Israel
|
Not Applicable
|
(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
|
Title of securities to
be registered
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Amount to be
registered
|
Proposed maximum
offering price
per share
|
Proposed maximum
aggregate offering
price
|
Amount of
registration
fee
|
||||||||||||
Ordinary Shares, par value NIS 0.01 per share
|
1,000,000 | (1) | $ | 7.17 | (2) | $ | 7,170,000 | (2) | $ | 977.99 |
ITEM 1.
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PLAN INFORMATION.*
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ITEM 2.
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REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE
|
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(1)
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the Company’s Annual Report on Form 20-F for the year ended December 31, 2011, filed with the Commission on March 28, 2012 (the "2011 Form 20-F");
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|
(2)
|
the description of the Company’s ordinary shares, par value NIS 0.01 per share, included in Item 10B of the 2011 Form 20-F; and
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(3)
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the Company’s reports on Form 6-K furnished to the Commission on February 15, 2012; May 2, 2012 (solely with respect to the financial statements tables included in pages 4-6 of the press release attached therein); May 21, 2012; June 25, 2012 and July 31, 2012 (solely with respect to the financial statements tables included in pages 4-8 of the press release attached therein).
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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|
·
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financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;
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·
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding, and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent, or in connection with financial sanctions;
|
|
·
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent. Under the Companies Law, a company may obtain insurance for an office holder against liabilities incurred in his or her capacity as an office holder if and to the extent provided in the company’s articles of association;
|
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·
|
a breach of duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
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·
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a breach of duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder, unless committed intentionally or recklessly; or
|
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·
|
a financial liability imposed on the office holder for the benefit of third party.
|
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·
|
a breach of duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
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·
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a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
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·
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an act or omission committed with intent to derive illegal personal benefit; or
|
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·
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a fine or forfeit levied against the office holder.
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ITEM 8.
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EXHIBITS.
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ITEM 9.
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UNDERTAKINGS
|
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(a)
|
The undersigned Registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act;
|
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(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
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(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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NOVA MEASURING INSTRUMENTS LTD.
|
|
By: /s/ Dror David
|
|
Dror David
|
|
Chief Financial Officer
|
Signatures
|
Title
|
Date
|
|
/s/ Gabi Seligsohn
|
President and Chief Executive
|
October 25, 2012
|
|
Gabi Seligsohn
|
Officer
|
||
/s/ Dror David
|
Chief Financial Officer
|
October 25, 2012
|
|
Dror David
|
|||
/s/ Micha Brunstein
|
Chairman of the Board
|
October 25, 2012
|
|
Micha Brunstein
|
of Directors
|
||
/s/ Avi Cohen
|
Director
|
October 25, 2012
|
|
Avi Cohen
|
|||
/s/ Alon Dumanis
|
Director
|
October 25, 2012
|
|
Alon Dumanis
|
|||
/s/ Dan Falk
|
External Director
|
October 25, 2012
|
|
Dan Falk
|
|||
/s/ Naama Zeldis
|
External Director
|
October 25, 2012
|
|
Naama Zeldis
|
NOVA MEASURING INSTRUMENTS INC.
|
||
Authorized U.S. Representative
|
||
By: /s/ Michael Sendler
|
||
Michael Sendler
|
||
President
|
||
October 25, 2012
|
Exhibit
|
||
Number
|
Description
|
Manner of Filing
|
3.1
|
Articles of Association of the Company
|
Filed herewith.
|
5.1
|
Opinion of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
|
Filed herewith.
|
23.2
|
Consent of Brightman Almagor & Co.
|
Filed herewith.
|
24.1
|
Power of Attorney (included on signature page)
|
Filed herewith.
|
99.1
|
Nova Measuring Instruments Ltd. 2007 Incentive Plan.
|
Filed herewith.
|