheet entered into between the Company and the Holder, and any and all negotiations and oral understandings with respect thereto) and any and all registration rights that the Company had previously granted to any party hereto in any capacity whatsoever. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein. 15. Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York, as such laws are applied to agreements between State of New York residents entered into and to be performed entirely within State of New York, whether or not all parties hereto are residents of State of New York. 16. Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns as provided in Section 12, heirs, executors and administrators of the parties hereto. 17. Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon receipt by the party to be notified (including by telecopier, receipt confirmed) or seven (7) days after deposit with the United States Post Office or three (3) days after deposit with the Israel Post Authority, by registered or certified mail, postage prepaid and addressed to the party to be notified (a) if to a party other than the Company, at such party's address set forth in this Agreement or at such other address as such party shall have furnished the Company in writing, or, until any such party so furnishes an address to the Company, then to and at the address of the last holder of the shares covered by this Agreement who has so furnished an address to the Company, or (b) if to the Company, at its address set forth at in this Agreement, or at such other address as the Company shall have furnished to the parties in writing. 18. Severability. Any invalidity, illegality or limitation on the enforceability of this Agreement or any part thereof, by any party whether arising by reason of the law of the respective party's domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other parties. If any provision of this Agreement shall be judicially determined to 7 be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 19. Titles and Subtitles. The titles of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures. IN WITNESS WHEREOF the parties have signed this Agreement. Nur Macroprinters Ltd. By: ______________________ Date: _____________________ Bank Hapoalim B.M. By: __________________ Date: _________________ 8 EX-4 8 ex4-12.txt EXHIBIT 4.12 EXHIBIT 4.12 -1- WARRANT THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW. to purchase Ordinary Shares of NUR MACROPRINTERS LTD. at a price of $5.00 per share VOID AFTER 17:00 p.m. (prevailing Tel Aviv time) On the Expiration Date (as hereinafter defined) in favor of BANK LEUMI LE-ISRAEL B.M. No. W-1 NUR MACROPRINTERS LTD., an Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the "Company"), hereby grants to Bank Leumi le-Israel B.M. (the "Holder"), the right to purchase, subject to the terms and conditions hereof, up to Fifty Thousand (50,000) of the Company's Ordinary Shares, par value NIS 1.0 per share ("Ordinary Shares"), exercisable at any time from time to time, on or after the second anniversary of the date hereof (the "Effective Date"), and until the second anniversary of such date (the "Expiration Date"), provided that the Company has not, prior to the exercise or transfer of this Warrant, prepaid to the Holder the sum of 5 Million United States Dollars ($5,000,000) of the Long Term Debt as defined under the terms and conditions of a certain document entitled Additional Conditions to the General Terms for Opening and Operating an Account in Foreign Currency and in Israeli Currency signed on 11.02.02 by and among the Holder and the Company (the "Rescheduling Agreement"). For the avoidance of doubt, it is hereby clarified that the prepayment of the above-mentioned 5 Million United States Dollars ($5,000,000) shall mean the payment of 5 Million -2- United States Dollars ($5,000,000) in advance of the payment schedule provided for in the Rescheduling Agreement. In addition for the avoidance of doubt, it is hereby clarified that following the exercise or transfer of this Warrant in accordance with the terms hereof, such prepayment of Long Term Debt shall not cancel or otherwise lessen, limit or prejudice the rights of the Holder or transferee under the Warrant, which rights shall remain in full force notwithstanding any prepayment. (Hereinafter: (i) the Ordinary Shares purchasable hereunder or any other securities which may be issued by the Company in substitution therefor, are referred to as the "Warrant Shares"; (ii) the price of Five United States Dollars ($5.00) payable hereunder for each of the Warrant Shares, as adjusted in the manner set forth hereinafter, is referred to as the "Exercise Price" and (iii) this Warrant and all warrants hereafter issued in exchange or substitution for this Warrant are referred to as the "Warrants". The Exercise Price and the number of Warrant Shares are subject to adjustment as hereinafter provided.) 1. Warrant Period; Exercise of Warrant 1.1 (a) This Warrant may be exercised in whole at any time, or in part from time to time, beginning on the Effective Date until the Expiration Date (the "Warrant Period"), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof as Exhibit A), along with the Exercise Certificate or the Exercise Opinion (each as defined in Section 1.1(b) below), at the principal office of the Company, set forth above, together with proper payment of the Exercise Price multiplied by the number of Warrant Shares for which the Warrant is being exercised. Payment for Warrant Shares shall be made by certified or official bank check or checks, payable to the order of the Company or by wire transfer to an account to be designated in writing by the Company. Payments shall be made in United States dollars. (b) This Warrant may not be exercised unless the Holder delivers to the Company (a) written certification that it is not a "U.S. person" (as defined in Regulation S under the Securities Act) and the Warrant is not being exercised on behalf of a U.S person (an "Exercise Certificate") or (b) a written opinion of counsel to the effect that the Warrant and the Warrant Shares have been registered under the Securities Act and applicable state securities laws or an exemption from such registration is available, which counsel and opinion shall be reasonable satisfactory to the Company ("Exercise Opinion"). 1.2 If this Warrant should be exercised in part, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder to purchase the remainder of the Ordinary Shares purchasable hereunder. The Company shall pay any and all expenses, taxes and other charges that may be payable in connection with the issuance of the Warrant Shares and the preparation and delivery of share certificates pursuant to this Section 1 in the name of the Holder, and to the extent required, the execution and delivery of a new Warrant, provided, however, that the Company shall only be required to pay taxes which are due as a direct result of the issuance of the Ordinary Shares or other securities, properties or rights underlying such Warrants (such as the applicable stamp duty), and will not be required to pay any tax which may be (i) due as a result of the specific identity of the Holder or (ii) payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to -3- the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 1.3 No fractions of Ordinary Shares shall be issued in connection with the exercise of this Warrant, and the number of Ordinary Shares issued shall be rounded down to the nearest whole number. 2. Reservation of Shares The Company covenants that: (i) at all times during the Warrant Period it shall have in reserve, and will keep available solely for issuance or delivery upon exercise of the Warrant, such number of Ordinary shares as shall be issuable upon the exercise thereof, and (ii) upon exercise of the Warrant and payment of the Exercise Price therefor, the Warrant Shares issuable upon such exercise will be validly issued, fully paid, nonassessable, free and clear from any lien, encumbrance, pledge or any other third party right and not subject to any preemptive rights. 3. Adjustments to Exercise Price and Number of Securities. 3.1 Subdivision and Combination. In case the Company shall at any time subdivide or combine the outstanding Ordinary Shares, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 3.2 Stock Dividends and Distributions. In case the Company shall pay a dividend on, or make a distribution of, Ordinary Shares or of the Company's capital stock convertible into Ordinary Shares, the Exercise Price shall forthwith be proportionately decreased. An adjustment made pursuant to this Section 3.2 shall be made as of the record date for the subject stock dividend or distribution. 3.3 Adjustment in Number of Securities. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 3, the number of Ordinary Shares issuable upon the exercise of each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Ordinary Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 3.4 Definition of Ordinary Shares. For the purpose of this Agreement, the term "Ordinary Shares" shall mean (i) the class of stock designated as Ordinary Shares in the Articles of Association of the Company as may be amended as of the date hereof, or (ii) any other class of stock resulting from successive changes or reclassifications of such Ordinary Shares consisting solely of changes in nominal value, or from nominal value to no nominal value, or from no nominal value to nominal value. 3.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made if the amount of said adjustment shall be less than 2 cents ($.02) per Ordinary Share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least 2 cents ($.02) per Ordinary Share. 3.6 Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company with, or merger of the Company into, (other than a merger which does not result in any reclassification or change of the outstanding Ordinary Shares), the Company shall cause the -4- corporation formed by such consolidation or merger to execute and deliver to the Holder a supplemental warrant agreeement providing that the Holder of the Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consilidation or merger, by a holder of the number of Ordinary Shares of the Company for which such Warrant might have been exercised immediately prior ro such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be identical to the adjustments provided in Section 3. The above provision of this Subsection shall similarly apply to successive consolidations or mergers. 4. Notices to Warrant Holders. Nothing contained in this Agreement shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the Expiration Date, any of the following events shall occur: (a) the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) the Company shall offer to all the holders of its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events, the Company shall give to the Holder written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. 5. Non-Transferability (a) The Holder covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof. The Holder shall not sell, transfer, assign, encumber, pledge or otherwise dispose or undertake to dispose of ("Sell") the Warrants until the Effective Date. Thereafter, the Holder may, subject to applicable securities laws and the conditions set forth herewith, Sell, all or any portion of the Warrants, provided that the Holder may only Sell the Warrants on one occasion, to no more than one (1) transferee. Except as otherwise provided herein, the sale of the Warrant, shall confer upon the transferee all of the rights, privileges, and obligations set forth in, arising under, or created by this Agreement, provided however that such assignment shall with respect to the Registration Rights, only be assigned pursuant to the Registration Rights Schedule. -5- (b) Unless registered, the Warrant Shares issued upon exercise of the Warrants shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear legend substantially similar to the following: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT. ACCORDINGLY, SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT." 6. Registration Rights The Holders of the Ordinary Shares shall be entitled to the registration rights as provided for in the Registration Rights Schedule attached thereto. 7. Loss, etc. of Warrant Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the Company's reasonable direct expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. Headings The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 9. Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or seven (7) days after deposit with the Post Authority, for dispatch by registered or certified mail, postage prepaid and addressed to the Holder at the address set forth in the Company's books and to the Company at the address of its principal offices set forth above, or when given by telecopier or other form of rapid written communication, provided that confirming copies are sent by such airmail. 10. Governing Law This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Israel (regardless of the laws that might otherwise govern under applicable Israel principles of conflicts of law). The Parties hereto shall submit to the exclusive jurisdiction of the competent Courts of Tel-Aviv any dispute or matter arising out of or connected with this Warrant. Anything to the contrary notwithstanding, the provisions of this Section 10 shall not apply to the Registration Rights schedule, which shall be subject to the provisions thereof. 10. Entire Agreement; Amendment and Waiver -6- This Warrant and the schedule hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Warrant may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of both the Holder and the Company. IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above. NUR MACROPRINTERS LTD. By: ____________________________________ Hilel Kremer, VP & Finance & CFO Date: 12.02.2002 194457/2 -7- EXHIBIT A WARRANT EXERCISE FORM Date:____________________ To: Nur Macroprinters Ltd. Re: Exercise of Warrant The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. at $5.00 per Ordinary Share. Payment to the Company of the total purchase price for such shares has been made simultaneously with the delivery of this exercise of warrant. By: ___________________ EX-4 9 ex4-13.txt EXHIBIT 4.13 EXHIBIT 4.13 SCHEDULE 7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the 12 day of February, 2002 by and among: NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and Bank Leumi le-Israel Ltd., a company organized under the laws of the State of Israel, registered under number________, with offices at _________ (the "Holder"). RECITALS: WHEREAS the Company has issued to the Holder a certain Warrant dated February 12, 2002, (the "Warrant") to purchase a 50,000 Ordinary Shares of the Company, par value NIS 1.00 per share (the "Warrant Shares"); and WHEREAS the Company hereby undertakes to register the Warrant Shares underlying the Warrant in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Definitions. Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed thereto in the Warrant Agreement (as defined below). As used herein, the following terms have the following meaning: "Commission" refers to the Securities and Exchange Commission. "Effective Date" shall have the meaning as set forth in the Warrant Agreement. "Register", "registered", and "registration" refer to a registration effected by filing a registration statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement, or the equivalent actions under the laws of another jurisdiction. "Registrable Shares" means the Company's Ordinary Shares issuable upon the exercise of the Warrant . "Securities Act" shall mean the U.S. Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 2. Piggyback Registration. If the Company at any time following the Effective Date, proposes to register any of its securities (other than a registration statement on Form S-8 or any successor form for securities to be offered to employees of the Company pursuant to any employee benefit plan or a registration statement on form F-4 or any other successor form), for its own account or for the account of any other person, it shall give notice to the Holder of such intention. Upon the written request of the Holder given within twenty (20) days after receipt of any such notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered in the manner requested by the Holder. Notwithstanding any other provision of this Section 2, with respect to an underwritten initial public offering by the Company, if the managing underwriter advises the Company in writing that marketing or other factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by the Holder and by other shareholders of the Company who are entitled to have their shares included in such registration, pro rata among them to the extent necessary to satisfy such limitation. To the extent Registrable Shares are excluded from such underwriting, the Holder shall agree not to sell its Registrable Shares included in the registration statement for such period, not to exceed 180 days, as may be required by the managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to enable the Holder to complete the distribution and resale of its Registrable Shares. Notwithstanding the provisions of this Section 2, the Company shall have the right at any time after it shall have given notice to the Holder, to elect not to file any such proposed registration statement. 3. Termination of Registration Rights 3.1 The Holder shall not be entitled to exercise any right provided for in Section 2, after four years following the date of the closing of the Warrant Agreement. 3.2 In addition, the right of the Holder to request registration pursuant to Sections 2 shall terminate upon such date that all Registrable Shares held or entitled to be held upon conversion by the Holder may be sold without volume limitations under Rule 144 (or any successor rule). 4. Designation of Underwriter. In the case of any registration initiated by the Company, the Company shall have the right to designate the managing underwriter in any underwritten offering. 2 5. Expenses. All expenses incurred in connection with any registration under Section 2 shall be borne by the Company; provided, however, that the Holder shall pay its pro rata portion of the discounts payable to any underwriter. 6. Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Agreement: 6.1 The Company will indemnify and hold harmless, to the fullest extent permitted by law, the Holder, the officers and directors of the Holder and any underwriter for the Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs, and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such officers and directors of the Holder, underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs, or expenses arise out of are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be started therein or necessary to make the statement therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse the Holder, such officers and directors of the Holder, such underwriter, and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by them in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with such loss, claim, damage, liability, action, or proceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost, or expense arises solely out of or is based solely upon an untrue statement or alleged untrue statement, or omission or alleged omission, so made in conformity with information furnished to the Company in writing by the Holder, such underwriter, or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this Sub-Section 6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder, the officers and directors of the Holder, the underwriter, or any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder. 6.2 The Holder participating in a registration hereunder will indemnify and hold harmless the Company, the officers and directors of the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs, or expenses (including any amount paid in any settlement effected with the Holder's consent) to which the Company, the officers and directors of the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, 3 claims, liabilities (or actions or proceedings in respect thereof), costs, or expense arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Holder will reimburse the Company, the officers and directors of the Company, any underwriter, and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with such loss, claim, damage, action, or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished in a certificate by the Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement), or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim, or damage at or prior to the time such furnishing is required by the Security Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this Sub-Section 6.2 shall not apply to amounts paid in settlement of any such claim loss, damage, liability, or action if such settlement is effected without the consent of the Holder, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of the Holder exceed the gross proceeds from the offering received by the Holder. 6.3 Promptly after receipt by an indemnified party pursuant to the provisions of Section 6.1 or 6.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 6.1 or 6.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party shall only relieve it from any liability which it may have to any indemnified party to the extent that such indemnifying party has been damaged by such omission to notify hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and if in the reasonable judgment of the indemnified party there are separate defenses that are available to the indemnified party or there is a conflict of interest which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select, at the expense of the indemnifying party, separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided, further, however, 4 that if the Holder are the indemnified party, the Holder shall be entitled to one separate counsel at the expense of the Company and if underwriters are also indemnified parties who are entitled to counsel separate from the indemnifying party, then all underwriters as a group shall be entitled to one separate counsel at the expense of the Company. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 6.1 or 6.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party's intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 6.4 If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties' relative knowledge and access to information concerning the matter with respect to which was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable consideration appropriate under the circumstances. In no event shall any party that is found liable for fraudulent misrepresentation within the meaning of Section 1(f) of the Securities Act be entitled to contribution hereunder from any party not found so liable, and in no event shall any contribution from the Holder be more than the gross proceeds that it receives from the offering . 7. Conditions to Registration. The Company shall not be obligated to effect the registration of the Registrable Shares pursuant to this Agreement unless the Holder participating therein consents to customary conditions of a reasonable nature that are imposed by the Company, including, but no limited to, the following: (a) conditions prohibiting the sale of Registrable Shares by the Holder from 30 days before the filing of the registration statement until the registration statement becomes effective; (b) conditions requiring the Holder to comply with all applicable provisions of the Securities Act and the United States Securities Exchange Act of 1934, as amended, (the "Exchange Act"), including, but not limited to, the prospectus delivery requirements, and to furnish to the Company information about sales made in such public offering; and 5 (c) conditions prohibiting the Holder, upon receipt of written notice from the Company that it is required by law to correct or update the registration statement or prospectus, from effecting sales of the Registrable Shares until the Company has completed the necessary correction or updating. 8. Lock-Up. In any registration of the Company's shares, the Holder acknowledges that any sales of Registrable Shares may be subject to a "lock-up" period restricting such sales beginning thirty (30) days prior to, and for up to one hundred and eighty (180) days following, the effective date of such registration, and the Holder will agree to abide by such customary "lock-up" period as is required by the underwriter in such registration. 9. Customary Arrangements. The Holder may not participate in any underwritten offering pursuant to a registration filed hereunder unless the Holder (a) agrees to sell it's securities on the basis provided in any customary underwriting arrangements, and (b) provides any relevant information and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents required under the terms of such underwriting arrangements; provided, however, that the Holder participating in the underwritten registration may appoint one legal or other representative to negotiate the underwriting arrangements. 10. Public Information. The Company shall undertake to make publicly available and available to the Holder adequate current public information within the meaning of, and as required pursuant to, Rule 144. 11. Non-United States Offering. In the event of a public offering of securities of the Company outside of the United States, the Company will afford the Holder registration rights in accordance with applicable law and comparable in substance to the foregoing registration rights. 12. Assignment of Registration Rights. The rights to cause the Company to register Registrable Shares pursuant to this Agreement may only be assigned by the Holder (the "Assignment") under the following conditions: (i) The assignment shall be concurrent with the sale or transfer of the Warrant or the Registrable Shares and only with respect to the transferred Registrable Shares; (ii) The Holder may only assign the Registration Rights pursuant to this Agreement on one occasion, to no more than one transferee; and (iii) The assignee of the Registration Rights may not further assign the Registration Rights. In addition, the Company shall have no obligation to amend an effective registration to reflect the name of a transferee in such registration statement. 13. Changes in Registrable Shares. If, and as often as, there are any changes in the Registrable Shares by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the 6 provisions of this Agreement, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Registrable Shares as so changed. Without limiting the generality of the foregoing, the Company will require any successor by merger or consolidation to assume and agree to be bound by the terms of this Agreement, as a condition to any such merger or consolidation. 14. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (including, without limitation, the term sheet entered into between the Company and the Holder, and any and all negotiations and oral understandings with respect thereto) and any and all registration rights that the Company had previously granted to any party hereto in any capacity whatsoever. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein. 15. Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York, as such laws are applied to agreements between State of New York residents entered into and to be performed entirely within State of New York, whether or not all parties hereto are residents of State of New York. 16. Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns as provided in Section 12, heirs, executors and administrators of the parties hereto. 17. Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon receipt by the party to be notified (including by telecopier, receipt confirmed) or seven (7) days after deposit with the United States Post Office or three (3) days after deposit with the Israel Post Authority, by registered or certified mail, postage prepaid and addressed to the party to be notified (a) if to a party other than the Company, at such party's address set forth in this Agreement or at such other address as such party shall have furnished the Company in writing, or, until any such party so furnishes an address to the Company, then to and at the address of the last holder of the shares covered by this Agreement who has so furnished an address to the Company, or (b) if to the Company, at its address set forth at in this Agreement, or at such other address as the Company shall have furnished to the parties in writing. 18. Severability. Any invalidity, illegality or limitation on the enforceability of this Agreement or any part thereof, by any party whether arising by reason of the law of the respective party's domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other parties. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 19. Titles and Subtitles. The titles of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 7 20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures. IN WITNESS WHEREOF the parties have signed this Agreement. Nur Macroprinters Ltd. By: ______________________ Date: _____________________ Bank Leumi le-Israel Ltd. By: __________________ Date: _________________ 8 EX-10 10 ex10-10.txt EXHIBIT 10.10 Account No(s) 291900 Customer's Name Nur Macroprinters Ltd. Date: 25/12/00 To Bank Hapoalim B.M. Beilinson Branch Dear Sir: Re: Application for Provision of credit -- according to my Letter of Undertaking (in Hebrew) signed by me on the 29 day of December 1998 as amended on ______ in your favour. - ------------------------------------------------------------------------------- I hereby request that you provide me in my account with you No. 291900 (hereinafter "the Account") with Credit in United States Dollars (hereinafter "the Currency of the Credit") in the amount of $5,000,000 (Five Million United States Dollars) (hereinafter: "the Credit"). The provision of the Credit to the Account shall be treated by me as your agreement for the granting of the Credit in accordance with the terms and provisions set forth in the above Letter of Undertaking and the special conditions set forth below: 1. Date of Provision of the Credit 27/12/00 2. Terms for Repayment of the Credit The Credit will be repaid in the currency of the credit as follows -- a) $2,500,000 (Two Million Five Hundred Thousand United States Dollars) of the credit in one lump sum due and payable on 27/11/03 b) $416,666.67 (Four Hundred Sixteen Thousand Six Hundred Sixty Six and 67/00 United States Dollars) of the Credit in 6 (six) instalments paid every 3 (three) months, commencing on 27/0/02 and ending 27/12/03. 3. Interest 3.01 I shall pay interest to the Bank as calculated by the Bank on the balance of the principal amount of the Credit outstanding from time to time as of the Date of Provision of the Credit at a rate (hereinafter called -- "the Interest Rate") which shall be 0.7% per annum in excess of the London Interbank offered Rate (as defined below). 3.02 For the purpose of determiningg the Interest Rate from time to time applicable to the Credit the following definitions and provisions shall apply: "London Interbank Offered Rate" means the rate of interest determined by the Bank as the rate at which deposits in the currency of the Credit are offered to the Bank on the Determination Date (as defined below) (rounded up, if necessary to the nearest whole multiple of 1/8%) in the London Interbank market for an amount or amounts corresponding to the respective amount of the Credit and for periods corresponding to the respective Interest Period (as defined below). "Determination Date" means, with reference to any Interest Period (as defined below), two Business Days preceding the commencement of the respective Interest Period (as defined below). 3.03 The Interest Rate in respect of the Credit shall be determined by the Bank every three months in advance of the Determination Date by reference to the respective London Interbank Offered Rate applied by the Bank to the respective period, and the amount of interest shall be calculated on the balance of the Credit from time to time outstanding during such period. (Each such period hereinafter called an "Interest Period"). 3.04 Interest shall be paid by me to the Bank for each Interest Period in the currency of the Credit calculated according to the Interest Rate, such interest to accrue on the balance of the principal amount of the Credit outstanding from time to time, from commencement of the current Interest Period up to the end of the respective Interest Period, on the last day of each Interest Period ("Payment Date"). 3.05 The interest shall be computed on the basis of the actual number of calendar days elapsed divided by 360. 4. Prepayment I may prepay the Credit on the last Business Day of each Interest Period without any premium or penalty upon giving at least one day's prior written notice to the Bank and provided that such prepayment shall occur on the next Payment Date. 5. General 5.1 If any payment due by me hereunder following the provision of the Credit falls due on a day which is not a Business Day (as defined below) such payment shall be made on the next day which is a Business Day (as defined below) unless it would thereby be made in the next calendar month, in which case such payment will be made on the immediately preceding Business Day (as defined below). 5.2 Where any instalment on account of the Credit falls due in a calendar month in which any Interest Period ends, the due date of said instalment shall, if necessary, be deferred to the last day of said interest Preiod so as to ensure that the due date of payment on account of the Credit and the due date for payment of interest in any such case are one and the same. 5.3 For the purposes hereof "Business Day" means a day on which banks in Tel Aviv, London and the country in which the currency of the Credit is legal tender are open to the public and on which transactions in the currency of the Credit may be effected. 6. The headings are only indicative and are not to be used in construing this Application for Provision of Credit. 7. The provisions herein contained are in addition to those contained in the said Letter of Undertaking, but in case of conflict between them, provisions herein contained shall prevail. Subject thereto, all the terms defined herein bear the same meaning as in the said Letter of Undertaking. IN WITNESS WHEREOF I HAVE SIGNED: NUR Macroprinters Ltd. [ILLEGIBLE] --------------------- NUR Macroprinters Ltd. I Neta Bloch Adv. hereby confirm that Mr. Hilel Kremer and Mr. Erez Shachar signed the above Application and that they were duly authorised by Nur Macroprinters Ltd, (the "Company") to sign on the Company's behalf this Application. Neta Bloch --------------------- Account No(s) Customer's Name Nur Macroprinters Ltd. Date: 28/6/00 To Bank Hapoalim B.M. Beilinson Branch Dear Sir: Re: Application for Provision of credit -- according to my Letter of Undertaking (in Hebrew) signed by me on the 29 day of December 1998 as amended on 28/6/00 in your favour. - ------------------------------------------------------------------------------- I hereby request that you provide me in my account with you No. 291900 (hereinafter "the Account") with Credit in United States Dollars (hereinafter "the Currency of the Credit") in the amount of 15,000,000 (Fifteen Million United States Dollars) (hereinafter: "the Credit"). The provision of the Credit to the Account shall be treated by me as your agreement for the granting of the Credit in accordance with the terms and provisions set forth in the above Letter of Undertaking and the special conditions set forth below: 1. Date of Provision of the Credit 3/7/00 2. Terms for Repayment of the Credit The Credit will be repaid in the currency of the credit as follows -- a) $7,500,000 (Seven Million and Five Hundred Thousand United States Dollars) of the credit in one lump sum due and payable on 2/7/2003 b) $7,500,000 (Seven Million and Five Hundred Thousand United States Dollars) of the Credit in 8 (eight) instalments paid every 3 (three) months, commencing on 2/7/02 and ending on 2/7/03. 3. Interest 3.01 I shall pay interest to the Bank as calculated by the Bank on the balance of the principal amount of the Credit outstanding from time to time as of the Date of Provision of the Credit at a rate (hereinafter called -- "the Interest Rate") which shall be 0.85% per annum in excess of the London Interbank offered Rate (as defined below). 3.02 For the purpose of determiningg the Interest Rate from time to time applicable to the Credit the following definitions and provisions shall apply: "London Interbank Offered Rate" means the rate of interest determined by the Bank as the rate at which deposits in the currency of the Credit are offered to the Bank on the Determination Date (as defined below) (rounded up, if necessary to the nearest whole multiple of 1/8%) in the London Interbank market for an amount or amounts corresponding to the respective amount of the Credit and for periods corresponding to the respective Interest Period (as defined below). "Determination Date" means, with reference to any Interest Period (as defined below), two Business Days preceding the commencement of the respective Interest Period (as defined below). 3.03 The Interest Rate in respect of the Credit shall be determined by the Bank every three months in advance of the Determination Date by reference to the respective London Interbank Offered Rate applied by the Bank to the respective period, and the amount of interest shall be calculated on the balance of the Credit from time to time outstanding during such period. (Each such period hereinafter called an "Interest Period"). 3.04 Interest shall be paid by me to the Bank for each Interest Period in the currency of the Credit calculated according to the Interest Rate, such interest to accrue on the balance of the principal amount of the Credit outstanding from time to time, from commencement of the current Interest Preiod up to the end of the respective Interest Period, on the last day of each Interest Period ("Payment Date"). 3.05 The interest shall be computed on the basis of the actual number of calendar days elapsed divided by 360. 4. Prepayment I may prepay the Credit on the last Business Day of each Interest Period without any premium or penalty upon giving at least one day's prior written notice to the Bank and provided that such prepayment shall occur on the next Payment Date. 5. General 5.1 If any payment due by me hereunder following the provision of the Credit falls due on a day which is not a Business Day (as defined below) such payment shall be made on the next day which is a Business Day (as defined below) unless it would thereby be made in the next calendar month, in which case payment will be made on the immediately preceding Business Day (as defined below). 5.2 Where any instalment on account of the Credit falls due in a calendar month in which any Interest Period ends, the due date of said instalment shall, if necessary, be deferred to the last day of said interest Period so as to ensure that the due date of payment on account of the Credit and the due date for payment of interest in any such case are one and the same. 5.3 For the purposes hereof "Business Day" means a day on which banks in Tel Aviv, London and the country in which the currency of the Credit is legal tender are open to the public and on which transactions in the currency of the Credit may be offered. 6. The heading are only indicative and are not to be used in construing this Application for Provision of Credit. 7. The provisions herein contained are in addition to those contained in the said Letter of Undertaking, but in case of conflict between them, provisions herein contained shall prevail. Subject thereto, all the terms defined herein bear the same meaning as in the said Letter of Undertaking. IN WITNESS WHEREOF I HAVE SIGNED: NUR Macroprinters Ltd. [ILLEGIBLE] --------------------- NUR Macroprinters Ltd. I Neta Bloch Adv. hereby confirm that Mr. [Illegible] signed the above Application and that he was duly authorised by Nur Macroprinters Ltd, (the "Company") to sign on the Company's behalf this Application. --------------------- Neta Bloch R.N. 19232 EX-10 11 ex10-11.txt EXHIBIT 10.11 Exhibit 10.11 Central Management Electronics, Chemicals, Metals and Textile Sector Zion House, 41-45 Rothschild Blvd., Tel Aviv February 10, 2002 Ref: 427/95/66-201 Messrs: Nur Macroprinters Ltd. Re: Credit framework At your request we hereby confirm to you that we will be prepared to provide you with a credit framework as detailed below in this letter, under the conditions agreed between us, while taking note of the following conditions: a. The short-term credit framework (credit whose due date is up to and not later than the end of the period of the credit framework which includes, inter alia, discounting and guarantees). 1. Amount: Up to $8,000,000 (eight million U.S. dollars). 2. Interest Libor plus 1.25% p.a. plus commission for allocating credit at a rate of 0.25% p.a. of the unutilized balance of the credit framework, which will be paid every 3 months. 3. Period - up to December 31, 2002. b. Long-term credit framework (credit up to the final date of payment which is 12 months after the date of granting the credit). 1. Amount: Up to $17,466,000 (seventeen million four hundred and sixty six thousand U.S. dollars). 2. Interest: Libor plus 2% p.a. 3. Repayment: Principal: As detailed in the Appendix to this letter. Interest: Every three months. Additional conditions a. Total short-term credit (including discounting, guarantees and other balance sheet and off balance sheet liabilities) will not exceed $19,000,000 (nineteen million U.S. dollars) of which the said short term credit provided to you or to your subsidiaries by banks abroad will not exceed $1,600,000 (one million six hundred thousand U.S. dollars). b. Total long-term credit on December 31, 2001 was $32,500,000 (thirty two million five hundred thousand U.S. dollars). The credit will decline according to the payments schedule mentioned in the attached Appendix. c. Total credit to be taken by you from us, both short-term and long-term will not exceed 60% of the total credit to by taken by you. d. You will prove to us to our satisfaction that not later than March 31, 2002 you raised capital through an issue of shares in an amount of not less than $7,000,000 (seven million U.S. dollars). 1 e. At all times and as long as you have not repaid the above credits to us you will maintain the following financial ratios: 1. Tangible shareholders' equity will not be less than $29,000,000 (twenty nine million U.S. dollars) and not less than 25% of the total balance sheet. For this purpose tangible shareholders' equity means - total issued and paid up share capital plus capital reserves and retained earnings, less non tangible assets such as goodwill, copyrights, etc). 2. The ratio between the long-term credit we provided you plus third parties provided you and between the EBIDTA will not exceed the following ratio: The year 2002 - 1:6.5 The year 2003 - 1:5.5 The year 2004 - 1:5 The EBIDTA will be calculated less non-recurring expenses. 3. Total short-term credit provided by us and by third parties will not exceed 70% of your total receivables for a period of up to 180 days less provisions. 4. The balance of your cash will not be less at any time than $9,000,000 (nine million U.S. dollars). 5. You will provide us with quarterly and annual financial statements in the form and at the times required by the laws applying to you, including the provisions of the Securities Laws prevailing in the United States of America. In addition you will submit to us within 45 days from the end of every quarter a detailed report of your debts and obligations to banks, balance of cash on hand, balance of inventories according to categories, and aged balance of receivables and total sales. These reports will be submitted to us for every company separately, i.e. for you and for every subsidiary. The terms mentioned above will be interpreted according to generally accepted accounting principles. f. To secure repayment of the above credit you will register in our favor the following collateral: 1. A first floating charge on all your assets and properties for an unlimited amount, a fixed charge on your unpaid share capital and goodwill and a fixed charge on negotiable and other documents deposited in your account. 2. The subsidiaries will undertake not to register liens of any type whatsoever. 2 g. You will give us an option to purchase 70,000 of your shares at a price of $5 (five U.S. dollars) per share. The option will be given for a period of 4 years and may be exercised as from the end of two years from the date of its being granted. Notwithstanding the aforesaid, the option will be cancelled if we do not exercise this option or part thereof up to the end of 4 years from the date of it being grantedd, or in the event that within the first 2 years from the date of issuing the option you have paid us an amount exceeding $5,800,000 (five million eight hundred thousand U.S. dollars) of the current amount (principal and interest) during that period which you should pay us for the long-term credit we provided you. h. You will sign in our favor all the documents required by us to our full satisfaction for the aforesaid. i. There will not be any breach whatsoever of your obligations to us. j. There will be nothing in the law to prevent us providing you with the credit. k. You will pay us a one-time commission of $29,000 for the aforesaid on the date of this letter. l. This letter will be in force subject to the condition that not later than March 31, 2002 you will sign in our favor all the documents required by us as mentioned above. m. The aforesaid in this letter expresses all the credit framework existing for you with us. Yours sincerely, Bank Hapoalim Central Management --------- ----------- L. Landau I. Oron We the undersigned agree to the aforesaid ____(X)_____________(X)____ Nur Macroprinters Ltd. 3 APPENDIX The Company's long-term credit totaling $17,466 will be repaid as follows: a) An amount of $278 thousand for loan No. 25059 - will be repaid by May 25, 2002 in accordance with the original payments schedule according to which it was provided to you. b) An amount of $17,188 thousand will be repaid as follows as of January 3, 2002.
------------------------------------------------------------------------------------------------- Year Quarterly amount of repayment Total annual repayment Balance of loan ------------------------------------------------------------------------------------------------- $ thousands ------------------------------------------------------------------------------------------------- 2002 250 (*) 1,000 16,500 ------------------------------------------------------------------------------------------------- 2003 250 1,000 15,500 ------------------------------------------------------------------------------------------------- 2004 500 2,000 13,500 ------------------------------------------------------------------------------------------------- 2005 500 12,000 (3 quarters) (Last quarter) -------------------------------------------------------------------------------------------------
(*) In the first quarter of 2002 an amount of $312 thousand has been repaid. Therefore, the amount payable in the second quarter of 2002 (on April 3, 2002) stands at $188 thousand only. 4 EX-10 12 ex10-12.txt EXHIBIT 10.12 Exhibit 10.12 February 11, 2002 Addition to the General Terms for Opening a Credit Account in Foreign --------------------------------------------------------------------- Currency and in Israeli Currency -------------------------------- Bank Leumi Le'Israel B.M. - ------------------------- Dear Sir: Further to the general conditions for opening a credit account in foreign currency and Israeli currency signed by us on June 13, 2000 (hereinafter : "the Management Conditions") we hereby confirm that all the conditions detailed below which will be an integral part of the terms of management will apply to the credits (as defined below). 1. In this letter the terms detailed below will have the meanings appearing at their side - 1.1 "The Bank" - Bank Leumi L'Israel B.M. 1.2 "The Company" - Nur Macroprinters Ltd. 1.3 "The Credits and/or The Credit" - this term will include the various credits detailed in clause 3 below and every credit provided in order to repay those credits, fully or partly and/or every credit provided in place of those credits, fully or partly and/or every credit of any type whatsoever that will be provided in the future (if so provided). 1.4 "Subsidiaries" - NUR Media Solutions S.A., Nur Europe S.A., Nur America Inc., Nur Asia Pacific Ltd., Nur Macroprinters (Shanghai) Ltd. 1.5 "The unpaid balance of the credit" - means, at all times, the balance of unpaid principal of a credit plus amounts of interest, linkage differences to foreign currency and accumulated commissions up to that date and not yet charged to the account, and every debit balance in the Company's account which will be created (or increased) as a result of debiting that account for the amounts due to the Bank for and in connection with the credit. 1.6 "Tangible shareholders' equity" - means - as presented in the quarterly and annual financial statements detailed below, including, paid up share capital, undistributed retained earnings, capital funds shareholder loans balances for which the Company and its shareholders signed letters of subordination in favor of the Bank; less deferred expenses, intangible assets such as: goodwill, patents, trademarks, commercial names and copyrights, etc., and less treasury stock, and receivables due from interested parties and/or related parties of the Company (as these terms are defined in the Securities Law -1968), and excluding receivables of the Company where the amount of the Company's debt to them at that time exceeds the amount of their debt to the Company, and less guarantees 1 given by the Company to secure the obligations of interested parties and/or related companies of the Company. 1.7 "EBITDA" - net income plus financing expenses, income tax expenses, depreciation expenses on fixed assets, amortization expenses on non tangible assets, excluding one-time expenses. 1.8 "Capital investments" - Total investments, whether in cash or not in cash, in fixed assets and/or in any assets which are not included among the current assets. 2. General 2.1 The Company confirms that correct as of the date of signing this addendum to the management conditions (hereinafter "the Addendum") all the details appearing in it exist, and regarding everything relating to conditions which must exist thereafter, there is nothing to prevent their implementation and/or complete fulfillment in due time. 2.2 Every document that must be submitted and/or signed in favor of the Bank will be in the form and in accordance with the conditions agreed with the Bank while obtaining approvals and passing the necessary resolutions by the relevant organs in the corporation which will sign the document plus certificate of a lawyer regarding the validity of the decisions in accordance with the relevant law. 3. The credits and their terms: 3.1 Balances of credit: Correct as of February 10, 2002 the unpaid balances of the credits provided the Company are as follows (it is emphasized that the amounts detailed below include interest, commissions and other bank expenses up to December 31, 2001 only): 3.1.1 The unpaid balances of short-term credit are as detailed in Appendix "T" attached hereto (hereinafter : "The balance of short-term credit"). 3.1.2 The unpaid balances of long-term credit are as detailed in Appendix "T" attached hereto (hereinafter : "The balance of long-term credit" or "the principal of the long-term credit balance") 3.2 The short-term credit framework Subject to the Company fulfilling all the obligations detailed in this Addendum, the Bank will grant the Company a foreign currency credit framework in the Company's account with the Bank in Israel for an amount of up to $3 million US dollars which will be in force up to January 20, 2003 (hereinafter: "the framework of the short-term credit"). 2 It must be emphasized that the short-term credit framework is calculated as utilized in the amount of the sort-term credit balance as defined above, and therefore from the moment of the allotment of the short-term credit framework it will be calculated as being utilized in the amount of the balance of the short-term credit. It is emphasized that the whole credit included in the short-term credit framework will be fully repaid and settled not later than January 20, 2003 (hereinafter: "the short-term credit"). The rate of interest for the short-term credit will be Libor + 1.25% p.a. It is hereby also clarified that Company will be entitled but not obligated to make use of the unused short-term credit framework for the following banking services: short-term credits, credit frameworks in foreign currency, bank guarantees, opening and confirmation of documentary letters of credit, discounting transactions and hedging transactions - provided that the provisions in this addendum will apply to all types of utilization of the said short-term credit framework, including the final and absolute repayment up to and not later than January 20, 2003. Should the Company not fully utilize the short-term credit framework, the Company will be debited with an annual commission at a rate of 0.25% of the total unutilized credit framework, in accordance with the quarterly calculation of the credit framework not utilized by the Company, and this in addition to the commissions connected with managing the account and executing transactions. The calculation and the debit will be carried out regarding every quarter at the beginning of the next quarter. 3.3 The scheduling of the balance of long-term credit 3.3.1 The Bank agrees that the balance of long-term credit will be rescheduled and its conditions will be in accordance with those detailed in clause 3.3.2, subject to the fulfillment of all the prior conditions detailed below: a. Up to and not later than March 31, 2002 amounts equal and/or exceeding $7 million from sources external to the Bank, will be invested in the Company to the Bank's satisfaction. b. The Company will comply with all its obligations to the Bank, whether in accordance with this Addendum or whether in accordance with any other document that the Company signed in relation to the Bank, to the Bank's satisfaction. 3.3.2 As mentioned, and subject to the fulfillment of all the conditions detailed in clause 3.3.1, the Bank will agree that the terms of rescheduling the long-term credit will be as follows: 3.3.2.1 The interest will be paid in quarterly sequential payments on the last day of each of the months - March, June, September and December of every year, starting in 3 the year 2002 (hereinafter : "the date of payment of the interest" ). 3.3.2.2 The principal of the balance of the long-term credit will be repaid as follows: During 2002 an amount of 700 thousand U.S. dollars in four quarterly sequential installments, starting on March 31, 2002 until December 31, 2002 for an amount of 175 thousand U.S. dollars each. During 2003 an amount of 1 million U.S. dollars will be paid in four quarterly sequential installments, as of March 31, 2003 until December 31 2003, for an amount of 250 thousand U.S. dollars each. During 2004 a total of 2 million U.S. dollars will be paid in four quarterly sequential installments, starting on March 31, 2004 until December 31, 2004 for an amount of 500 thousand U.S. dollars each. During 2005 the balance will be paid in three quarterly sequential installments, starting on March 31, 2005 until September 31, 2005 in a total of 500 thousand U.S. dollars each and an additional last payment on December 31, 2005 which will be the balance remaining after paying all the above installments. 3.3.2.3 The rate of interest for the long-term credit (relating to all the long-term credit, excluding an amount of 2 million U.S. dollars as detailed below) will be Libor + 1.75% per year. It should be emphasized that 2 million U.S. dollars out of the above total long-term credit will be placed separately. The date of repayment of that credit will be on December 31, 2005 and the rate of interest for it, during the whole period of credit will stand at Libor + 2.25% p.a. 3.3.2.4 The term Libor in this clause will be as defined in the management conditions and the Libor will be for periods of three months. Nevertheless, the Company may request to change the Libor period on the date of payment of the interest as defined above, and may request that the Libor will be for a period of a year, provided that all the following conditions will be fulfilled: a. It will be possible to change the period of Libor only after the end of the period of Libor which will be in force at that time. b. The Company will inform the Bank of its above request in writing, 7 days prior to the date of payment of interest. c. The provisions of this clause relates only to the long-term credit. 4 d. To avoid doubt, it is hereby clarified that the dates of interest detailed in clause 3.3.2.1 will remain in full force even if the period of Libor should be changed. The other terms of the long-term credit will be as detailed in the application to receive credit signed by the Company at that time. 4. Collateral 4.1 All the collateral and/or guarantees that the Company delivered and/or will deliver to the Bank or that will be delivered and/or were delivered to us by a third party for the Company, will be used to secure the credit. Without derogating from the generality of the aforesaid, the general current charge that the Company created in favor of the Bank will also secure the credit. 4.2 The Company will submit, not later than March 31, 2003, an undertaking of each of the subsidiaries according to which each of the subsidiaries will undertake to the Bank in various undertakings in connection with its assets, properties and rights and - inter alia - will undertake not to create a charge of any type whatsoever on its properties, assets and rights, or part thereof, without the Bank's prior agreement. The wording of the letter of undertaking is attached as Appendix A2 to this Addendum. In addition, the Company will submit by the above date, a decision of the Company and of each of its subsidiaries to sign the above letter of undertaking. The Company will also submit, by the above date, a certificate of a lawyer who will declare that he is familiar with the law applying to the state in which the relevant subsidiary was incorporated, regarding the validity of the above undertaking and the above decisions in accordance with the law applying to that state in which the subsidiary was incorporated. The wording of the Company's above decision and the wording of the above lawyers certificate is attached as Appendix A2 to this addendum. 5. Financial coventions 5.1 The Company undertakes that the Company's tangible shareholders' equity as defined above will not be less at any time than a rate of 25% of the total Company balance sheet, and that the Company's tangible shareholders' equity will not be less at any time than 29 million U.S. dollars. 5.2 The ratio between the total long-term debts and liabilities (exceeding 12 months) of the Company to the total banking system and other financial institutions (including abroad), plus the current maturities for the long-term debts and liabilities and the EBITDA less capital investments and (i.e. less capital expenditures), as defined above, will not exceed the following ratios: The year 2002 - 1:6.5 The year 2003 - 1:5.5 The year 2004 - 1:5 5 It should be emphasized that the examination of the above ratios will be carried out each quarter during each of the years mentioned above. The calculation of the EBITDA regarding the three first quarters of the year will be as follows: The quarter relating to March 31, 2002: The EBITDA for the quarter ending March 31, 2002 will be multiplied by 4. For the quarter ended June 30, 2002: The aggregate total of the EBITDA for the first and second quarters of the year will be multiplied by 2. For the quarter ended September 30, 2002: The aggregate total of the EBITDA for the first, second and third quarters of 2002 will be multiplied by 4 and divided by 3. The calculation of the EBIDTA applying to the quarter ending December 31, 2002 will be as follows: The EBIDTA for the relevant quarter will be added to the EBIDTA for the three previous quarters and the three immediate previous quarter to that quarter (e.g.: in order to examine the above ratio in the first quarter of 2003 the EBIDTA for the first quarter of 2003 will be added to the EBIDTA of the 3 last quarters of 2002). The EBIDTA and capital investments will be as defined above in clause 1. 5.3 The total short-term debts and liabilities of the Company to the whole banking system and to other banking institutions (including abroad), will not exceed at any time 70% of all the Company's receivables for a period of up to 180 days (after provisions usually made in generally accepted accounting principles). It is clarified that in calculating the above debts and obligations all discounting transactions of receivables that the Company carried out or will carry out will be taken into account, and its is also clarified that in calculating receivables, the receivables included in the Company's financial statements for which discounting of receivables have been carried out should not be included. All the elements of the above financial covenants will be as these data appear in the quarterly and annual financial statements of the Company detailed below, and in the statements detailed in clause 7.3 below. 6. Additional undertakings and declarations of the Company The Company undertakes that up to the final and full payment of the credit and if it does not receive the prior written agreement of the Bank to act otherwise, then: 6.1 The Company will not take decisions regarding voluntary liquidation, changes in the structure of its corporation, a merger and/or decision regarding a comprise of arrangement within the meaning of the 6 Companies Law - 1999 or any other law to come in addition and/or instead and/or an application for a stay of proceedings under the Companies Law - 1999, or any other law that comes in addition or instead of it. The provisions of this clause relate both to the merger in accordance with the eighth section or the ninth section of the Companies Law - 1999, and regarding any other merger according to which most of the Company's assets are purchased by another corporation or according to which the shares of the Company are purchased, which give the purchaser control of the Company, or according to which the Company purchases directly or indirectly, most of the assets of another corporation or the shares of another corporation, which give it control in that corporation. Notwithstanding the aforesaid, the Company will be entitled to carry out reorganization of the Company and its subsidiaries, including the transfer of assets and operations from the Company to subsidiaries and from the subsidiaries to the Company and between themselves. 6.2 The total debts and obligations of the Company to the Bank will not exceed at any time 40% of the total debts and obligations of the Company to the whole banking system and to other financial institutions (including abroad). 6.3 The Company declares and confirms that regarding companies in which Company holds over 51% of their issued share capital, which are not included among the subsidiaries as defined in clause 1.4 above (hereinafter jointly and severally: " the additional companies") as follows: a. The additional companies have no debts and liabilities whatsoever to any banks or to other financial institutions (including abroad). b. The additional companies will not create liens on their assets. 6.4 The Company hereby confirms that at the time of signing this letter it is not in violation of the above conditions and/or any of the other conditions detailed in this Addendum. 7. Reporting 7.1 In this clause the term "financial statements" will have the following meaning: The annual and quarterly financial statements of the Company prepared in accordance with generally accepted accounting principles; where the quarterly statements are reviewed and the annual financial statements are audited plus the notes to the financial statements and the management reports. The annual statements will be submitted to the Bank immediately after their publication, and in any case not later than 5 months from the end of the year. 7 The quarterly statements will be submitted to the Bank not later than 45 days from the end of each quarter. 7.2 The Company will also deliver to the Bank the following reports/documents: 7.2.1 Copy of every significant report submitted by the Company to the SEC in the U.S and this immediately after such submission. 7.2.2 In addition, the Company will submit to the Bank from time to time, reports, documents, information and clarifications as far as required by it. 7.3 In addition, the Company will submit to the Bank not later than 45 days from the end of every quarter, details of all data regarding the financial covenants detailed in clause 5 above, and regarding the data connected with the aforesaid in clause 6.2 above, and this in accordance with the format attached at Appendix B to this letter and signed by the Company's CEO or VP Finance. 7.4 The Company is obliged to submit all the reports detailed in this clause as long as the credits have not been fully repaid. 8. Prepayments The Company will be entitled to make prepayment of the credit or any part thereof subject to the following accumulative conditions. 8.1 Early repayment will be carried out only on the date of payment of interest as detailed in clause 3.3. 8.2 Prior notice of 7 business days will be given to the Bank prior to the date of the expected payment. 8.3 In the event where only part of the principal of a credit is paid, then the balance will be continued to be paid in the original amounts stated in the credit documents and the period of repayment will be shortened accordingly. 8.4 On the date of the prepayment the Company will pay the Bank the principal amount prepaid plus interest on it and commissions up to that date. 9. Demand for immediate payment With regard to any amount in the credit framework not yet granted at the time of the occurrence of what is mentioned in this clause - the Bank will be entitled not to grant it, if one or more of the occurrences detailed in clause 22 of the Management Conditions occur, or if one of the occurrences or more of the following occurrences in this clause occur: 8 Regarding credits granted to the Company prior to the occurrence mentioned in this clause, the Bank will be entitled to demand immediate payment of all unpaid balance of the credit plus every amount which will indemnify, in the Bank's opinion, the economic damage caused to the Bank due to such immediate payment, if one or more of the events detailed in clause 22 of the Management Conditions, or if one or more of the following events in this clause occur. 9.1 If the Company violated any of its obligations under this Addendum, or if it becomes clear that any of its declarations is not correct. 9.2 If the total of the debts and obligations of "Nur Media Solutions" to any banks and/or to other financial institutions (including abroad), will exceed at any time an amount of 1.1 million dollars. It is hereby clarified that in calculating the debts and obligations mentioned in this clause, the debts and obligations for leasing transactions carried out by the Company mentioned in this clause are not included regarding vehicles intended for employees, and regarding office equipment. 9.3 If the total debts and obligations of Nur Europe Ltd. to any bank or to other financial institution (including abroad) will exceed at any time an amount of 500 thousand dollars or if the debts and obligations of Nur Europe Ltd. resulting from any other source which is not bank guarantees issued at its request and/or from discounting without recourse (including without recourse to Nur Europe and/or any company in the Nur Macroprinter Ltd. Group). It is clarified that in calculating the total debts and obligations mentioned in this clause, they will not include debts and obligations for leasing transactions carried out by the Company mentioned in this clause, regarding vehicles intended for employees and regarding office equipment. 9.4 If any of the subsidiaries (which is not Nur Media Solutions Ltd. or Nur Europe Ltd.) and/or any of the other companies will have any debts and obligations to any banks and/or to other financial institutions (including abroad) and/or if any of the other companies will create any lien in favor of any third party, It is hereby clarified that in calculating the total debts and obligations mentioned in this clause, the debts and obligations for leasing transactions carried out by the companies mentioned in this clause regarding vehicles intended for its employees and regarding office equipment, will not be included. 9.5 If any of the subsidiaries violates any of its obligations under the letter of undertaking signed by it in accordance with the provisions of clause 4.2 above. 9.6 If an application for a stay of proceeding has been submitted against the Company in accordance with section 350 of the Companies Law - 1999 9 or in accordance with any additional or other law which replaces it, and these were not removed within 14 days; or if such an application was made against a subsidiary of the Company which was not removed as mentioned above, and in the opinion of the Bank this will worsen or risk the chances of the Bank to be repaid fully and in due time for credits and/or is liable to worsen or risk the value of the collateral given to the Bank. 9.7 If on the agenda of the General Meeting and/or of a meeting of the Company's Board of Directors there will be a resolution regarding the following matters: A resolution under sections 350 and/or 351 of the Companies Ordinance or a resolution on voluntary liquidation or a resolution on a merger and/or changes in the Company's structure. 9.8 If the Company's shares will be suspended and/or delisted from trading on the stock exchange in the U.S. and the delisting and/or the suspension will not be removed within 5 days, or if trading in the Company's shares will be discontinued for a period exceeding 5 trading days, provided that the above did not occur as a result of a general discontinuance of trading on the stock exchange. 10. Options 10.1 At the time that the Company signs this Addendum, the Company and the Bank will sign a Warrant Agreement according to the wording attached hereto and marked with the letter "C". 11. Commission At the time of signing this letter, and as a condition for it coming into force, the Company will pay the Bank a commission for undertaking and preparation of the documents, of 25 thousand U.S. dollars, and this in addition to the commissions connected with managing its accounts and executing transactions. 12. Miscellaneous 12.1 Should the Bank waive any prior violation or non performance of one or more of the Company's obligations to the Bank, and/or noncompliance with any terms in accordance with this Addendum, this will not be considered as an agreement to any additional violation or additional noncompliance of any of the terms or such undertakings; and should the Bank abstain from using any right given it under this Addendum or under any law, or be interpreted as a waiver of that right. No relief or waiver of any of these conditions by the Bank, will not obligate the Bank and not be considered as an agreement to noncompliance of any of the conditions unless issued in writing by the Bank. 12.2 The rights of the Company under this letter and/or the documents mentioned in it and/or connected to it, cannot be assigned or transferred in any way whatsoever. 10 12.3 The Company, the shareholder, the directors and shareholders will not be entitled to present this document to any factor without the prior written agreement of the Bank. The aforesaid in this clause will not apply to the delivery of a document to the lawyer and to the auditor of the Company and/or its inclusion in the report to the Securities Authorities in the U.S. and/or its delivery to any factor or authority who are entitled to demand it by law. 12.4 Every notice that the Company must deliver to the Bank in writing as mentioned in this Addendum, will be delivered by the Company to the Technology and Communications Sector. Such notice will be delivered by personal delivery or by registered mail or by facsimile, provided that the delivery by facsimile will be considered as delivered only if the Company will have a confirmation about the proper regular sending of the facsimile notice and telephone confirmation of the person receiving the facsimile in the Bank. Every notice that the Bank must deliver to the Company in writing as mentioned in this Addendum and/or any other document signed by the Company in favor of the Bank and/or according to any law will be delivered by the Bank to the VP Finance of the Company or to one of the employees under him. Such notice will be delivered by personal delivery or by registered mail or by facsimile, provided that on delivery by facsimile this will be considered as delivered only if the Bank has confirmation about the regular transfer of a facsimile notice and a telephone confirmation of the person who received the facsimile. 12.5 Should stamp tax apply to this Addendum and the other documents signed in connection with it or according to it, will apply to the Company and be paid by it in due time. 12.6 In every place where there will be a specific contradiction between the provisions of this Addendum and any other document signed by the Company prior to this document, the provisions of this document will prevail. 12.7 To avoid doubt, the Company knows that without derogating from the aforesaid, the provisions of this letter will apply only after the signature of the Company on all the documents regularly required by the Bank regarding the credit and collateral, including the options agreement, submitting all the approvals required by the Bank to its satisfaction and payment of the commissions detailed in this letter above. In witness whereof we hereby sign Nur Macroprinters Ltd. 11 Date: February 11, 2002 Messrs. Nur Macroprinters Ltd. The above, plus the general conditions for the opening of a credit account in foreign currency and in Israeli currency is agreed by us. _____(X)___________(X)______ Bank Leumi Le'Israel B.M. 12 February 12, 2002 Central Management Business Division Technology and Communications Sector High Technology Industries Branch. Messrs: Nur Macroprinters Ltd. Re: Balance of long-term loans Further to clause 3.3. of the Addendum to the general conditions for the opening a credit account in foreign currency and in Israeli currency dated February 11, 2002, we hereby approve your application as follows: The total balance of the long-term loan principal, correct as of February 11, 2002 is 15 million U.S. dollars. To avoid doubt, it is hereby clarified that the above amount does not include interest and commissions and other banking expenses. Yours sincerely, ( - ) ( - ) Bank Leumi Le'Israel B.M. ----------------------------- (X) (X) 13 EX-10 13 ex10-13.txt EXHIBIT 10.13 Exhibit 10.13 [LETTERHEAD OF BANK LEUMI] Bank Leumi le-Israel B.M. Corporate Division 21 June, 2000 To: NUR Macroprinters Ltd Dear Sirs, re: Commitment Letter ----------------- At your request, we confirm that Bank Leumi le-Israel B.M. ("the Bank") is willing in principle to grant you a long term credit, upon your application, in the amount of up to US$10,000,000 (Ten Million United States Dollars) ("the Credit"), on the terms and subject to the conditions set out below: 1. The Credit ---------- a) Drawdown Period - within 2 months from the date hereof. b) Duration - up to 3 years from drawdown date. c) Interest Rate - LIBOR+0.7% p.a. d) Repayment of principal - half of the credit amount will be paid in 8 equal quarterly installments commencing 12 months from the drawdown date, the other half of the credit amount will be paid bullet on the maturity date of the Credit. e) Payment of Interest - quarterly. f) Prepayment of the Credit - you may prepay the Credit on each interest payment date without any premium or penalty. g) Fees - (i) up front fee of US$ 3000 flat to be paid on the drawdown date. (ii) US$ 500 for preparation of Credit documentation to be paid on the drawdown date. h) All other terms of the Credit shall be as agreed and set out in the following documents: (i) General Conditions for opening an Account for receiving credits in foreign currency index-linked- and in Israeli currency (unlinked index-linked/linked to foreign currency). (ii) Request to receive credit. (iii) Debenture (hereinafter called "the Bank's Credit documents")
2. It is our understanding that you require the Credit in connection with the purchase of the assets of Salsa Digital Ltd. In the event that the aforesaid purchase of assets shall not take place, this letter shall be cancelled forthwith, no drawings of the Credit shall be permitted, and if any drawings of the Credit shall have already been made, such drawings, shall be deemed of default under the terms of the credit. 3. The Collateral -------------- You will create in favour of the Bank a first degree floating charge over all your assets in form and substance satisfactory to the Bank. 4. General ------- a) You shall sign all customary forms and documents in form and scope which the Bank shall consider necessary with respect to the granting of the Credit and the aforesaid Collateral. b) No adverse change shall have occurred in the limitations imposed upon the Bank, including changes in the policy of the Bank of Israel or any change in law not existing on the date of signature hereof, relating to credits (including liquidity requirements relating to the Credit in respect of foreign currency and/or Israeli currency). The expression "law" shall mean any law, regulation, or instructions of the Bank of Israel or any other authority, whether or not having the force of law, including agreements between the Bank and the Bank of Israel or such other authority. c) There shall not, in the opinion of the Bank, have occurred any material adverse change in your business, assets or financial condition and/or in the value of the Collateral. d) No event shall occur which entitles the Bank, in its opinion, according to the Bank's Credit documents, to require immediate repayment of any amount due or becoming due to the Bank from you, subject to any amendments to such documents which shall have been agreed between you and the Bank. In the event of any discrepancy between the terms of this letter and the terms of any other document signed or to be signed by you in favour of the Bank in respect of the Credit and/or the Collateral, the terms of this letter shall prevail. e) You shall deliver to the Bank the following financial statements of your company, commencing from the date of this letter and until all of the Credit and interest accrued thereon are fully paid to the Bank: (i) As soon as practicable, but in any event within 150 (one hundred and fifty) days after the end of each fiscal year, an income statement for such fiscal year, a balance sheet as of the end of such year, and a statement of cash flow for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principals ("GAAP"), and audited by a major accounting firm acceptable to the Bank. -2- (ii) As soon as practicable, but in any event within 60 (sixty) days after the end of each of the four calendar quarters of each fiscal year, a profit or loss statement, a statement of cash flow for such fiscal quarter and a balance sheet as the end of such fiscal quarter, such quarter-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principals ('GAAP'), and reviewed by a major accounting firm acceptable to the Bank. f) This letter is personal to you and may not be relied upon by any other party. Your rights under this letter are not assignable or transferable in any manner whatsoever to any third party. g) Stamp duty, if applicable, to this letter or in respect of any other documents in relation to the Credit and the aforesaid collateral, is to be paid by you. This Commitment Letter is valid until 31/7/2000, and all drawings of the Credit must be made by you by such date. This letter will come into force upon the receipt of US$ 1000 which will be deducted from the up front Fee. If the terms and conditions specified above are acceptable to you, please confirm this by countersigning this letter in the space provided below and returning a copy to us by no later than 30/6/2000. Yours faithfully, [SIGNATURE ILLEGIBLE] BANK LEUMI LE-ISRAEL B.M. Corporate Division Agreed and accepted: NUR Macroprinters Ltd. By: [SIGNATURE ILLEGIBLE] -3- 24 December, 2000 To: NUR Macroprinters Ltd. Dear Sirs, re: Commitment Letter ----------------- At your request, we confirm that Bank Leumi le-Israel B.M. ('the Bank') is willing in principle to grant you a long term credit, upon your application, in the amount of up to US$5,000,000 (Five Million United States Dollars) ('the Credit'), on the terms and subject to the conditions set out below: 1. The Credit a) Drawdown Period--within 2 months from the date hereof. b) Duration -- up to 3 years from drawdown date. c) Interest Rate -- LIBOR+0.7% p.a. d) Repayment of principal -- half of the credit amount will be paid in 6 equal quarterly instalments commencing 18 months from the drawdown date, the other half of the credit amount will be paid bullet on the maturity date of the Credit. e) Payment of Interest -- quarterly. f) Prepayment of the Credit -- you may prepay the Credit on each interest payment date without any premium or penalty. g) Fees -- (i) up front fee of US$1,000 flat to be paid on the drawdown date. (ii) US$500 for preparation of Credit documentation to be paid on the drawdown date. h) All other terms of the Credit shall be as agreed and set out in the following documents: (i) General Conditions for opening an Account for receiving credits in foreign currency index-linked- and in Israeli currency (unlinked index-linked/linked to foreign currency). (ii) Request to receive credit. (iii) Debenture. (hereinafter called 'the Bank's Credit documents'). 2. The Collateral -------------- The credit shall be secured by the existing Debenture dated signed by you in favour of the bank. 3. General ------- a) You shall sign all customary forms and documents in form and scope which the Bank shall consider necessary with respect to the granting of the Credit and the aforesaid Collateral. b) No adverse change shall have occurred in the limitations imposed upon the Bank, including changes in the policy of the Bank of Israel or any change in law not existing on the date of signature hereof, relating to credits (including liquidity requirements relating to the Credit in respect of foreign currency and/or Israeli currency). The expression 'law' shall mean any law, regulation, or instructions of the Bank of Israel or any other authority, whether or not having the force of law, including agreements between the Bank and the Bank of Israel or such other authority. c) There shall not, in the opinion of the Bank, have occurred any material adverse change in your business, assets or financial condition and/or in the value of the Collateral. d) No event shall occur which entitles the Bank, in its opinion, according to the Bank's Credit documents, to require immediate repayment of any amount due or becoming due to the Bank from you, subject to any amendments to such documents which shall have been agreed between you and the Bank. In the event of any discrepancy between the terms of this letter and the terms of any other document signed or to be signed by you in favour of the Bank in respect of the Credit and/or the Collateral, the terms of this letter shall prevail. e) You shall deliver to the Bank the following financial statements of your company, commencing from the date of this letter and until all of the Credit and interest accrued thereon are fully paid to the Bank: (i) As soon as practicable, but in any event within 150 (one hundred and fifty) days after the end of each fiscal year, an income statement for such fiscal year, a balance sheet as of the end of such year, and a statement of cash flow for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principals ('GAAP'), and audited, by a major accounting firm acceptable to the Bank. (ii) As soon as practicable, but in any event within 60 (sixty) days after the end of each of the three calendar quarters of each fiscal year, a profit or loss statement, for such fiscal quarter and a balance sheet as the end of such fiscal quarter, such quarter-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principals ('GAAP'), and reviewed by a major accounting firm acceptable to the Bank. -2- f) This letter is personal to you and may not be relied upon by any other party. Your rights under this letter are not assignable or transferable in any manner whatsoever to any third party. g) Stamp duty, if applicable, to this letter or in respect of any other documents in relation to the Credit and the aforesaid collateral, is to be paid by you. This Commitment Letter is valid until 31/1/2001, and all drawings of the Credit must be made by you by such date. This letter will come into force upon the receipt of US$1,000 which will be deducted from the up front Fee. If the terms and conditions specified above are acceptable to you, please confirm this by countersigning this letter in the space provided below and returning a copy to us by no later than 31.12.2000. Yours faithfully, [SIGNATURE ILLEGIBLE] BANK LEUMI LE-ISRAEL B.M. Corporate Division Agreed and accepted: NUR Macroprinters Ltd. By: ________________________ -3- EX-10 14 ex10-20.txt EXHIBIT 10.20 Exhibit 10.20 - -------------------------------------------------------------------------------- MASTER REMARKETING AGREEMENT - -------------------------------------------------------------------------------- This Master Remarketing Agreement ("Agreement") dated as of July 20th, 2001 is hereby entered into by and between NUR America, Inc., with an office located at 4671 Highway 90 West, San Antonio, Texas 98237 ("Contractor") and CVF Vendor Finance, Inc. with a place of business located at One International Boulevard, Mahwah, New Jersey 07430 ("CVF"). CVF owns and leases to third parties certain press, graphics and other general equipment types (collectively, the "Equipment" and individually an "Item of Equipment") in the ordinary course of its business which Equipment, from time to time, requires remarketing services. CVF desires to engage Contractor and Contractor desires to accept such engagement to remarket the Equipment on behalf of CVF under the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual covenants herein contained, incorporating the foregoing by reference, and intending to be legally bound hereby, for good and valuable consideration, the receipt of which is hereby acknowledged, CVF and Contractor agree as follows: 1. Engagement. This Agreement shall commence as of date set forth above, and shall continue in effect indefinitely subject to the right of either party to terminate the Agreement as set forth in Paragraph 14. CVF will, from time to time, engage Contractor to accept delivery of, pick up, store, refurbish, remarket, sell or otherwise dispose of (collectively "Remarket") the Equipment pursuant to the procedures specified herein. Contractor understands that no amount of work is guaranteed, CVF is not contracting exclusively with Contractor hereunder, and that CVF reserves the right to use others for the same or similar work. Contractor is being engaged on an independent contractor basis to act as a broker in the resale of Equipment. CVF and Contractor intend that engagements under this Agreement will be true consignments and neither CVF nor Contractor intend that engagements hereunder be characterized as secured transactions. In the event however, that notwithstanding such intent and agreement, any engagement hereunder is deemed to be a consignment intended for security, Contractor 1 grants to CVF a first priority security interest in the Equipment subject to such engagement(s) (including any replacements, substitutions, additions, attachments and proceeds), and this Agreement shall constitute a security agreement under applicable law. Contractor will deliver to CVF signed financing statements or other documents that CVF may request to protect CVF's interest in the Equipment. CONTRACTOR AUTHORIZES CVF TO FILE A COPY OF THIS AGREEMENT AS A FINANCING STATEMENT AND APPOINTS CVF OR CVF'S DESIGNEE AS CONTRACTOR'S ATTORNEY-IN-FACT TO EXECUTE AND FILE, ON CONTRACTOR'S BEHALF, FINANCING STATEMENTS COVERING THE EQUIPMENT. All Gross Sales Proceeds (as defined in paragraph 11 below) are the property of CVF and are to be held in trust by the Contractor. 2. No Discrimination. Contractor agrees to Remarket the Equipment so as to neither favor nor discriminate against CVF. Notwithstanding the above, Contractor agrees to use its best efforts to Remarket the Equipment, but will refrain from using any technique, approach, method or procedure which would be contrary to law, or detrimental or adverse to CVF's policies or to CVF's public image. 3. Obtaining Possession of Equipment. From time to time, CVF may transmit a Remarketing Schedule, attached hereto as Exhibit A, to Contractor to take possession of and transport to its designated facilities, Equipment subject to a lease in default (Repossession). Contractor shall transmit a cost assessment related to the recovery of the Equipment within 48 hours of such Repossession. Upon approval from CVF of the cost assessment, Contractor shall, as the situation requires, either pick up or accept delivery of the Equipment for Remarketing on CVF's behalf. Contractor shall have in its possession all Equipment subject to any repossession request within 30 days after receipt of CVF's request, unless otherwise authorized by CVF. To the extent Contractor obtains possession of Equipment, it does so on behalf of CVF and no title to such Equipment shall pass to Contractor. Contractor shall keep the Equipment at the address shown above (or at such other location(s) as CVF may from time to time authorize) and shall permit CVF and its authorized representatives reasonable access to the Equipment during normal business hours. 4. Receipt and Condition of Equipment. Within two (2) business days of receipt, recovery or relocation of CVF's Equipment, Contractor shall provide CVF with the following: 2 A. An e-mail transmission or fax transmission notifying CVF of said receipt, recovery or relocation of Equipment by Contractor. B. The location of the Equipment, including the full name and address of the storage facility. C. The name and telephone number of the primary contact at the storage location of Equipment. Within five (5) business days of receipt, recovery or relocation of CVF's Equipment, Contractor shall provide CVF with the following: A. The general condition of the Equipment. B. Sufficient color photographs of each individual item of Equipment to allow CVF to view all aspects of the Equipment. Contractor will provide a minimum of three (3) photographs. C. Liquidation sale price to be paid by Contractor within thirty (30) days. Contractor shall not be entitled to Contractor's Compensation as outlined in paragraph 13 hereof. 5. Pricing Guidelines. In the event CVF elects to sell the Equipment in the condition as it was received, Contractor shall prepare the Equipment for sale, including but not limited to clean-up and preparation for display within five (5) days of receipt of Equipment. Contractor shall use its best efforts to provide adequate exposure of CVF's Equipment to potential buyers to ensure that all sales are commercially reasonable sales. For certain of the Equipment consigned to Contractor, CVF may provide to Contractor resale pricing guidelines by make and model number. In the event an Item of Equipment has not been sold within ninety (90) days after its consignment hereunder, the parties may review any related pricing guidelines and, if both parties concur, revise such pricing guidelines. CVF will reserve the right to seek out other sources to assist in the remarketing effort at this time and may opt to remove the Equipment with 5 days written notice to Contractor as outlined in paragraph 14 below. 6. Indemnification. Contractor agrees (i) to assume sole responsibility and liability for any personal injury and/or property damage resulting from, and (ii) to indemnify and hold CVF harmless against and from; all claims, lawsuits, damages, expenses and losses (collectively, "Claims") arising out of: a) the use, operation, possession, delivery, storage or maintenance of the Equipment; b) a breach of this Agreement by Contractor; or c) the conduct of Contractor and/or its agents in endeavoring to repossess and/or Remarket any Equipment. 3 Contractor agrees to reimburse CVF for and, if CVF requests, defend CVF against any Claims. 7. Insurance. Contractor will maintain insurance in accordance with the requirements set forth in Exhibit E, or in accordance with such requirements as CVF may from time to time establish and provide written notice thereof to Contractor. 8. Records. Contractor shall maintain and provide CVF and its authorized representatives with reasonable access to records containing information with respect to the Equipment including a complete, accurate and current inventory of all CVF Equipment in Contractor's possession, of pending Equipment recoveries, Contractor's sales activities including, but not limited to, pending sale activity, the names of all buyers, quantities purchased and terms of each sale. CVF may request a status report for an item of Equipment which relates all the actions taken by the Contractor on that account. Any and all reports will be made available to CVF on a monthly basis or upon demand when necessary. At any time during the term of this Agreement, Contractor shall permit CVF and its authorized representatives to audit all books, files, records and other relevant data pertaining to Equipment referred for Remarketing by CVF. Such audit shall be undertaken during the Contractor's regular business hours and CVF shall be entitled to a reimbursement of its reasonable expenses if such audits reveal any material breach of this Agreement by Contractor. 9. Expenses. Except for authorized Extraordinary Expenses as set forth in Paragraph 10 below Contractor shall bear all expenses incurred by or on behalf of Contractor in connection with Remarketing activities including, without limitation, all advertising, direct mailing, storage, handling, billing refurbishing, shipping, and collection and travel expenses. 10. Extraordinary Expenses. If Contractor takes possession of any Equipment in such condition as the Contractor and CVF render it unmarketable, Contractor shall assess the condition of such Equipment and inform CVF of its estimated value in its present condition together with a written estimate of the cost to repair such Equipment and its estimated value subsequent to such repair. CVF shall direct Contractor by written notice to either repair such Equipment, attempt to sell it without repair, or dispose of it in a commercially reasonable 4 manner such as for scrap or salvage value. CVF shall reimburse Contractor for all reasonable expenses which were approved by CVF and which were incurred in connection with the repair of any Equipment pursuant to this Paragraph 10 (the "Extraordinary Expenses"). Notwithstanding the foregoing, Contractor acknowledges that if work is performed or caused to be performed on an Item of Equipment without prior written authorization of CVF, Contractor shall be solely responsible for all costs and expenses associated with such work. 11. Billing, Collecting and Remittance of Sale Proceeds. If the Remarketing performed by the Contractor on behalf of CVF results in the sale of such Equipment to a buyer, the Contractor will obtain CVF's prior approval before accepting any sales offers for CVF's Equipment. CVF agrees to timely invoice the buyer for the Equipment selling price (the "Gross Sale Proceeds") with instructions that the buyer of the Equipment remit all sale proceeds directly to Citicorp Vendor Finance, Inc. at an address designated by CVF. Contractor agrees that it will not make any representations or warranties whatsoever to prospective or actual buyers of the Equipment for or on behalf of CVF. The Contractor's Compensation calculated in accordance with Paragraph 13 below shall be remitted to Contractor within fourteen business days of CVF's receipt of the Gross Sale Proceeds. No Equipment shall be released to buyer until CVF receives the Gross Sales Proceeds or without CVF's written consent. At such time, CVF will notify Contractor via e-mail or fax to release said Equipment. 12. Taxes. Unless otherwise required by law, Contractor shall not make any reports on behalf of CVF to any taxing official concerning the consigned Equipment in the possession of Contractor, and shall not pay any taxes that may be assessed on the Equipment. If Contractor is called upon to make any such reports or pay any such taxes, it shall immediately forward to CVF the request received by it and shall thereafter take only such action in reference thereto as may be required by law until instructions are received from CVF. Notwithstanding the foregoing, if any sale of an item of Equipment by Contractor on behalf of CVF is a sale subject to tax by any state or local taxing authority, Contractor, on behalf of CVF, shall bill and collect such tax from the buyer of such item and shall account for and promptly remit such tax amounts directly to the proper taxing authorities. 5 13. Contractor's Compensation. As compensation for the Remarketing services performed hereunder by Contractor, CVF agrees to pay to Contractor 20% of the Gross Sales Proceeds from sale of the Equipment. The Compensation for an Item of Equipment shall be paid to Contractor only from the Gross Sale Proceeds for such Item. 14. Termination. The Remarketing services of the Contractor with respect to any Remarketing Schedule (or portion of the Equipment listed thereon) may be terminated upon five business (5) days prior written notice from the party terminating to the other party. However, termination with respect to any Remarketing Schedule (or portion of the Equipment listed thereon) shall not constitute termination of any other Remarketing Schedule or of this Remarketing Agreement, which shall continue in effect so long as any Remarketing Schedule or portion thereof shall remain in effect. Contractor shall immediately return to the location(s) specified by CVF (at CVF's expense) all Equipment listed on a Remarketing Schedule which has been terminated hereunder. In such instances, CVF shall not be responsible for any expenses incurred by Contractor relating to the Equipment in any way, other than any approved Extraordinary Expenses as set forth is Paragraph 10. a) This Agreement maybe terminated by either party upon the provision of thirty (30) days prior written notice thereof to the other party setting forth the effective date of such termination. Termination of this Agreement shall not effect the obligations of either party to the other party pursuant to any right or cause of action which may have accrued or which may have been accruing prior to such termination. b) If either party is in default of its obligations under this Agreement and such default continues for three (3) business days after written notice (or oral notice followed up by written notice) thereof by the party not in default, such non-defaulting party may, in addition to all other rights and remedies provided by law or this Agreement, cancel this Agreement. c) In the event of a filing by or against Contractor of a request, pleading or petition under the bankruptcy, insolvency or similar laws of the United States, or any state foreign country or territory, this Agreement shall be automatically terminated with no further notice to Contractor. For purposes of this Agreement, such termination shall be deemed to have occurred just prior to the filing of such request, pleading or 6 petition. If the Contractor becomes insolvent, ceases to do business as a going concern, admits an inability to pay its debts as they become due or is generally not paying its debts as they become due, CVF may, without further notice to Contractor, terminate this Agreement. Termination of the Agreement pursuant to this paragraph shall be without prejudice to any other remedies that CVF may otherwise have. This provision is intended to apply to the full extent permitted by law. d) If this Agreement is terminated by CVF pursuant to any provision of this Agreement, Contractor agrees that CVF shall not be liable for any indirect, special or consequential damages and Contractor shall waive all such claims against CVF arising from this Agreement. In addition, CVF and Contractor shall each release the other from any further obligation, duty or liability arising out of this Agreement except for any liability or obligation, whether of indemnity or otherwise, which may have accrued or which may have been accruing at the time of cancellation or termination or is otherwise specified in this Agreement. e) The terms, conditions, and warranties contained in this Agreement that by their sense and context are intended to survive the performance thereof by either or both parties hereunder shall so survive the completion of performance, cancellation or termination of this Agreement. 15. No Agency. Nothing contained in this Agreement shall be construed to place CVF and Contractor in a relationship as partners, joint ventures, or principal and agent. Neither CVF nor Contractor shall act as or represent itself as an agent, partner, or joint venture of the other. Contractor has entered into this Agreement with the express intention, understanding and knowledge that its relationship to CVF is that of an independent contractor, and not that of any agent, servant, or employee; and that Contractor shall have no power or authorization to bind or otherwise obligate CVF on any matter whatsoever, except as provided in the express terms and conditions of this Agreement. No acts, omissions or assistance given by CVF, its officers, staff, employees, agents, representatives or associated companies shall be construed to alter Contractor status as an independent contractor. 16. Amendments. This Agreement and any Remarketing Schedule may only be amended by a writing signed by the parties hereto. 7 17. Advertising; Confidentiality. Contractor shall not advertise, market or otherwise disclose to any other person, any information relating to the making of this Agreement, nor use CVF's name or logo without CVF's written consent. Any information or material which is transmitted by CVF to Contractor shall be treated as confidential except for information which: (i) is or becomes available to the public other than as a result of the disclosure by Contractor; or (ii) is required to be disclosed under applicable law. 18. Financial Statements. Upon CVF's request, Contractor shall provide its annual audited financial statement within two weeks of its issuance, to CVF once such statements have been made public. Additionally on a quarterly basis, and within 90 days of the end of any such quarter of Contractor's fiscal year, Contractor shall provide CVF with its comparative interim financial statement once such statement has been made public. 19. No Gifts. The exchange or offering of any gift item, personal service, entertainment or unusual hospitality by either party of this Agreement to the other party is expressly prohibited. This prohibition is equally applicable to either party's officers, employees, agents or immediate family members. Any violation of this provision shall constitute cause for immediate cancellation of this Agreement. 20. Notices. All notices or other communications in furtherance of this Agreement, except as otherwise noted, shall be deemed to have been duly given when made in writing and delivered in person or deposited in the United States mail, postage prepaid and addressed as follows: To Contractor: ----------------------------- ----------------------------- ----------------------------- Attn: ------------------------ To CVF: Citicorp Vendor Finance, Inc. One International Boulevard Mahwah, New Jersey 07430 Attn: ------------------------ 8 Or to such other address as a party may from time to time specify to the other party. 21. Entire Agreement. This Agreement supersedes all previous arrangements or agreements, whether written or oral, and comprises the entire Agreement of the parties. 22. Survival. The representations and agreements in this Agreement shall survive the execution and delivery of this Agreement and consummation of any transaction hereunder. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. 23. Assignment. Contractor's rights or obligations hereunder may not be assigned to any other party without the express prior written consent of CVF. 24. Compliance with Laws. Each party represents and warrants that it is in compliance and will continue to comply in all respects with all applicable federal, state and local laws and regulations in connection with its obligations under this agreement and that it has obtained any and all licenses, permits, registrations and regulatory approvals required to perform its obligations under this Agreement. 25. CHOICE OF LAW. THIS AGREEMENT IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY. THE PARTIES CONSENT TO THE JURISDICTION OF ANY COURT LOCATED WITHIN NEW JERSEY AND EXPRESSLY WAIVE ANY RIGHTS TO A TRIAL BY JURY. CITICORP VENDOR FINANCE INC. NUR AMERICA, INC. By: [Signature Illegible] By: Joel Jesselsohn --------------------------- --------------------------- Title: Vice President Title: VP Finance & CFO Date: 7/19/01 Date: 7/19/01 9 EXHIBIT A REMARKETING SCHEDULE AUTHORIZATION TO REPOSSESS EQUIPMENT COLLECTOR: DATE ASSIGNED: 06/13/00 DATE REPOD: --------- TO: FROM: LEASE: LESSEE: ADDRESS1: ADDRESS2: CONTACT: PHONE#: EQUIP DESCRIPTION: EQUIP DESCRIPTION2: SERIAL NUMBER(S): APPROVED BY: DATE: ------------------ ----------------------- CONTRACTOR IS HEREBY AUTHORIZED BY CITICORP VENDOR FINANCE, INC. TO REPOSSESS ALL OF THE ABOVE REFERENCED EQUIPMENT. COMMENTS: 10 EXHIBIT B INSURANCE REQUIREMENTS The Contractor shall maintain such insurance as will cover and include all obligations assumed by Contractor, pursuant to the Remarketing Agreement dated as of ________________ by and between NUR America, Inc. ("Contractor") and "CVF", Inc., as well as such insurance as will protect Contractor from claims and liability under any Worker's Compensation Act as required by applicable state law and from any other claims of liability for any damages, including bodily injury and for damages to property which may arise from its acts, omissions and/or operations under this Agreement. Certification of such insurance signed by the insurer shall be submitted to CVF prior to the signing of this Agreement. It shall indicate that the Contractor has coverage that meet or exceed the following requirements: a) Comprehensive automobile liability insurance, with limits of at least $1,000,000 combined single limit for bodily injury and property damage for each occurrence. b) Comprehensive General Liability ("CGL") insurance, including Blanket Contractual Liability and Broad Form Property Damage, with limits of at least $1,000,000 combined single limit for personal injury and property damage for each occurrence. c) Professional liability and/or errors and omissions policies with coverage for all actions of the Contractor and its personnel and with limits of liability no less than $1,000,000. d) Broad form "all risk" property insurance on all Equipment in the Contractor's possession for an amount at least equal to the Equipment's fair market value. e) Contractor shall provide proof that contractor is fully bonded. All CGL insurance shall designate Citicorp Vendor Finance, Inc. as an additional insured. All property insurance on the Equipment will name Citicorp Vendor Finance, Inc. as a loss payee. All 11 insurance required hereunder will be issued by the companies acceptable to CVF and will provide that CVF will be given 30 days advance notice of any cancellation or material change of such insurance. 12 COST PER USAGE (3rd Pty--CPU) MANUFACTURER PROGRAM AGREEMENT THIS AGREEMENT dated as of 20 day of July, 2001 by and between NUR America, Inc. with its principal offices at 4671 Highway 90 West, San Antonio, Texas 58237 ("Manufacturer") and Citicorp Vendor Finance, Inc., with its offices at One International Boulevard, Mahwah, New Jersey 07430-0631 ("CVF"). RECITALS A. Manufacturer is a distributor of certain printing machines and CVF, in connection with its leasing business, from time to time, purchases equipment from manufacturers and distributors for the purpose of leasing that equipment to customers of the manufacturers and distributors. B. Manufacturer desires to sell certain of its printing machines (the "Equipment") to CVF for CVF to lease such Equipment to Manufacturer's customers (the "Users") under certain "cost per usage" arrangements and pursuant to certain cost per usage rental agreements covering such Equipment ("CPU Agreements") and CVF desires to purchase such Equipment for that purpose, subject to the terms and conditions described herein. NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows: 1. DESCRIPTION OF CPU AGREEMENT. The parties agree that CVF's form of CPU Agreement shall be utilized with the Users; a print of the form is attached hereto as Exhibit "A" and made a part hereof. CVF reserves the right to make changes to the form of CPU Agreement from time to time. CVF acknowledges that Manufacturer is the licensor of any software ("Software") included with the Equipment and the CVF has no right to license such Software. 2. PURCHASE PRICE. Within 48 hours of CVF's receipt of (a) all properly executed rental agreement documents and collateral documents, satisfactory to CVF in all respects and (b) all required advance rentals, CVF will issue its purchase order and upon delivery and acceptance of the Equipment, fund the purchase price of the Equipment by, at CVF's option, overnight mail or wire transfer to manufacturer's bank account. 3. SUPPORT AGREEMENTS; SUPPORT OBLIGATIONS. (a) Pursuant to certain warranties, maintenance agreements, service contracts or other agreements or undertakings (written or oral) made by Manufacturer (collectively, the "Support Agreements"), Manufacturer is obligated to perform, or to cause a third party to perform certain warranty, repair, maintenance, service or other support obligations with respect to the Equipment (collectively, the "Support Obligations"). (b) Manufacturer shall perform, or cause to be performed, in accordance with the terms and conditions of the Support Agreements, all of the Support Obligations with respect to the Equipment; provided, however; that if Manufacturer shall fail to perform such Support Obligations, CVF may (but shall not be required to) perform such Support Obligations, or to cause the same to be performed by another person, without releasing Manufacturer from its obligations therefor or waiving any claim against Manufacturer in connection therewith. (c) In consideration of Manufacturer's covenant to perform the Support Obligations, or to cause the same to be performed, CVF shall remit to Manufacturer a monthly support amount as agreed upon by the parties (the "Monthly Support Amount") out of the monthly rentals collected by CVF under each CPU Agreement. The Monthly Support Amounts collected by CVF in each month shall be remitted to Manufacturer daily as received, less a fee of five dollars ($5.00) for each CPU Agreement. (d) CVF shall have no obligation or liability to remit to Manufacturer the Monthly Support Amounts with respect to any CPU Agreement, except out of monies actually received by CVF in excess of the minimum monthly rentals due under such CPU Agreement ("Monthly Minimum Payments"). If at any time any payment by a User is rescinded or must otherwise be returned unpaid by the bank, Manufacturer shall return to CVF any amounts paid to Manufacturer by CVF out of such rescinded or returned payment or at CVF's option may be deducted from amounts owed to Manufacturer by CVF. (e) In the event that Manufacturer shall fail to perform or fail to cause to be performed the Support Obligations with respect to any CPU Agreement (a "Manufacturer Default"), CVF shall have no further obligation to remit to Manufacturer the Monthly Support Amounts with respect to such CPU Agreement. Following the occurrence of a Manufacturer Default with respect to any CPU Agreement which default remains uncured to User's satisfaction, CVF shall have the right, in its sole discretion, to apply all or part of the Monthly Support Amounts that would otherwise be payable to Manufacturer with respect to such CPU Agreement to one or more of the following uses: (i) to engage another person to perform the Support Obligations with respect to such CPU Agreement; (ii) to give a rebate, discount or other allowance to the User under such CPU Agreement; and/or (iii) to compensate CVF for any losses, damages, costs and expenses incurred by CVF as a result of such Manufacturer Default. (f) In the event that a User fails to make any payment as a result of Manufacturer's breach of any support agreement or unsatisfactory maintenance, repairs or service by Manufacturer and if Manufacturer is in agreement with said claim, then upon notice to Manufacturer by CVF, Manufacturer shall have forty five (45) days in which to cure the conditions which gave rise to such non-payment. If Manufacturer fails to do so, Manufacturer shall, within 5 days thereafter, repurchase the CPU Agreement for an amount equal to the "Repurchase Price", as defined in Section 2(j) below. (g) If there is a dispute between Manufacturer and a User and CVF litigates against a User claiming non-performance of Equipment and a decision is rendered in favor of said User, Manufacturer shall, within 5 days thereafter, time being of the essence, repurchase the CPU Agreement for the Repurchase Price, and reimburse CVF for all court costs, attorney's fees, awards and/or damages assessed against CVF in such proceeding. CVF shall have the right to setoff any amounts owed by Manufacturer to CVF against any amounts payable by CVF to Manufacturer under this Agreement. (h) In the event that payment of the Repurchase Price or the payment of CVF's court costs and attorney's fees is not received within 5 days after due, Manufacturer shall pay interest on the unpaid amounts at a rate of one and one-half percent (1.5%) per month until paid but not in excess of the maximum amount permitted by law. (i) Upon CVF's receipt of the full Repurchase Price with respect to any CPU Agreement, such CPU Agreement and related Equipment shall be sold and assigned by CVF to Manufacturer "AS IS", "WHERE IS" without recourse or warranty of any kind. (j) "Repurchase Price" shall be equal to the sum of (i) all Monthly Minimum Payments and other sums then due and owing but unpaid under such CPU Agreement plus (ii) the present value of all Monthly Minimum Payments and other amounts to become due during the remaining term of the CPU Agreement less the Monthly Support Amounts, plus the anticipated value of the Equipment at the end of the initial term or applicable renewal term of the CPU Agreement, all discounted at a rate of six (6%) percent per annum (but, as to all of the foregoing, only to the extent permitted by law). In addition, Manufacturer shall pay to CVF all out-of-pocket expenses (including but not limited to reasonable attorneys' fees and costs and any awards or assessments made against CVF relative to such CPU Agreement) incurred by CVF in connection with the collection or attempted collection of payments and other amounts due it under such CPU Agreement or the enforcement of CVF's rights under this Agreement. 4. BILLING AND COLLECTION OF MONTHLY MINIMUM PAYMENTS. (a) CVF shall bill and collect all amounts due under the CPU Agreements, in addition to the Monthly Minimum Payments, based on the usage amounts used by such Equipment (the "Excess Usage Charges"). (b) All Excess Usage Charges collected by CVF in each month shall be remitted to Manufacturer by the 15th day of the following month. CVF shall have no obligation or liability to remit to Manufacturer the Excess Usage Charges with respect to any CPU Agreement except out of the Excess Usage Charges actually received by CVF. If at any time any payment by a User of Excess Usage Charges is refunded by CVF to such User (e.g., because estimated meter readings were too high) or if such payment is rescinded or must otherwise be returned by CVF upon the insolvency, bankruptcy, or reorganization of such User or if any User payment is returned unpaid by the bank, Manufacturer shall return to CVF any amounts paid to Manufacturer by CVF out of such refunded, rescinded or returned payment. Payments received from Cost Per Usage users shall be applied in the following order: 1.) Amounts due CVF, including applicable taxes, for Customer's use of equipment, 2.) Monthly Support Amount, plus applicable taxes, payable to Lessor, 3.) Any miscellaneous amounts due CVF from User, including but not limited to personal property taxes and late charges, 4.) Excess Usage Charges payable to Manufacturer. (c) CVF's billing and collection of the Excess Usage Charges shall be based solely on the meter reading or estimates of print machines usage furnished to CVF by the User or Manufacturer. CVF shall assist in the collection of such information by providing notice to the User of meter readings that are due, as well as notifying Manufacturer of non-receipt of such information. If meter readings are not provided on a timely basis, CVF will use its reasonable judgment in making estimates. However, Manufacturer shall assume full responsibility for making or obtaining accurate meter readings at regular intervals. Manufacturer shall promptly respond to any questions or complaints by the Users concerning meter readings or estimates of Equipment usage, and shall indemnify and hold CVF harmless from and against any claims, losses, damages, liabilities, costs or expenses relating thereto. (d) In consideration of CVF's billing and collecting the Excess Usage Charges under each CPU Agreement, CVF shall receive a fee of FIVE DOLLARS ($5.00). Said fees shall be deducted from the amounts remitted by CVF to Manufacturer under Section 3(b) above. In addition, Manufacturer agrees to pay a fee for each amendment requested by Manufacturer. This fee is payable at the time of the Manufacturer's request and based on the fee schedule then in effect. 5. ECOA. Manufacturer agrees that, in the event that CVF advises Manufacturer that CVF has denied a prospective User's credit application, Manufacturer shall, and CVF hereby instructs Manufacturer to, notify the prospective User that the application was denied by sending the prospective User, within thirty (30) days after the date the completed application was received by CVF, a notice of denial of credit which shall also disclose the prospective User's right to obtain a written statement of the reasons for denial, if such statement is requested within sixty (60) days of notification of denial (the "Notice of Denial and Disclosure"). The Notice of Denial and Disclosure shall fully comply with the Equal Credit Opportunity Act and Regulation B. In each instance, to the extent that a prospective User requests a written statement of the reasons for denial within sixty (60) days of notification of denial, Manufacturer shall, and CVF hereby instructs Manufacturer to, provide the prospective User with such written statement (the "Statement of Reasons for Denial"). The Statement of Reasons for Denial shall fully comply with the Equal Credit Opportunity Act and Regulation B. 6. TERM. This Agreement shall continue unless and until termination by either party upon thirty (30) days prior written notice to the other party. The termination of this Agreement shall not affect the rights and obligations of the parties with respect to any CPU Agreement entered into before such termination and the Equipment subject thereto. 7. ASSIGNMENTS. Neither party to this Agreement may assign its rights or obligations hereunder without the prior written consent of the other party, provided, in the event CVF sells, assigns grants a security interest in, or otherwise transfers any CPU Agreement (and the related Equipment) subject to this Agreement ( the "Transferred CPU Agreement"), CVF may, without consent, assign its rights hereunder with respect to the Transferred CPU Agreement to CVF's assignee, transferee or grantee, and Manufacturer agrees not to assert any claim or defense arising out of this Agreement or otherwise which it may have against CVF in connection with the Transferred CPU Agreement or Equipment. 8. MISCELLANEOUS. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except for any supplemental documents that may be required by either party, this Agreement, together with all Exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and any modification hereto must be in writing referencing this Agreement and signed by the parties. (b) Any notice, demand, request, consent, report, approval or communication required hereunder shall be in writing and sent by registered mail, return receipt requested, or by overnight delivery to the address of the party set forth at the beginning of this Agreement. Notice shall be deemed given three (3) days after the date mailed, if sent by registered mail, or when sent, if sent by overnight mail. (c) This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of this State of New Jersey. TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT IN CONNECTION WITH THIS AGREEMENT. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Agreement all on the date first above written. CITICORP VENDOR FINANCE, INC. NUR AMERICA, INC. By: [Signature Illegible] By: Joel Jesselsohn ------------------------- -------------------------- Name/Title: Vice President Name/Title: VP Finance & CFO ----------------- ------------------ PROGRAM AGREEMENT LEASING AGENT: VENDOR: American Leasing Alliance, LLC Nur Macroprinters Ltd. d/b/a GRAPHIC ARTS CAPITAL, LLC 4671 Hwy. 90 W. 1301 Pyott Road, Suite 103 San Antonio, TX 78237 Lake In The Hills, IL 60102 I. Introduction A. We have written this agreement in plain language because we want you to fully understand its terms. Please read your copy carefully and feel free to ask any question you may have about it. We use the words you and your to mean the Vendor indicated above. The words we, us and our refer to the Leasing Agent indicated above. B. From time to time, you wish to refer to us certain end-users of equipment ("Customers") who desire lease financing; we wish to have you introduce those customers to us so that we can arrange their lease financing, provided that they meet qualifications and requirements to be determined for such financing. II. Services, Exclusivity, Compensation, Terms of Agreement, Vendor Support A. We will provide to you the following services: 1. Transaction structuring. 2. Attendance in sales meetings to present lease products and programs. 3. Educate your sales personnel on lease financing as a sales tool. 4. Design promotional materials and programs. 5. Respond to all lease financing questions, prepare financing proposals and, quote lease rates. 6. Gather credit application and information required for credit analysis and scoring. 7. Coordinate and/or prepare lease documents. 8. Notify you upon receipt of properly executed lease documents. 9. Coordinate and act as a liaison to all funding sources that desire to establish funding capabilities with you. Such coordination may include, but not be limited to, reviewing and assisting in the negotiation of program agreements and the development and implementation of credit scoring models with the funding sources. 10. Provide activity reports and portfolio as requested and mutually deemed necessary. B. You agree that when you refer a potential customer and/or lease to us, we will have the exclusive right to arrange the lease financing with that customer. No proposal from us to any prospect shall be offered on behalf of you. You understand that the customers whom you refer to us will need to meet certain credit criteria, and therefore we will not be required to arrange all of the lease financing opportunities that you offer to us. C. There may be established preferred sources for presentation of lease financing opportunities. These preferred sources shall have a right of first refusal on all financing opportunities. We shall coordinate the presentation of opportunities to these sources. If a transaction should not be approved by these preferred sources within a 1 reasonable amount of time from their receipt of a full credit package, then we and you shall coordinate proceeding for approval with other financing sources. D. This agreement shall be for an initial period of one year from the execution date hereof. Subsequent one-year renewals shall be negotiated annually unless this agreement shall be terminated as outlined in section IV.A. hereof. E. You shall provide the following support services to us: 1. You agree to use your best efforts to promote us as your agent with your customers. 2. Provide and/or assist in obtaining required credit information including D&B reports, credit reports and other financial information. 3. On a transaction-by-transaction basis, you may provide certain credit enhancement support, at your sole discretion. 4. You shall provide us with reimbursement of reasonable travel related expenses incurred at your request. All travel arrangements shall be handled by your travel office. All such expenses will require prior approval of _____________. 5. You will reasonably assist us in any coordination needed between us and any funding source. III. Representations, Indemnification A. For each lease transaction which you refer to us and which is accepted, you and we represent and warrant to each other, to the best of our knowledge and belief, the following: 1. You have not made any promises, statements, or commitments to customers purportedly on our behalf without our prior express approval, and you have not taken any action that may affect our (or our assigns) ability to fully enforce any lease transaction. 2. To the best of your knowledge, you have disclosed to us all material information regarding the customer and the equipment which is available to you with respect to each customer and/or lease transaction. 3. We have not made any promises, statements, or commitments to customers purportedly on your behalf without your prior express approval. B. Both parties agree to indemnify each other for any losses they may incur as a result of any breach of the representations and warranties above. You and we agree to reimburse each other for any costs, expenses, attorneys fees, damages, and other losses which you or we may incur as a result of any claim made against the other arising out of the foregoing, or out of any other act or representation attributable to each other or each others employees or representatives. The extent of either party's liability under this provision shall not, under any circumstances, exceed the purchase price of the equipment paid by, or on behalf of the Customer to you. IV. General Provisions A. Entire Agreement, Modification, Termination. This agreement supersedes all prior agreements, oral or written, between you and us. This agreement may only be modified in writing , signed by the officers of Vendor and Leasing Agent, and specifically referencing this agreement. You or we may terminate this agreement at any time upon 60 days prior written notice. Any such termination, however, shall not affect any of your or our rights with respect to any leases which commenced prior to the date of termination. 2 B. Assignment. This agreement shall be for the benefit of and binding upon you and us, as well as your and our successors-in-interest and assigns. You and we agree that you or we cannot assign your or our rights and/or obligations under this agreement to anyone else without your or our prior written consent. C. Severability. Each provision of this agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this agreement is construed to be prohibited or invalid under such law, such provision shall be ineffective only to the extent of such prohibition or invalidity and, without invalidating the remainder of such provision or the remaining provisions of this agreement. LEASING AGENT: VENDOR: American Leasing Alliance, LLC d/b/a GRAPHIC ARTS CAPITAL, LLC Nur Macroprinters Ltd. David Stearns 7/19/01 Alol Avnon - --------------------------------- --------------------------------- Signature Date Signature Date David Stearns Pres. Alol Avnon - --------------------------------- --------------------------------- Print Name Title Print Name Title V. As long as this agreement is valid, GAC will not provide similar services to Nur's direct competitors. 3 EX-10 15 ex10-21.txt EXHIBIT 10.21 Exhibit 10.21 LEASE AGREEMENT THIS LEASE AGREEMENT (as hereinafter defined, this "Lease") is made effective as of the lst day of July, 2001 (the "Effective Date"), by and between RAM Global, Ltd., Texas limited partnership (as hereinafter defined, "Landlord"), and Salsa Digital Printers, Ltd., a Delaware corporation (as hereinafter defined, "Tenant"). W I T N E S S E T H: 1. Definitions. When used in this Lease and not otherwise defined, the following capitalized terms shall have the respective meanings as follows: "ADA" shall have the meaning set forth in Paragraph 16 of this Lease. "Affiliate" shall mean, with respect to any person, any other person controlling, controlled by, or under common control with such person. "Base Rent" shall have the meaning set forth in Paragraph 5 of this Lease. "Buildings" shall mean the buildings located on the real property described in Exhibit "A" and containing the interior portions of the Premises, it being acknowledged by the parties that Landlord or others claiming through Landlord may use the remaining portions of the Buildings. "Environmental Health and Safety Laws" shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Clean Air Act, the Federal Water Pollution Control Act, the Hazardous Materials Transportation Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Medical Waste Tracking Act, the Occupational Safety and Health Act of 1970, as amended, together with all other laws (including rules, regulations, codes, injunctions, judgments, orders, decrees, and rulings thereunder) of federal, state, local, and foreign governments (and all agencies thereof) concerning pollution or protection of the environment, public health and safety, or employee health and safety (specifically including the Occupational Safety and Health Administration), all as the same now exist or hereafter may be amended. "Hazardous Materials" shall mean any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any of the Environmental, Health, and Safety Laws, including but not limited to any admixture or solution thereof, and specifically including but not limited to waste oil, petroleum and all derivatives thereof or synthetic substitutes therefor and friable asbestos 1 "Landlord" shall mean RAM Global, Ltd., a Texas limited partnership, together with its successors and permitted assigns. "Lease" shall mean this Lease Agreement and all written amendments hereto that hereafter shall be executed and delivered by Landlord and Tenant. "Premises" shall mean the real property to be leased by Tenant from Landlord under this Lease, consisting of certain portions of the real property and improvements located at 4671 Highway 90 West, San Antonio, Texas and more particularly described in Exhibit "A" hereto, including, without limitation, (a) approximately 67,183 square feet of manufacturing, warehouse and office space located within the Buildings and (b) the right to use the exterior portions of the real property described in Exhibit "A" hereto, including a Proportionate Share of the parking spaces. The portions of the Buildings to be occupied by Tenant are described in the drawing of the Buildings attached hereto as Exhibit "B-l" and Exhibit "B-2". "Proportionate Share" shall mean, with respect to either Landlord or Tenant, a share based upon the size of that portion of the Buildings allocated to such party, it being agreed that: (a) the Proportionate Share of Tenant shall be that fraction of the whole of which (1) the numerator is the number of square feet located in the Buildings and leased by Tenant under this Lease which is 67,183 square feet and (2) the denominator is the total number of square feet in the Buildings which is _______________sq. feet and (b) the share of Landlord shall be the entire balance of the whole. "Tenant" shall mean Salsa Digital Printers, Ltd. a Delaware corporation, the lessee of the Premises under this Lease, and if this Lease shall be validly assigned, then "Tenant" shall include the Tenant's assignees to the particular portions of the Premises covered by such assignment. 2. Leasing of Premises. Landlord, for and in consideration of the rents, covenants, agreements, and stipulations hereinafter mentioned, reserved and contained, to be paid, kept and performed by Tenant, has leased and rented, and by these presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to lease and take upon the terms and conditions which hereinafter appear, the Premises. Landlord covenants that Tenant, provided it performs all of its obligations under this Lease, will peaceably and quietly enjoy the Premises during the Lease term without any disturbance from Landlord, anyone claiming by, through or under Landlord, or any other party, except as otherwise specifically provided in this Lease. 3. Term. The term of this Lease shall begin as of July 1, 2001 and shall continue for sixty (60) consecutive months, terminating on June 30, 2006. 2 4. Parking. Landlord agrees the Tenant shall have equal access to all parking spaces and that all parking spaces shall be unreserved in the portions of the real property described in Exhibit "A". 5. Rental. For the term of the Lease, Tenant will pay a monthly rental based on an annual rental of THREE-HUNDRED SIXTY-SEVEN THOUSAND TWO HUNDRED NINETY-NINE AND 60/100 Dollars ($367,299.60) (the "Base Rent"), making monthly rental due and payable in the amount of THIRTY-THOUSAND SIX HUNDRED EIGHT AND 30/100 Dollars ($30,608.30). The first payment of such annual rental is to be made on the 1st day of July, 2001. The parties acknowledge that the Base Rent is based on an agreed rental amount of five dollars and forty-seven cents ($5.47) per square foot and a gross square footage of the interior portions of the Premises of 67,183 square feet. If the actual square footage of the Premises is more than or less than as set forth above, the annual rental (and monthly payments) shall be adjusted proportionately. The monthly rental for each month of this Lease will be due and payable in advance on the first day of each and every calendar month of this Lease. 6. Utility Bills. (a) For any utilities that are separately metered, Tenant will pay all utility bills of all types, including, but not limited to, water and sewer, natural gas, electricity and sanitary pick up bills for the Premises, or used by Tenant in connection therewith. If Tenant does not pay same, Landlord may pay the same, and such payment will be added to the next due monthly installment of rental of the Premises. (b) For any utilities that are not separately metered, Tenant will pay to Landlord Tenant's Proportionate Share of utility costs no later than the date such utility costs are due and payable to the utility provider. If Landlord does not then pay same, Tenant may pay such utility costs, and Tenant's rent will be abated by such amount so paid by Tenant. 7. Ad Valorem Taxes. (a) Tenant shall pay as additional rent its Proportionate Share of any and all ad valorem real estate taxes assessed and levied against the real property described in Exhibit "A" to this Lease and the improvements thereto with respect to the period covered by the term of this Lease. Tenant's proportionate share shall be payable to Landlord no later than the date such taxes may be paid without penalty or interest. 3 (b) Tenant shall pay its fair share of any special assessment imposed upon the Property, it being agreed that Tenant's fair share shall be based on both (1) Tenant's Proportionate Share of the Buildings, and (2) the ratio of the then remaining term of this Lease to the useful life of the improvement to which the special assessment pertains. Tenant's fair share shall be payable to Landlord no later than the date such taxes may be paid without penalty or interest. (c) Tenant will pay timely any and all ad valorem taxes assessed against the personal property of Tenant located on the Premises, during the entire term thereof. (d) Tenant shall have the right, at Tenant's sole expense, to appeal any and all taxes applicable to the Premises and Landlord agrees that Landlord will cooperate with Tenant reasonably and sign all documents reasonably required in connection with any such appeal. Provided that an appeal or protest of a tax assessment will operate to suspend the collection of assessed taxes and the enforcement of the lien for the assessed tax, Tenant may delay payment of any portion of such taxes which are the subject of an appeal or protest until the resolution of such appeal or protest, in which event Tenant shall be solely responsible for the payment of any penalties, interest, or additional taxes which result from such delay. Notwithstanding the foregoing, Tenant shall not permit the filing of a tax lien against the Premises. 8. Insurance. (a) Landlord will carry "All Risk" Insurance Coverage on the demised Premises in an amount not less than the full insurable value. The term "full insurable value" will mean the actual replacement cost, excluding foundation and excavation costs, as reasonably determined by Landlord. Such policies will name Tenant as a named additional insured. Tenant will reimburse Landlord for Tenant's Proportionate Share of the "All Risk" Insurance Coverage no later than the date the premium on the coverage is due and payable to the insurance carrier. If Landlord fails in its obligations to obtain or maintain said insurance, Tenant may, at its option, either (1) make the requisite payments for Landlord's insurance and have its rent abated by said amount, or (2) obtain its own insurance, for which Landlord will be liable to Tenant for Landlord's Proportionate Share of the costs thereof. (b) Tenant will carry at Tenant's own expense insurance coverage on all equipment, fixtures and appliances. Landlord acknowledges that consistent with the practices of Tenant's ultimate parent entity, certain perils that are insured by many businesses are self-insured by Tenant up to the parent entity's prescribed excess insurance attachment point. 4 (c) Landlord and Tenant waive all rights to recover against each other or against any other Tenant or occupant of the Buildings, or against the officers, directors, shareholders, partners, joint venturers, employees, agents, customers, invitees, or business visitors of each other or of any other Tenant or occupant of the Buildings, for any loss or damage arising from any cause covered by any insurance required to be carried by each of them pursuant to this Paragraph or any other insurance actually carried by each of them. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Buildings or the Premises or the contents of either of them to the extent such waivers are available. 9. Maintenance and Repairs by Tenant. Landlord warrants as of the Effective Date that the Premises are structurally sound. Except as set forth in Paragraph 10, Tenant will, at its own expense, keep and maintain the interior of the Premises, including all systems pertaining to electrical, lighting, and HVAC; provided, however, if the HVAC system serves both Landlord and Tenant, Landlord shall be responsible for its maintenance and repair, and Tenant shall reimburse Landlord for Tenant's Proportionate Share of the costs of said repair no later than the date the cost of the maintenance and repairs is due and payable by Landlord (but in any event not earlier than fifteen days after notice from Landlord). It is the intent of the parties that Tenant will only be required to make repairs or replacements which are not structural in nature. 10. Repairs by Landlord. Landlord agrees to maintain and keep in good repair the roof, exterior walls, structural supports (including foundations), exterior doors of any and all buildings located on the Premises, and all water or sewer pipes located underground or in the slab, sidewalks, parking lots, driveways and other vehicular access and maneuvering areas and all common or public areas in the Buildings or at the Premises. Landlord will also be responsible for any repairs or replacements which are structural in nature, which are extraordinary or capital in nature, which will increase the value of the Premises subsequent to the end of the then term, and any other repairs not expressly delegated to Tenant in this Lease. Landlord will also promptly clean up and dispose of any Hazardous Materials found on, in or under any portion of the Premises, remediate the Premises to comply with any and all environmental laws applicable thereto, and pay for all clean up and disposal costs at no cost to Tenant, unless directly caused by Tenant, its employees, agents or contractors. 5 11. Heat, Ventilation and Air-Conditioning. Landlord, at its expense, shall furnish heat, ventilation and air-conditioning to the Premises as may be reasonably required as Landlord shall determine in its reasonable judgment (except as otherwise provided in the Lease and except for any special requirements of Tenant arising from its particular use of the Premises) during Business Hours of Business Days. "Business Hours" shall mean 8:00 a.m. to 6:00 p.m. "Business Days" shall mean all weekdays, and Saturday from 8:00 a.m. to 2:00 p.m., except days observed by the Federal or the state government as legal holidays. 12. Access. Tenant shall have access to the Premises twenty-four hours a day, seven days a week. 13. Destruction of or Damage to the Premises. If the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease will terminate as of the date of such destruction, and rental will be accounted for as between Landlord and Tenant as of that date. If the Premises are damaged but not wholly destroyed by any of such casualties, rental will abate in such proportion as use of the Premises has been destroyed, and Landlord will restore the Premises to substantially the same condition as before the damage as speedily as practicable, whereupon full rental will recommence; however, if the damage will be so extensive the same cannot be reasonably repaired and restored within sixty (60) days from the date of the casualty, then either Landlord or Tenant may cancel this Lease by giving written notice to the other party within thirty (30) days from, the date of such casualty. In such event, rental will be apportioned and paid up to the date of such casualty. 14. Modifications and Alterations to the Premises. No modifications, alterations, or improvements to the Buildings or openings cut through the roof are allowed without the prior written consent of Landlord, which consent will not be unreasonably withheld or delayed. 15. Removal of Fixtures. Tenant may (if not in default hereunder) prior to the expiration of this Lease, or any renewal or extension thereof, remove all personal property, fixtures and equipment which Tenant has placed in the Premises, provided that during such removal Tenant will make all reasonable repairs necessary to return the Premises to its original condition, reasonable wear and tear excepted. 16. Return of the Premises. Tenant agrees to return the Premises to Landlord at the expiration or prior termination of this Lease in same condition and repair, reasonable wear and tear, damage by storm, fire, lightning, earthquake or other casualty alone excepted. 6 17. Condemnation. (a) If the whole of the Premises, or such portion thereof as will make the Premises unusable for the purpose herein leased, shall be condemned by any legally constituted authority for any public use or purpose or if Landlord shall sell the Premises under threat of condemnation, then in either such case the term of this Lease will end at the time when possession thereof is taken by public authorities, and rental will be accounted for as between Landlord and Tenant as of that date. Such termination, however, will be without prejudice to the rights of Landlord to recover compensation and damage caused by condemnation from the condemnor or the rights of Tenant to recover from the condemnor compensation for its costs of relocation (including for any business disadvantage or increased rent resulting from such relocation) and for the unamortized value of leasehold improvements made by Tenant. It is further understood and agreed that neither Tenant nor Landlord will have any rights in any award made to the other by any condemning authority. (b) If there is a partial taking of the Premises by condemnation and if it is not so extensive as to render the remaining portion (after restorations) unsuitable for the business of Tenant, then this Lease will continue in effect and Landlord, upon receipt of the award in condemnation, will expeditiously commence and complete all necessary repairs and restorations to the Premises so as to constitute the portion of the Buildings not taken a complete architectural unit and restore the Premises as nearly as practicable to its prior condition; provided, however, that such work does not exceed the scope of the original construction, and Landlord will not be under any duty to expend amounts in excess of the award received by Landlord. Rent, taxes and other charges payable by Tenant will equitably abate while Landlord's repairs and restorations are in process. If a partial taking consists only of a street widening or utility easement which, at Tenant's reasonable judgment, is determined not to materially affect Tenant's use of the Premises, this Lease will continue in full force and effect without abatement of rent, taxes or other charges. [REMAINDER OF PAGE INTENTIONALLY BLANK] 7 18. Governmental Orders. Tenant agrees, at its own expense and solely in relation to those portions of the Premises which Tenant is required to maintain or repair under Paragraph 9, to promptly comply with all requirements of any legally constituted public authority made necessary by reason of Tenant's specific manner of use of said Premises. Notwithstanding the foregoing, the Tenant will not be liable for: (a) repairs, alterations, replacements or retrofitting required by the accessibility or path of travel requirements set forth in Title III of the Americans With Disabilities Act of 1990, 42 USC 'SS' 12101, et seq. and regulations and guidelines promulgated thereunder, as amended from time to time (collectively referred to as "ADA"); (b) repairs, alterations or replacements required to comply with federal, state or local indoor air quality laws, rules or regulations (separate and apart from any such laws, rules or regulations that are specific to Tenant's industry); or (c) repairs, alterations or replacements described in Paragraph 10. Landlord agrees to promptly comply with any other governmental or regulatory requirements if not made necessary by reason of Tenant's occupancy of the Premises or relating to those portions of the Premises which Landlord is required to maintain or repair under Paragraph 10. 19. Assignment. Tenant may assign this Lease or sublet all or part of the Premises to (a) any Affiliate of Tenant, and (b) any entity that is not an Affiliate of Tenant that succeeds to the entire business of Tenant through purchase, merger, consolidation or reorganization. Any other subletting of all or any portion of the Premises or assignment in whole or in part of this Lease shall be prohibited without the prior written consent of Landlord, which shall not be withheld or delayed unreasonably. Subtenants or assignees will become liable directly to Landlord for all obligations of Tenant hereunder, without relieving Tenant's liability. 20. Mortgagee's Rights. Tenant's rights will be subject to any bona fide mortgage or deed to secure debt which is now, or may hereafter be, placed upon the Premises by Landlord, and Tenant agrees, at Landlord's cost, to execute and deliver such documentation as may be reasonably required by any such mortgagee to effect any subordination. Provided, however, as a condition to such subordination, Landlord must secure from each mortgagee a nondisturbance agreement acceptable to Tenant providing that in the event of a foreclosure the mortgagee will recognize the validity of this Lease and, provided that Tenant is not in default, will not disturb Tenant's possession or its rights under this Lease. Landlord and Tenant specifically approve the form of Subordination, Nondisturbance and Attornment Agreement attached hereto as Exhibit "C". 8 21. Use of the Premises. The Tenant may use the Premises for the manufacturing and sale of digital printers and ink or the manufacture and sale of other related products, warehousing, training, storage, demonstration and related office purposes, and for engaging in the digital printer and ink and related products businesses. The Premises will not be used for any illegal purposes, nor in any manner to create any nuisance or trespass; nor in any manner to vitiate the insurance, based on the above purposes for which the Premises are leased. 22. Signs. Tenant will have the right to erect at Tenant's sole expense signage at the entrance to and upon the Premises, including but not limited to a customary trade sign identifying the business of Tenant. The erection of signage by Tenant will be subject to and in conformity with all applicable laws, zoning ordinances and building restrictions or covenants of record. On or before termination of this Lease, Tenant will remove the signage thus erected, and will repair any damage or disfigurement, caused by such removal. All signage proposed by Tenant shall be subject to Landlord's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall have the exclusive right to use the two (2) faces of the billboard sign currently located on the real property described in Exhibit "A" at no additional rental cost to Tenant: provided that, (i) Tenant may use the sign only for promotion of Tenant's business; (ii) Tenant shall not assign or sublet its right to use the sign; and (iii) Tenant, at Tenant's cost and expense shall: (A) provide for all required permitting of the sign, (B) maintain and repair the sign, including its supporting structure, (C) provide for all sign faces for the sign, (D) maintain the area under and immediately surrounding the sign, and (E) if the sign is illuminated, pay the cost of electricity for illuminating the sign. 28. Right of First Refusal. Provided Tenant is not in default of this Lease, if during the term of this Lease the portion of the Buildings not included in the Premises (the "Additional Premises") becomes available, Tenant shall have a right of first refusal to lease the Additional Premises on terms as mutually agreed between Landlord and Tenant. Landlord shall notify Tenant in writing as soon as Landlord knows the Additional Premises, or any portion thereof, is or will become available. Landlord and Tenant shall then negotiate in good faith the terms of a lease for the Additional Premises or the available portion thereof. If Landlord and Tenant are unable to reach agreement on the terms of a lease within 30 days of Landlord's notice to Tenant, Tenant's right as to the Additional Premises, or the available portion thereof, shall terminate and be of no further force or effect; provided that, if Landlord's notice is for less than the entire Additional Premises, Tenant's option as to any remaining portion of the Additional Premises shall continue in accordance with this Section 23. If Tenant leases the entire Additional Premises as provided in this Section 23, Tenant may terminate this Lease as to the portion of the Premises indicated on Exhibit "B-2" of this Lease. 9 24. Entry for Carding, etc. Landlord may card the Premises "For Rent" no more than 90 days from the end of the term of this Lease. Landlord may enter the Premises at reasonable hours during the term of this Lease to exhibit the same to prospective purchasers and to make repairs required of Landlord under the terms hereof, such entry to be made without unnecessary disturbance to Tenant. Landlord may card the real property described on Exhibit "A" "For Sale" or any portion of the real property other than the Premises "For Rent" at any time. [REMAINDER OF PAGE INTENTIONALLY BLANK] 10 25. Indemnity. (a) Landlord agrees to indemnify and save harmless Tenant and its parents, subsidiaries, Affiliates, directors, officers, employees, agents, servants, attorneys and representatives from any and all claims, causes of action, damages, fines, judgments, penalties, costs (including environmental clean-up costs and response costs), liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising during or after the Lease term: (1) as a result of any violation by Landlord or prior owners or occupants of the Premises of any applicable federal, state or local environmental laws or regulations, as now or hereinafter in effect, regulating, relating to or imposing liability or imposing standards of conduct concerning any Hazardous Materials; or (2) as a result of the presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials or as a result of environmental contamination or other similar conditions which existed prior to commencement of the Lease term; or (3) as a result of any violation of the accessibility or path of travel requirements imposed by ADA; or (4) as a result of any of Landlord's representations and warranties being untrue. These indemnities will survive the expiration, cancellation or termination of the Lease. Notwithstanding the foregoing, Landlord's indemnities shall not apply or extend to claims arising from or caused by Tenant. (b) Tenant agrees to indemnify and save harmless Landlord and its parents, subsidiaries. Affiliates, directors, officers, employees, agents, servants, attorneys and representatives from any and all claims, causes of action, damages, fines, judgments, penalties, costs (including environmental clean-up costs and response costs), liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising during or after the Lease term: (1) as a result of any violation by Tenant of any applicable federal, state or local environmental laws or regulations, as now or hereinafter in effect, regulating, relating to or imposing liability or imposing standards of conduct concerning any Hazardous Materials; or (2) as a result of the presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials or as a result of environmental contamination or other similar conditions which existed after commencement of the Lease term and which was caused by or brought onto the Premises by Tenant or Tenant's agents, contractors, employees, licensees and invitees; or (3) as a result of any violation by Tenant of the accessibility or path of travel requirements imposed by ADA; or (4) as a result of any of Tenant's representations and warranties being untrue. These indemnities will survive the expiration, cancellation or termination of the Lease; provided, however, that Tenant will not be liable for the acts of Landlord or of any other tenants of said property. 11 26. Default of Tenant. (a) It shall be a default by Tenant if: (1) the rent herein required is not paid at the time and place when and where due and Tenant fails to pay said rent within ten (10) days after written demand from Landlord; or (2) Tenant fails to comply with any material term, provision, condition, or covenant of this Lease, other than the payment of rent, and will not cure such failure within thirty (30) days after notice to Tenant of such failure to comply or such additional time period as may reasonably be necessary to effect a cure of the default provided that Tenant commences and diligently pursues a cure of the default; or (3) Tenant causes any lien to be placed against the Premises and does not cure the same within thirty (30) days after notice from Landlord to Tenant demanding cure. (b) Upon any default by Tenant referenced in Subparagraph (a) above, Landlord may, in addition to, and not in limitation of any other remedy permitted by law or by this Lease: (1) terminate this Lease, in which case Tenant shall (A) immediately surrender the Premises to Landlord, and (B) indemnify Landlord for all loss and damage that Landlord may suffer by reason of such termination, whether through inability to relet the Premises, or through decrease in rent, or otherwise; or (2) acting as Tenant's agent, without terminating this Lease, may terminate Tenant's right of possession, and, at Landlord's option, enter upon and rent the Premises at the best price obtainable by reasonable effort, without advertisement and by private negotiations and for any term Landlord deems proper, in which case Tenant will be liable to Landlord for the deficiency, if any, between Tenant's rent hereunder and the price obtained by Landlord on reletting. Pursuit of any of the foregoing remedies will not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law. In any case, Landlord will use reasonable efforts to mitigate Tenant's damages. Any notice in this provision may be given by Landlord or its attorney. No termination of this Lease prior to the normal ending thereof, by lapse of time or otherwise, will affect Landlord's right to collect rent for the period prior to the termination thereof. 12 27. Default of Landlord. It shall be a default by Landlord if Landlord fails to comply with any material term, provision, condition or covenant of this Lease and will not cure such failure within thirty (30) days after notice to Landlord of such failure to comply or such additional time period as may reasonably be necessary to effect a cure of the default provided that Landlord commence and diligently pursues a cure of the default. Upon any default by Landlord, Tenant may, at its option, elect to: (a) terminate this Lease upon thirty (30) days written notice to Landlord; (b) bring an action to require specific performance of Landlord's obligations; (c) provide Landlord with an additional period of time within which to effect that cure; (d) commence such cure itself, and Tenant may either, at its option, offset any expenses it incurs in effecting such cure against the rent and other charges due and payable by Tenant hereunder, or require that Landlord immediately reimburse Tenant for its expenses; provided, however, in the event of an emergency, Tenant may immediately effect a cure of Landlord's failure should Landlord fail to act immediately to do so, without the requirement of any notice by Tenant to Landlord; and/or (e) pursue any other remedies provided herein or provided by law. 28. Warranties of Landlord. Landlord warrants that: (a) Landlord owns the Premises in fee simple and has the right to enter into this Lease. The Premises are free from liens and encumbrances, except for utility easements, unviolated restrictive covenants which do not materially adversely affect Tenant's intended use of the Premises, and other title matters to which the conveyance of the Premises by Landlord to Tenant was subject, including a mortgage for which the mortgagee, Landlord and Tenant have executed a subordination, nondisturbance and attornment agreement. The Premises have legal, direct, pedestrian and vehicular access to and from and abuts one or more publicly dedicated roads; (b) Except for the corrective environmental work provided by the Asset Purchase Agreement between Landlord and Arlon Signtech, Ltd., to Landlord's knowledge the Premises are in compliance with all Environmental, Health and Safety Laws. (c) Except for the citations that Landlord has separately disclosed to Tenant, Landlord has not received a citation from any regulatory agency for noncompliance with Environmental, Health and Safety Laws. Landlord alone shall be responsible for fines, penalties, and all other damages arising out of any such citation with respect to occurrences or conditions at the Premises prior to the date hereof and for any such items in the portions of the Buildings other than the Premises or resulting from Landlord's use of such land at any time subsequent to the date hereof. 13 29. Holding Over. If Tenant remains in possession of the Premises more than 30 days after notice of termination provided by Landlord or Tenant with Landlord's acquiescence, Tenant shall continue to be a month to month tenant on the terms that were in effect immediately prior to the notice of termination. If Tenant remains in possession of the Premises more than 30 days after notice of termination by Landlord or Tenant without Land1ord's acquiescence, Tenant will be a tenant-at-sufferance at 150% of the rental rate in effect immediately prior to the notice of termination. In neither case shall there be deemed to be a renewal of this Lease (other than to a month-to-month basis, as stated above) by operation of law. 30. Notices. Any notice given pursuant to this Lease will be in writing and sent by certified mail to: If to Landlord: RAM Global, Ltd. 7887 Broadway, No. 406 San Antonio, Texas 78209 Attn: Mr. Kartar Gandy Copy to: Deven N. Dixon, P.C. Law Office, Trinity Plaza II 745 East Mulberry Street, Suite 870 San Antonio, TX 78212 If to Tenant: Salsa Digital Printers, Ltd. 4671 Highway 90 West San Antonio, Texas 78237 Attn: Mr. Rick Clarke Copy to: NUR Macroprinters 12 Abba Hillel Silver Street P.O. Box 1281 Lod, Israel 71111 Attn: Mr. Hilel Kramer 31. Construction of Lease Terms. Irrespective of which party was responsible for the preparation and drafting of this Lease, the terms of this Lease will not be construed more strictly against such party than against any other party. 14 32. Waiver of Rights. No failure of Landlord to exercise any power given Landlord hereunder, or to insist upon strict compliance by Tenant with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof will constitute a waiver of Landlord's right to demand exact compliance with the terms hereof. 33. Rights Cumulative. All rights, powers and privileges conferred hereunder upon the parties hereto will be cumulative but not restrictive to those given by law. 34. Time of Essence. Time is of the essence of this Lease. 35. Entire Agreement. This Lease contains the entire agreement of the parties hereto, and no representations, inducements, promises or agreements, oral or otherwise, between the parties, not embodied herein, will be of any force or effect. 36. Severability and Governing Law. If any term, covenant or condition of this Lease or the application thereof to any person, entity or circumstance will, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant, or condition to persons, entities or circumstances other than those which or to which sued may be held invalid or unenforceable, will not be affected thereby, and each term, covenant or condition of this Lease will be valid and enforceable to the fullest extent permitted by law. This Lease shall be governed by and construed in accordance with the law of the state in which the Premises are located. 37. Brokerage. Each of Landlord and Tenant warrants to the other that no commissions are payable or due to any broker or finder in connection with this Lease and each of Landlord and Tenant agrees to indemnify, defend and hold the other harmless from and against any commissions or fees or claims for commissions or fees arising under the indemnifying party, which indemnification will expressly survive the termination of this Lease. 38. Intentionally Omitted. 15 IN WITNESS WHEREOF, the parties herein have executed this Lease as of the Effective Date. "LANDLORD" RAM Global, Ltd. a Texas limited partnership By: Kartar Gandy ------------------------------ Kartar Gandy Its: General Partner "TENANT" Salsa Digital Printers, Ltd. a Delaware Corporation By: Rick Clarke ----------------------------- Rick Clarke Its: President 16 EXHIBIT LIST FOR LEASE AGREEMENT Exhibit "A" Legal Description of Real Property Including the Premises Exhibits "B-1" and B-2" Drawings of Buildings Identifying Interior Portions of Premises Leased by Tenant Exhibit "C" Approved Form of Subordination, Nondisturbance and Attornment Agreement 17 EXHIBIT "A" Real Property Lot 16, New City Block 8669, SIGNTECH SUBDIVISION, in the City of San Antonio, Bexar County, Texas, according to plat thereof recorded in Volume 9537, Page 34, Deed and Plat Records of Bexar County, Texas; together with that Non-Exclusive Ingress and Egress Easement; along a part of the easterly line granted by instrument recorded in Volume 4123, Page 522, Bexar County Real Property Records, which casement is more particularly described as follows: A parcel of land adjacent to and East of Lot 16, NCB 8669, San Antonio, Texas, being more particularly described to wit: Beginning at an iron pin being the Southeast corner of Lot 16 and being the Southwest corner of this parcel; Thence, NE 05[d] 56' 39", a distance of 494.05 feet to the Northwest corner of this parcel; Thence, SE 84[d] 03' 21", a distance of 6.00 feet to the Northeast corner of this parcel; Thence, SW 05[d] 56' 39", a distance of 459.05 feet to the Southeast corner of this parcel; Thence, SE 19[d] 17' 47", a distance of 38.69 feet to the Southeast corner of this parcel; Thence, NW 84[d] 03' 21", a distance of 22.50 feet to the point of beginning and containing 3235.00 square feet or 0.767 acres. EXHIBIT A EXHIBIT B-1 [Drawing of Property] SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement"), made effective as of the 1st day of July, 2001, between ___________________________(hereinafter called "Mortgagee"), RAM Global, LTD., a Texas limited partnership (hereinafter called "Landlord") and SALSA DIGITAL PRINTERS, LTD, a Delaware corporation (hereinafter called "Tenant"). W I T N E S S E T H: WHEREAS, Mortgagee has made or is about to make a loan to Landlord secured by a mortgage or deed of trust (hereinafter called the "Mortgage") covering a parcel of land owned by Landlord and being more particularly described in Exhibit "A" attached hereto (hereinafter called the "Mortgaged Property"); and WHEREAS, by a certain lease heretofore entered into between Landlord and Tenant, or their predecessors in interest, dated effective as of July 1, 2001 (the "Lease"), Tenant leased a portion of the Mortgaged Property (said portion being hereinafter called the "Leased Premises"); and WHEREAS, a copy of the Lease has been delivered to Mortgagee, the receipt of which is hereby acknowledged; and WHEREAS, Mortgagee is unwilling to make or continue to make the loan to the Landlord unless the Lease is subordinate to the lien of the Mortgage; and WHEREAS, the parties hereto desire to effect the subordination of the Lease to the lien of the Mortgage and to provide for the nondisturbance of Tenant by Mortgagee. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Approval of Lease. Mortgagee hereby consents to and approves the Lease. 2. Subordination of Lease to Mortgage. Tenant covenants and agrees with Mortgagee that the Lease is hereby made and shall continue hereafter to be subject and subordinate to the lien of the Mortgage, (as same may be modified and extended) subject to the provisions of this Agreement. EXHIBIT C 3. Effectiveness of Lease. Tenant certifies that the Lease is presently in full force and effect, or shall be in full force and effect at the time of delivery of this Agreement. 4. Nondisturbance by Mortgagee. Mortgagee agrees that so long as the Lease shall be in full force and effect: (a) Except as required by applicable law governing foreclosures and/or sales pursuant to power of sale, Tenant shall not be named or joined as a party defendant or otherwise in any suit, action or proceeding for the foreclosure of the Mortgage or to enforce any rights under the Mortgage or the bond or note or other obligation secured thereby. (b) Except as otherwise provided in Section 6 below, the possession by Tenant of the Leased Premises and Tenant's rights and privileges thereto shall not be disturbed, affected or impaired by, nor will the Lease or the term thereof be terminated or otherwise adversely affected and Tenant's occupancy of the Leased Premises shall not be disturbed by Mortgagee for any reason whatsoever during the term of the Lease. 5. Mortgagee's Waiver of Rights of Distraint. Mortgagee hereby acknowledges and agrees that all fixtures and equipment whether owned by Tenant or any subtenant or leased by Tenant and installed in or on the Leased Premises, regardless of the manner or mode of attachment, shall be and remain the property of Tenant and may, subject to the provision of the Lease, be removed by Tenant at any time. In no event (including a default under the Lease or the Mortgage) shall Mortgagee have any liens, rights or claims in Tenant's fixtures and equipment, whether or not all or any part thereof shall be deemed fixtures, and Mortgagee expressly waives all rights of levy, distraint, or execution with respect to said fixtures and equipment arising out of the Mortgage. 6. Rights After Foreclosure or Deed in Lieu of Foreclosure. If Mortgagee shall become the owner of the Mortgaged Property by reason of foreclosure of the Mortgage or otherwise, or if the Mortgaged Property shall be sold as a result of any action or proceeding to foreclose the Mortgage or by a deed given in lieu of foreclosure, the Lease shall continue in full force and effect, without necessity for executing any new lease, as a direct lease between Tenant, as Tenant thereunder, and the then owner of the Mortgaged Property, as Landlord thereunder, upon all of the same terms, covenants and provisions contained in the Lease, and in such event: (a) Tenant shall be bound to such new owner under all of the terms, covenants and provisions of the Lease for the remainder of the term thereof (including the option periods, if Tenant elects or has elected to exercise its options to extend the term) and Tenant hereby agrees to attorn to such new owner and to recognize such new owner as Landlord under the Lease; and -2- (b) if Tenant is not in default under the Lease beyond any applicable cure period, such new owner shall be bound to Tenant under all of the terms, covenants and provisions of the Lease for the remainder of the term thereof (including the option periods, if Tenant elects or has elected to exercise its options to extend the term) which terms, covenants and provisions such new owner hereby agrees to assume and perform; provided, however, that Mortgagee or any successor or assignee of Mortgagee shall not be: (1) bound by any prepayment of rent for a period of greater than thirty (30) days, as contemplated by Section 8 of this Agreement, or by any deposit, rental security, or any other sum paid to any prior landlord under the Lease including Landlord, unless received and receipted for by Mortgagee or its successor or assignee; (2) liable for any act or omission of any prior landlord under the Lease, including, without limitation, the Landlord, except for any continuing act or omission of which Mortgagee had notice and failed to cure; or (3) subject to any offsets or defenses that Tenant may have against any prior landlord under the Lease, including Landlord, except for any offsets or defenses related to any continuing act or omission of which Mortgagee had notice and failed to cure. 7. Rentals After Notice. After notice is given to Tenant by Mortgagee that the rentals due under the Lease are to be paid to Mortgagee, Tenant shall pay to Mortgagee all rentals due to Landlord under the Lease. Landlord hereby expressly authorizes Tenant to make such payments to Mortgagee and releases and discharges Tenant of and from any liability to Landlord on account of any such payments. In no event shall Tenant be required to determine whether Mortgagee's notice was sent under proper circumstances. 8. No Prepayments. Tenant shall not pay any installment of rent more than thirty (30) days prior to the due date. 9. Notices. Any notices or communications given under this Agreement shall be in writing and shall be given by registered or certified mail, return receipt requested, postage prepaid, (a) if to Mortgagee, at the address of Mortgagee as hereinafter set forth or at such other address as Mortgagee may designate by written notice to Tenant, or (b) if to Tenant, at the address of Tenant as hereinafter set forth, or at such other address as Tenant may designate by written notice Mortgagee. 10. Parties in Interest. This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective heirs, personal representatives, successors and assigns. 11. Entire Agreement; Modifications. This Agreement contains the entire agreement between the parties and cannot be changed, modified, waived or canceled except by -3- an agreement in writing executed by the party against whom enforcement of such modification, change, waiver or cancellation is sought. 12. Covenant Running with the Land. This Agreement and the covenants herein contained are intended to run with and bind all lands affected thereby. 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. MORTGAGEE ------------------------------ a ----------------------------- By: -------------------------- Title: ------------------------ LANDLORD RAM GLOBAL, LTD. a Texas limited partnership By: -------------------------- Kartar Gandy Title: General Partner TENANT SALSA DIGITAL PRINTERS, LTD. a Delaware corporation By: -------------------------- Title: ------------------------ STATE OF TEXAS 'SS' COUNTY OF BEXAR 'SS' Before me, the undersigned authority on this day personally appeared _____________________________, as ________________________of _________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes therein expressed as the act and deed of said banking association and in the capacity herein stated. Witness my hand and official seal this _______ day of July, 2001. ----------------------------- Notary Public, State of TEXAS STATE OF 'SS' ------------ COUNTY OF 'SS' ----------- Before me, the undersigned authority on this day personally appeared Kartar Gandy, as General Partner of RAM Global, Ltd., a Texas limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes therein expressed as the act and deed of said limited partnership and in the capacity herein stated. Witness my hand and official seal this _______ day of July, 2001. ----------------------------- Notary Public, State of ------ STATE OF TEXAS 'SS' COUNTY OF BEXAR 'SS' Before me, the undersigned authority on this day personally appeared ____________________, the ______________________ of Salsa Digital Printers, Ltd., a Delaware corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes therein expressed as the act and deed of said corporation and in the capacity herein stated. Witness my hand and official seal this _______ day of July, 2001. ----------------------------- Notary Public, State of TEXAS -5- EX-21 16 ex21-1.txt EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES
NAME OF SUBSIDIARY PERCENT OWNED DIRECTLY OR INDIRECTLY BY REGISTRANT ACTIVE - ------ Encre Consumables B.V. (Encre) 100% NUR America Inc. (NUR America) 100% NUR Asia Pacific (Hong Kong) Ltd. (NUR Asia Pacific) 100% NUR DO Brazil Ltda. (NUR Brazil) 100% NUR Europe S.A. (NUR Europe) 100% NUR Hungary Trading and Software Licensing Limited 100% Liability Company (HOC) NUR Macroprinters (Shangai) Ltd. (NUR Shanghai) 100% NUR Media Solutions S.A. (NUR Media Solutions) 100% Salsa Digital Printers Ltd. (Salsa Digital Printers) 100% NUR Japan Ltd. (NUR Japan) 100% NUR Pro Engineering Ltd. (NUR Pro Engineering) 50% Stillachem S.A. (Stillachem) 100%
EX-23 17 ex23-1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) filed with the Securities and Exchange Commission on December 10, 1999 pertaining to the 1995 Israel Stock Option Plan, 1997 Stock Option Plan and 1998 Non-Employee Director Share Option Plan of Nur Macroprinters, of our report dated February 14, 2002, with respect to the consolidated financial statements of Nur Macroprinters included in this Annual Report (Form 20-F) for the year ended December 31, 2001. Tel-Aviv, Israel June 21, 2002 Yours truly, /s/ Kost Forer & Gabbay KOST FORER & GABAY A member of Ernst & Young International EX-23 18 ex23-2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the two Registration Statements (Form F-3 No. 333-47842 and No. 333-92493) of Nur Macroprinters Ltd. and in each of the related Prospectuses, of our report dated February 14, 2002, with respect to the consolidated financial statements of Nur Macroprinters Ltd. included in this Annual Report (Form 20-F) for the year ended December 31, 2001. Tel-Aviv, Israel June 21, 2002 Your truly, /s/ Kost Forer & Gabbay KOST FORER & GABBAY A member of Ernst & Young International -----END PRIVACY-ENHANCED MESSAGE-----