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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR
15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF DECEMBER, 2002
ROBOGROUP T.E.K. LTD.
(Name of Registrant)
RECHOV HAMELACHA 13, AFEQ INDUSTRIAL ESTATE, ROSH HAAYIN 48091 ISRAEL
(Address of Principal Executive Office)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILES OR WILL
FILE ANNUAL REPORTS UNDER COVER OF FORM 20-F OR FORM 40-F.
FORM 20-F X FORM 40-F __
INDICATE BY CHECK MARK IF THE REGISTRANT IS SUBMITTING THE FORM 6-K
IN PAPER AS PERMITTED BY REGULATION S-T RULE 101(B)(1):___
INDICATE BY CHECK MARK IF THE REGISTRANT IS SUBMITTING THE
FORM 6-K IN PAPER AS PERMITTED BY REGULATION S-T RULE 101(B)(7):___
INDICATE BY CHECK MARK WHETHER BY FURNISHING THE INFORMATION
CONTAINED IN THIS FORM, THE REGISTRANT IS ALSO THEREBY FURNISHING THE
INFORMATION TO THE COMMISSION PURSUANT TO RULE 12G3-2(B) UNDER THE SECURITIES
EXCHANGE ACT OF 1934.
YES__ NO X
IF "YES" IS MARKED, INDICATE BELOW THE FILE NUMBER ASSIGNED TO
THE REGISTRANT IN CONNECTION WITH RULE 12G3-2(B): 82-____________
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ROBOGROUP T.E.K. LTD.
6-K Items
1. Report Filed with the Israeli Securities Authority with respect to Offering
of Securities to Employees dated December 17, 2002.
2. Immediate Report re Results of General Meeting dated December 18, 2002.
3. Press Release re RoboGroup Announces Results of Shareholders' meeting dated
December 18, 2002.
Item 1
ROBOGROUP T.E.K. LTD.
REPORT FILED WITH THE ISRAELI SECURITIES AUTHORITY WITH RESPECT TO
OFFERING OF SECURITIES TO EMPLOYEES
ISSUANCE OF 480,000 REGISTERED OPTIONS
Every option is exercisable into one ordinary registered share par value NIS 0.5
in consideration for cash payment of the exercise price at the time of exercise.
An option that is not exercised by December 31, 2012 will expire and will not
grant its holder any right whatsoever against the Company.
Date of the Report: December 17, 2002
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TABLE OF CONTENTS
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1. Permits and approvals
2. The offered securities
3. The offerees
4. The option price and the conditions of its payment
5. Particulars of the offering
6. Miscellaneous provisions to protect the holders
of the options during the period of the plan
7. The rights accompanying the exercise shares and
the existing shares of the Company
8. Tel Aviv Stock Exchange and Nasdaq prices of the Company's shares
9. Tax aspects
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CHAPTER 1 - INTRODUCTION
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1.1 General
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The Company is registered in Israel and its shares are registered for
trading on the Tel Aviv Stock Exchange Ltd. (the "Stock Exchange") and
on the Nasdaq SmallCap Market ("Nasdaq").
The options that are offered to employees according to this report will
not be registered for trading on the Stock Exchange or on Nasdaq. The
shares that will arise from exercise of the options that are offered in
this report (the "Exercise Shares") will be registered for trading on
the Stock Exchange subject to the receipt of its approval, and on
Nasdaq subject to the submission of a Registration Statement (Form S-8)
to the Securities and Exchange Commission.
Additional particulars regarding the Company may be found in the
periodic report of the Company for the year 2001, in the financial
statements of the Company of September 30, 2002 and in the immediate
reports that were submitted by the Company after the date of the
periodic report. Copies of the said periodic report, interim financial
statements and immediate reports will be open for examination by each
one of the offeree employees, in the offices of the Company.
1.2 Permits and Approvals
---------------------
The allotment of the options according to this report (the "Report") to
the offeree employees is subject to the approval of the General Meeting
of the shareholders of the Company, to the submission of a Registration
Statement (Form S-8) to the Securities and Exchange Commission, and to
the approval of the Stock Exchange to the registration of the exercise
shares for trading there.
Immediately following the submission of this Report for the approval of
the Securities Authority (the "Authority") the Company applied to the
Stock Exchange with an application to receive approval for the
registration of the exercise shares for trading. The Stock Exchange
approval was received on December 15, 2002. Immediately following the
approval of the offering according to the Report by the General Meeting
of the shareholders of the Company, the Company will submit to the
Securities and Exchange Commission a Registration Statement (Form S-8)
for the purpose of registering the exercise shares for trading on
Nasdaq.
The Issuance of the options under this Report is subject to the
approval of the Income Tax Authorities regarding the trustee to be
nominated and the application of the provisions of Sec. 102 of the
Income Tax Ordinance as detailed in chapter 9 below.
The agenda of the General Meeting to be held on December 17, 2002, in
Daniel Hotel, 60 Ramot Yam Street, Herzeliya Pituach, includes the the
approval of this Employees Plan, together with the approval of an
option plan for subsidiary employees who are not Israeli residents, and
together with the approval of the directors option plan with accordance
the Securities Regulations ( Private Offer of Securities in a
Registered Compay), 2000 (the "Private Offer Regulations") and the
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Securities Regulations (Transactions between a Company and its Control
Holder), 2001 (the "Control Holder Regulations").
CHAPTER 2 - DESCRIPTION OF THE OFFERED SHARES
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On November 11, 2002 the Board of Directors of the Company decided to approve
the Employee Option Plan (the "Employee Plan") under which there will be
allotted in the framework of the plan 480,000 registered options exercisable
into 480,000 ordinary registered shares, par value NIS 0.5 each, of the Company
(the "Options"). Each Option grants a right to purchase one ordinary registered
share, par value NIS 0.5 each, of the Company subject to adjustments as set
forth in Chapter 6 below, in consideration for the payment in cash of the
Exercise Price as this term is defined in paragraph 4 below.
Subject to the provisions specified in sec. 5.9 below regarding the re-allotment
of Options, the Options will not be transferable or waivable by the employees to
others, including another offeree-employee or another employee of the Company or
its subsidiary, excluding transfer to heirs in case of death or a guardian in
case of loss of legal capcity.
The exercise shares will be equal in their rights to the existing ordinary
shares of the Company in the issued capital of the Company and will grant their
owners full dividends in cash as well as any other distribution, including the
distribution of bonus shares, for which the date for determining entitlement
thereto is the date of their allotment or thereafter.
CHAPTER 3 - THE OFFEREES
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The Options will be alloted to a trustee on behalf of approximately 100 Israeli
employees of the Company and its Israeli fully-owned subsidiaries (the
"Employees"). The options that are not be alloted to specific Employees at the
date of allotment (the "remainder of options") shal be alloted to the trustee
for future employees who are not an interested party and will not become
interested party as a result of the said issuance (the "Future Employees") (in
addition to the said 100 employees). The Board of Directors will be entitled to
decide about the allotment of the remainder of the options or any part thereof
also to present employees who are included in the Employees. The Employees
include the employees of the Company, the subsidiary Intelitek Training Systems
Ltd. (formerly Robotec Technologies Ltd.) and the subsidiary Computras
Computerised Systems Ltd.
It is hereby clarified the the options under this Report will be alloted to the
Employees (including the Future Employees) not later than the last date set by
law to the submission of the annual periodic report of the Company, or the date
of its actual submission, the earlier of the two.
The quantity of the Options offered to each of the Employees will be determined
by the Board of Directors or by the sub-committee of the Board of Directors
responsible for the administration of the Employee Plan according to the
recommendations of the General Managers of the Company and the subsidiaries. The
standards that will guide the Board of Directors and the said sub-committee will
refer, among other issues, to the actual and
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potential contribution of each employee to the Company and/or to its
subsidiaries, to his seniority and management or professional responsibility.
The Employees are not an interested party in the Company as the term is defined
in paragraph 270(5) of the Companies Law, 1999 and in the Securities Law, 1968.
Under the presumption that the Options offered to the Employees are exercised in
full, the Exercise Shares shall comprise 4.1% of the voting rights and of the
issued and paid-up capital of the Company as of the date following the allotment
of the Options and 3.8% of the voting rights and of the issued and paid-up
capital of the Company after full dilution.
For the purposes of this Report, "full dilution" assumes: that the 75,400
Options allotted to the Trustee under the option plan of 1997 for employees of
the Company and its subsidiaries, and not yet exercised as at the date of this
report will be exercised(1); that all of the 12,500 Options allotted to an
interested party in 2001 are exercised; that all 480,000 options under this Plan
are exercised; that all 220,000 options alloted to our subsidiary non-Israeli
employees are exercised; and that all 570,000 of the options alloted to the
Company's directors under the directors option plan of 2002 are exercised(2).
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(1) These Options may be exercised up until 31 December 2006.
(2) The Option Plan for employees of the Company and its Israeli
subsidiaries shall be subject to the approval of the general meeting of
shareholders of the Company which is to convene on 17 December 2002 and
to the approval of the Stock Exchange of the registration for trading
of the shares that are to derive from exercise of the Options.
CHAPTER 4 - OPTION PRICE AND CONDITIONS FOR ITS PAYMENT
-------------------------------------------------------
The Options will be allotted to a trustee for the employees without
consideration.
The exercise price of the Options of the Company that are offered is the amount
in NIS equal to $0.91. The exercise Price was calculated as the avarage closing
price of the Company's shares on Nasdaq for the last 30 days prior to the
filing of the immediate disclosure regarding the issuance of options to
directors of the Company (the "Exercise Price").
CHAPTER 5 - PARTICULARS OF THE OFFERING
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5.1 Granting of the Options
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5.1.1 The Company will allot to the trustee the Options following
the receipt of the approvals and the fullfilment of conditions
as specified below:
(1) The approval of the General Meeting of the shareholders
of the Company for Employees option plan and the
Directors option plan with accordance to the Private
Offer Regulations and the Control Holder Regulations.
(2) The approval of the Stock Exchange for the registration
of the exercise shares for trading.
(3) Statement to the assessment officer about the Option
Plan and about the Company choice of one of two
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tax options with accordance to Sec. 102 of the Income
Tax Ordinance (the "Tax Ordinance"), at least 30 days
prior to the allotment.
(4) Submission of a Report to the Securities Authority, to
the Registrar of Companies and to the Stock Exchange
with accordance to Sec 8 of the Regulations. Under the
Regulations, the Authority is entitled to order the
Company, within 14 business days from the date of the
submission of the Report, to give explanations,
details, information and documentations regarding the
Report and to instruct the Company to amend the Report.
In case that the Authority order to amend the Report,
it is entitled to order to postpone the beginning of
the period of the Options to a date not early of 3
business days and not later then 14 business days from
the date of the amended Report.
In the event that said approvals are not obtained and/or the conditions set
forth above are not fulfilled by the date of submission of the periodic report
of the Company for the year 2002 or by the date set for the submission of that
report according to the Securities Regulations (Periodic and Immediate Reports),
1970, whichever is the earlier, the offering of the Options according to this
Report will be cancelled.
5.1.2 Following the date of allotment of the Options to the
trustee, the Company will send to each one of the employees
a written Statement which indicates the number of Options
that were allotted for him to the trustee, a copy of this
Report and every amendment hereto according to the
instructions of the Securities Authority pursuant to
paragraph 9 of the Regulations. In such Statement, there
will be specified the place and times during which employees
will be able to examine the periodic report of the Company
for the year 2001, the financial statements of September 30,
2002 and the immediate reports that were publicized after
March 26, 2002 (the date of the last periodic report of the
Company).
5.2 Description of the Options
--------------------------
The Options offered to the Emplyees are registered and will be
exercisable, on any business day beginning from January 1, 2004 and
until December 31, 2012, subject to the conditions for exercising the
Options set forth in paragraph 5.4 below, into ordinary registered
shares identical in their rights to the ordinary shares existing in
the capital of the Company. Each Option grants the right to purchase
one ordinary registered share par value NIS 0.5 each, of the Company,
in consideration for the payment in cash of the Eexercise Price.
The number of shares that an employee will be entitled to purchase in
consideration for the Exercise Price will be adjusted in certain
instances as set forth in Chapter 6 below, however the exercise price
will not change.
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An Option that is not exercised by December 31, 2012 will expire, and
it will not grant its holder any right against the Company.
The economic value of each of the Options on offer under this Report
is $0.83.
The economic value is calculated using the "Black-Scholes" formula,
taking into account the avarage closing price of the Company's shares
on Nasdaq for the last 30 trading days prior to the filing of the
immediate disclosure regarding the issuance ot options to the
Company's directors, on December 12, 2002, i.e. $0.91.
In calculating the economic value of the Options Warrants, the
following presumptions were taken into account: Standard deviation -
110%; Exercise Price - $0.91; avarage share price on Nasdaq for the
last 30 trading days - $0.91; option term - 108 months; rate of
interest - 2%.
5.3 Allotment of the Options, delivery of the allotment letters,
division of the allotment letters and their transfer
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5.3.1 Each one of the offeree employees will be required to sign an
undertaking (the "Undertaking") that will include the following
provisions: (1) consent of the employee to receive the Options
that were allotted to him in care of the trustee according to the
conditions set forth in this Report, including and without
derogating from the aforesaid, the undertaking of the employee to
bear all the tax liabilities and other obligatory payments that
will be imposed upon him as a consequence of the allotment of the
Options, their exercise or the sale of the exercise shares; (2)
the undertaking of the employee to act according to the
provisions of paragraph 102 of the Income Tax Ordinance and the
Regulations that were enacted by virtue thereof; (3) the
undertaking of the employee to comply with the procedure for
exercising the Options that will be customary at the Company from
time to time by virtue of the provisions of this Report.
5.3.4 Subject to the fulfillment of the conditions for the exercise of
the Options according to this Report and the signing by the
employee of the undertaking as set forth above, the employee will
be entitled to exercise the Options that were allotted for him to
the trustee on the entitlement dates as set forth below. The
Company will deliver to each employee an allotment letter for the
Options that were allotted for him to the trustee (the "Allotment
Letter"). The Allotment Letter may relate to one Option or to a
number of Options.
Subject to the provisions set forth in paragraph 5.9 below
regarding the reallotment of Options, the Allotment Letters are
not transferable, and cannot be endorsed or waived in favor of
others, including in favor of other employees, excluding transfer
to heirs in case of death or to a guardian in case of loss of
legal capacity.
Every Allotment Letter may be split into a number of allotment
letters for which the total number of Options that will be
included therein will be equal to the number of Options that were
included in the original Allotment Letter, and this against the
delivery of the original Allotment Letter to the Company
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at its registered office. All the expenses involved in the
splitting will be borne by the party requesting the splitting.
Under no circumstances will an Allotment Letter be given that
relates to less than one Option.
5.4 The dates for eligibility for exercising the Options
and the terms for execution
----------------------------------------------------
5.4.1 The eligibility dates for the execution of the Options alloted
to the trustee for the Employees will be in five equal
portions with accordance to the following entitlement days,
and this is without deviating from the blocking provisions
that apply to the Options by virtue of the provisions of
paragraph 102 of the Income Tax Ordinance.
20% of the quantity of the Options - will be exercisable
from January 1, 2004 and up to the end of the exercise
period.
20% of the quantity of the Options - will be exercisable
from January 1, 2005 and up to the end of the exercise
period.
20% of the quantity of the Options - will be exercisable
from January 1, 2006 and up to the end of the exercise
period.
20% of the quantity of the Options - will be exercisable
from January 1, 2007 and up to the end of the exercise
period.
20% of the quantity of the Options - will be exercisable
from January 1, 2008 and up to the end of the exercise
period.
Each Employee will be entitled to exercise the options alloted
for him over the said five portions as detailed above.
5.4.2 After the Options are eligible to be exercised as set forth
above, each employee will be entitled to exercise the Options,
subject to the conditions set forth below, by the date
December 31, 2012 (the "End of the Exercise Period").
If the last exercise date of the Options falls on a day that
is not a business day, the exercise date will be postponed to
the business day following that date.
5.4.3 Subject to the provisions set forth in paragraph 5.4.7 below
the right of the employees to exercise the Options that were
allotted for them and held by the trustee is conditioned on
their being employees of the Company or of a subsidiary of
the Company on the date of the exercise. Subject to the
provisions of paragraphs 5.4.4 and 5.4.6 below, in the event
that on the Exercise Date any of the employees are not an
employee as stated, that employee will not be entitled to
exercise the Options in his possession and the right granted
to him in connection with those Options and in connection
with Options whose exercise date occurs afterwards, will
expire.
5.4.4 In the case of the resignation of the employee or his
dismissal for any reason whatsoever excluding death, dismissal
or resignation under the circumstances specified in
sub-paragraph 5.4.6 below or dismissal under the circumstances
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specified in sub-paragraph 5.4.7 below, the Employee shall be
entitled to exercise the Options alloted to him whose exercise
date occured before the date of conclusion of employment
relations between him and the Company, for two months from
date of conclusion of the employment relations but not beyond
the end of the exercise period. Upon the end of two months
from the date of the conclusion of the employment relations,
the employee will not be entitled to exercise the Options that
were allotted to him and whose exercise date has not yet
occured, and he also will not be entitled to exercise those
Options that were allotted for him and whose exercise date
occurred during the period of his employment but which were
not yet exercised by that date.
5.4.5 The transfer of the employment of the employee from a
subsidiary of the Company to employment by the Company or by
another subsidiary will not be considered as the termination
of his employment for the purpose of paragraphs 5.4.3 and
5.4.4 and the rights of the employee to exercise the Options
that were allotted to him will not be affected.
For the purpose of this paragraph 5.4.5 alone - "a subidiary"
shall mean: a company in which the Company holds 25% or more
of its issued share capital par value or of its voting rights,
or is entitled to nominate 25% or more of its directors.
5.4.6 Notwithstanding the aforesaid, if any of the employees cease
to be an employee of the Company or a subsidiary of the
Company due to death, or due to dismissal or resignation
because of a health problem, that employee or his legal heirs
will be entitled, for a period of six months from the
conclusion of the employment relations between the employee
and the Company or the subsidiary (but not beyond the end of
the exercise period), to exercise the Options that the
employee would have been able to exercise on the date on which
he ceased to be an employee as stated.
5.4.7 Without derogation from the abovesaid, if employment of an
Employee is terminated under circumstances which denies the
Employee dismissal compensations, or the circumstances of a
breach of his discipline duty according to his employment
agreement, the Employee's right to exercise the Options
alloted to him will expire at the time of the announcement of
the end of his employment.
5.5 Exercise Statement
------------------
Every employee exercising his right to purchase the exercise shares
under the Options that were allotted for him, will submit to the
Company at its registered office, or at any other place which the
Company will so notify, a written application on a form as will be
determined by the Company and the trustee, together with the
allotment letters for the Options that relate to the application, and
the amount in cash that will be equal to the exercise price for every
Option (the "Exercise Statement").
The date of receipt of the exercise Statement by the Company, which
fulfills all of the conditions mentioned above, will be considered as
the exercise date (the "Exercise Date").
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The applicant will sign every document that will be required
according to any law and according to the Articles of the Company for
the purpose of allotting the Exercise Shares. Without derogating from
the aforesaid, the Board of Directors of the Company is authorized to
empower any person that it deems fit to sign in the name of the
applicant and for him on any application, agreement and/or document
that will be required for the purpose of completing the allotment of
the Exercise Shares.
No right will be given for the partial exercise of an Option, but it
will be possible to split an allotment letter as stated above.
5.6 Allotment of Exercise Shares
----------------------------
Within 3 business days after the receipt of the exercise Statement
together with the exercise price the Company will allot to the
employee or for him the Exercise Shares to which he is entitled.
The Options that will be exercised will be void beginning on the date
of the allotment of the exercise shares.
5.7 Rights of the Exercise Shares
-----------------------------
The Exercise Shares will have equal rights to the ordinary shares, par
value NIS 0.5 each, that exist in the capital of the Company and will
entitle their owners to full dividends in cash or in bonus shares or
any other distribution, for which the record date for receiving them
will be on the exercise date or thereafter.
In the case that an Employee exercises the Options into shares and
keeps holding the Exercise Shares through the trustee, the employee
shall be entitled to all rights of the Exercise Shares including the
right of voting arising from them.
5.8 Registration of the exercise shares for trading
-----------------------------------------------
The registration of the Exercise Shares for trading on the Stock
Exchange will be done following their allotment by the Company.
5.9 Re-allotment of Options for which the employees' rights thereto expired
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Subject to the provisions of this Report, in the event that the right
of any of the employees to exercise the Options that were allotted to
them as set forth in this Report above expires, the Company will be
entitled to instruct the trustee to transfer those Options or part of
them to an employee of the Company or of a subsidiary, with accordance
to the board committee for the option plan authority, as specified in
chapter 11 below, provided that such employee is not an interested
party and will not become an interested party as a consequence of such
transference. (hereinafter: "an Employee who is an Interested Party").
An allotment to an Employee who is an Interested Party will be subject
to the Private Offer regulations and any other aplicable law.
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CHAPTER 6 - MISCELLANEOUS PROVISIONS TO PROTECT THE HOLDERS OF THE
OPTIONS DURING THE PERIOD OF THE EMPLOYEES' PLAN
------------------------------------------------------------------
Upon the occurrence of one of the events set forth below, from the date of the
Report until the end of the exercise period, the holders of the Options that
were not yet exercised by the date of the occurrence of one of the events set
forth below, are entitled to the following rights:
6.1 Distribution of bonus shares
----------------------------
In the event of the distribution of bonus shares for which the date
determining the entitlement for receipt thereof (hereinafter in this
sub-paragraph: "the record date") will occur before the end of the
exercise period, then immediately following the date of issuance of the
bonus shares, the Company will transfer to a special fund that will be
designated for the distribution of bonus shares in the future an amount
equal to the total par value of the bonus shares that would be owed to
all the employees holding the Options that were not yet exercised by
that date, had they exercised their Options into shares by the record
date, including - in the event of a second or additional distribution
of bonus shares with regard to which the Company acted according to
that stated in this paragraph - entitlement arising from any previous
distribution of bonus shares as stated.
The Company will allot to employees who are holders of the Options who
will utilize their right to exercise into shares after the record date,
in addition to the exercise shares to which they are entitled as a
consequence of the utilization of the exercise right as stated, shares
of the same type that were distributed as bonus shares to the holders
of the ordinary shares of the type of the exercise shares, as fully
paid bonus shares at a ratio of bonus shares per each exercise share
that will be equal to the ratio of bonus shares per each share that was
existing in the issued and paid-up capital of the Company on the date
of distribution of the bonus shares, and this by appropriate
capitalization from the special fund.
In such event the number of exercise shares to which the holder of the
Options is entitled will not be increased nor will the payment for one
exercise share be reduced.
Options that not exercised by the end of the exercise period will not
entitle their holders to any amounts or shares whatsoever from the
special fund and will not grant them any other right whatsoever.
6.2 Offering by way of rights
-------------------------
In the event of an issuance of rights to the shareholders of the
Company for which the date determining the entitlement for receipt
thereof will occur in the period from the date of the allotment of the
Options for the employees and until the end of the exercise period, the
number of shares arising from the exercise of the Options of the
Company will be adjusted to the benefit component in the rights. The
benefit component in the rights will be calculated in this regard
according to the ratio between the share price on the Stock Exchange on
the date determining the right to participate in the issuance of the
rights to the base price for trading the shares on the Stock Exchange
"ex-rights", on the first day on which the shares will be traded
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without rights. The calculation of the benefit component will be
audited by the CPA of the Company.
6.3 Additional provisions to protect the holders of the Options
-----------------------------------------------------------
From the date of the Report and so long as the Options have not been
exercised, but in any case no later than the end of the exercise
period, the following provisions will apply:
a. The Company will reserve a sufficient quantity of ordinary
shares, par value NIS 0.5 each, in its registered capital to
ensure the performance of the exercise right and the additional
rights of the holders of the Options, and in case of need will
cause an increase of its registered capital.
b. If the Company consolidates the ordinary shares, par value NIS
0.5 each, that are in its issued capital into shares having a
larger par value, or divide them in a secondary distribution into
shares having a smaller par value, then the number of exercise
shares allotted as a consequence of the exercise of the Options
after such activity will be decreased or increased, as the case
may be.
c. In the event of the passing of a resolution for the voluntary
liquidation of the Company, the Company will give written
Statement to all the holders of the Options regarding the passing
of such resolution and regarding the exercise right mentioned
below. In such case every holder of Options will be entitled
within 30 days from the date of the Statement, to give written
Statement to the Company of his desire to be considered as if he
utilized his exercise right immediately before the passing of the
resolution. In such case said holder of the Options will be
entitled to payment equal to the amount that he would have been
owed upon liquidation had he held the shares resulting from the
exercise of the Options in his possession prior to the passing of
the liquidation resolution with the deduction of the exercise
price.
If the amount that the holder of the Options is entitled to as a
consequence of the exercise of the Options in his possession,
prior to the passing of the liquidation resolution, and with the
deduction of the exercise price from the money that he will
receive from his part of the liquidation, is positive, he will be
considered as if he utilized said exercise right.
CHAPTER 7 - THE RIGHTS ACCOMPANYING THE EXERCISE SHARES AND
THE EXISTING SHARES OF THE COMPANY
-----------------------------------------------------------
7.1 General
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The existing shares in the capital of the Company are ordinary
registered shares, par value NIS 0.5 each, and they grant the holders
thereof the right to receive Statements regarding General Meetings of
the Company, to participate and vote thereat and also
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to participate in the distribution of the earnings of the Company and
in the remainder of the assets of the Company at the time of
liquidation as set forth below.
7.2 Participation in the distribution of dividends and bonus shares
---------------------------------------------------------------
The Company's shares of all types grant their owners equal rights to
participate in the distribution of dividends, whether in cash or in
cash equivalent, in the distribution of assets or in any other
distribution, according to the ratio of the amounts of the capital that
were paid or were credited as paid to the par value of the shares held
by them.
The Board of Directors of the Company may decide regarding the
distribution of a dividend to the shareholders of the Company and
determine the date of the distribution.
7.3 The rights to participate in the distribution of the property of
the Company at the time of its liquidation
-------------------------------------------------------------------
The Company's shares, of all types, will have equal rights in
everything relating to the return of the capital and the participation
in the distribution of the remaining assets of the Company in the event
of liquidation, according to the ratio of the amounts of the capital
that were paid or credited as paid to their par value.
7.4 Conditions of redemption for redeemable shares
----------------------------------------------
In the share capital of the Company there are no redeemable shares.
The Company is entitled to issue redeemable securities and to redeem
them, on conditions and on dates that will be set by the Board of
Directors with respect to any such issuance.
7.5 The right to appoint directors
------------------------------
The directors of the Company are elected at the annual meeting of the
Company and the length of their term of service is until the end of the
annual General Meeting following the meeting at which they were
elected. In the event that no directors are elected at a General
Meeting, the term of office of the directors that were elected at the
previous meeting will continue.
7.6 The rights to receive Statements of shareholders meetings, the right
to participate and vote thereat and the legal quorum required thereat
---------------------------------------------------------------------
7.6.1 Statement of a General Meeting will be given in the manner
set in the Companies Law, 1999 (hereinafter: "the Companies
Law"). The Company will not send a Statement regarding a
General Meeting to the shareholders listed in the
shareholders' register.
7.6.2 It is allowed to vote upon any matter which is on the General
Meeting's agenda by a proxy card.
14
7.6.3 The legal quorum for the convening of a General Meeting is the
presence of at least two shareholders present by themselves,
by proxy or by means of voting instrument, that hold or
represent at least one-third of the voting rights in the
Company, within a half hour from the time set for opening the
meeting.
If a legal quorum is not present at the General Meeting at the
end of a half hour from the time set for beginning the
meeting, the meeting will be adjourned for one week to the
same day at the same time and at the same place, or any other
day, time and place as will be determined by the Board of
Directors in a Statement to the shareholders, and at the
meeting that was so adjourned there will be discussed the
matters for which the first meeting was called; if a legal
quorum is not present at the meeting that was so adjourned, a
legal quorum will constitute two members present by themselves
or by proxy.
7.6.4 Each one of the Company's shares that is fully paid entitles
its owner to participate and vote at Company meetings, and
each one of the shares of the Company entitles its owner who
is present at the meeting and participating in a vote, by
himself or by means of a proxy, to one vote - both at votes by
the showing of hands and at votes with the counting of
ballots.
A resolution of the Company at a General Meeting (unless
determined otherwise by law or if stated expressly otherwise
in the Articles of the Company) will be considered as if it
were lawfully passed, if it receives an ordinary majority of
the votes of those participating in the vote.
In the case where two or more are the joint owners of a share,
then in a vote on any question only the vote of the head of
the partners will be accepted, whether by himself, by proxy,
or by means of a voting instrument, without taking into
consideration the remaining registered partners of the share,
and for this purpose the head of the partners will be
considered as the person whose name is listed first in the
shareholders' register.
The appointment of a proxy will be in writing signed by the
appointer or his representative so authorized in writing. A
corporation will vote by means of its representatives who will
be appointed by a document that is lawfully signed by the
corporation.
A vote according to the conditions of the power of attorney
will be lawful even if beforehand the appointer died or became
legally incompetent, was liquidated, became bankrupt,
cancelled the appointment instrument or transferred the share
with respect to which it was given, unless written Statement
was received in the office before the meeting that the
shareholder died, became legally incompetent, was liquidated,
became bankrupt, cancelled the appointment instrument or
transferred the share.
The appointment instrument of a proxy or power of attorney or
other document (if there will be such) or a copy certified by
a notary will be deposited in the registered office of the
Company or in another place or in other places in Israel or
outside of Israel, as the Board of Directors will determine
from time to time in a general manner, or with respect to a
15
particular instance - at least forty-eight hours before the
time set for the meeting or for the adjourned meeting at which
the person mentioned in the document intends to vote by virtue
thereof. An instrument appointing a proxy will not be
effective after the passing of 12 months from the date that it
was signed.
A shareholder of the Company will be entitled to vote at
meetings of the Company by means of a number of proxies, who
will be appointed by him provided that every proxy will be
appointed for different shares held by that shareholder. There
will be no impediment to each such proxy voting at meetings of
the Company in a different manner.
No person will be entitled to vote at any General Meeting or
to be considered among those present so long as he will owe
the Company for a payment that was demanded on account of the
shares held by him.
7.7 Restriction on the transfer of shares
-------------------------------------
Every transfer of shares will be done in writing in any ordinary or
usual manner or in any other manner that will be accepted by the Board
of Directors and it may be by signature only.
The transfer deed will be signed by the transferor or on his behalf and
also (other than the case of the transfer of fully paid shares) by the
transferee or on his behalf. In the event of a transfer of fully paid
shares there is no need for the signature of a witness to the
authenticity of the signatures that are on the face of the transfer
deed and the Board of Directors is entitled in such case to waive, in a
general manner or with respect to a type or types of transfers, the
need for the signing of the transfer deed by the transferee.
The transferor will continue to be considered as the owner of the
transferred shares until the name of the transferee will be registered
in the shareholders' register in connection with these shares.
The Board of Directors is entitled to condition the transfer of shares
that are not fully paid upon the payment of the full consideration for
the shares prior to the registration of the transfer.
Fully paid shares are transferable without the need for the approval of
the Board of Directors.
The Company will change the registration of the ownership of the shares
in the shareholders' register, in each one of the following cases:
(1) A transfer deed is delivered to the Company together with the
certificates for the shares that are being transferred and all
other proof that the Company will require regarding the identity
of the transferor, the proprietary right of the transferor or his
right to transfer the shares. All transfer deeds that will be
registered will remain in the possession of the Company, but
every transfer
16
deed that the Board of Directors will refuse to register will be
returned to the deliverer upon his demand.
(2) It is proven to the Company that the legal conditions for the
endorsement of the right were fulfilled.
(3) A court order was delivered to the Company to amend the register.
It is permissible to close the transfer books and the shareholders'
register, the ledger of the debenture holders and holders of debenture
stock (if there will be such) for that period of time that the Board of
Directors will deem fit, subject to any law.
7.8 The conditions for changing the rights that accompany the exercise
shares and the other shares of the Company
-----------------------------------------------------------------------
The rights accompanying shares of a certain type in the share capital
of the Company may be changed (unless determined otherwise in the
conditions for the issuance of shares of that type) according to the
provisions regarding changing the Articles of the Company and subject
to the provisions of law.
CHAPTER 8 - STOCK EXCHANGE AND NASDAQ PRICES OF THE COMPANY'S SHARES
--------------------------------------------------------------------
The following are details of the Stock Exchange prices of the Company's shares:
The Period The highest Date The lowest price Date
price
Year 2000 NIS 73.10 March 7, 2000 NIS 5.85 January 5, 2000
Year 2001 NIS 10.84 January 18, 2001 NIS 3.83 September 23, 2001
From January 1, 2002 NIS 6.99 June 20, 2002 NIS 3.49 July 11, 2002
until November 21, 2002
The following are particulars of the prices of the Company's shares at Nasdaq:
The Period The highest Date The lowest price Date
price
Year 2000 $22.75 March 6, 2000 $1.31 June 5, 2000
Year 2001 $2.94 January 18, 2001 $0.90 November 5, 2001
From January 1, 2002 $1.53 January 18, 2002 $0.51 July 8, 2002
until November 21, 2002
CHAPTER 9 - TAX ASPECTS
-----------------------
9.1 General
-------
9.1.1 All tax liabilities including Income Tax, National Insurance,
Health Tax, and every other obligatory payment that applies to
the employee due to receipt of the Options, their exercise
and/or the sale of the exercise shares will apply in
full to the employees. The Company will not bear any tax
burden, if it will be so imposed upon the employees due to
the offering to the employees, not by way of grossing up and
not in any other way.
9.1.2 The Company will apply to the tax authorities with a request
to apply the provisions of paragraph 102 of the Income Tax
Ordinance to the plan, and for this purpose the Options will
be deposited with the trustee and the blocking provisions will
apply to them. The Company will also inform the tax
authorities with its decision about choosing one of the two
optional taxation tracks as detailed in Sec. 102 of the Income
Tax Ordinance.
9.2 Tax exemption or relief
-----------------------
If the approval of the tax authorities is received for the application
of the provisions of paragraph 102 of the Income Tax Ordinance to the
plan, the following provisions will apply:
9.2.1 According to the provisions of paragraph 102 of the Income
Tax Ordinance as amended in amendment 132 of the Ordinance,
the income of the employee on account of the allotment of
the Options will be exempt from tax at the time of the
allotment if the following principal conditions are
fulfilled: (A) the Options were deposited with a trustee who
was approved by the Income Tax Commissioner for a period of
at least two years from the date of their issuance ("the
blocking period"); (B) the company informed the Commissioner
of her choice of one out of two optional taxation tracks -
the Income tax track or the Capital Gain Tax track; (C) the
plan and the trustee (who could be one of the company's
employees) were authorized by the Commissioner. If the
Commissioner does not reply within 90 days from the date he
received the Statement, the plan and the trustee will be
considered as authorized.
9.2.2 The amended sec. 102 will apply on an option plan that the
company chooses after January 1, 2003 (the "Date of
appliance"). On the date of this Report the Company did not
yet choose one of the two optional tax tracks for the issuance
of securities for its employees and it will do so after the
Date of Appliance.
The aforesaid does not purport to be an authorized interpretation of
the legal provisions mentioned above nor a thorough description of all
the legal provisions that relate to taxes that are applicable in
connection with the Options and/or the exercise shares, and it does not
replace legal and professional advice in the matter. As is customary
regarding investment decisions, each employee who receives Options and
decides to exercise them must consider the various tax aspects and the
taxation implications that relate to his investment. The employee must
consult with professional advisors, including legal and tax advisors,
taking into consideration his particular situation.
9.3 Blocking
--------
The trustee will hold the Options issued to Israeli employees
throughout the blocking period.
18
CHAPTER 10 - LIMITATIONS REGARDING TRANSACTIONS WITH THE OFFERED SECURITIES
---------------------------------------------------------------------------
The options alloted to employees and the Exercised Shares do not carry any
limitations under the Securities Act, 1968 or under the Stock Exchange codex.
The Company will file a Registration Statement (Form S-8) with the Securities
and Exchange Commission. Such Registration Statement will allow selling of the
Exercise Shares alloted to employees who are not officers in the Company. In
order to allow a sale of the Exersice Shares alloted to officers of the Company,
the Company will file a Registration Statement (Form S-3) to the Securities and
Exchange Commission, under the Securities Act of 1933.
CHAPTER 11 - THE MANAGEMENT OF THE EMPLOYEE'S PLAN
--------------------------------------------------
The Employee's Plan will be managed by the Baord of Directors or by a committee
which will be set for such purpose by the board of directors. Subject to the
terms and conditions of this Report and any law, the board of directors will be
entitled, in its discretion and with compliance to the committee recommendations
to act on the following matters:
(1) To decide, subject to the standards guiding the company on the
decision regarding the employee's names and quantities of options
alloted to them, regarding the future employees who will be entitled
to options and regarding the amounts of options they will be entitled
for. The board of directors will also be entitled to decide on the
distribution of the remainder of the options to present employees of
the company and its subsidiaries and on a re-allotment of options
which were expired.
(2) To set the identity of the trustee under its name the options shall be
alloted.
(3) To make adjustments regarding the number of the Exercise Shares or
regarding the distribution of additional sahres or regarding a cash
distribution, subject to the provisions of protecting the holders of
the options as specified in chapter 6 above.
(4) To interpretate the provisions of this Report and the employee plan
and to set provisions and/or instructions for its performance.
The board of directors will not be entitled to change or to worsen the employees
rights under the options already alloted for them with accordance to the
employee plan, without their consent in writing and in advance, and subject to
any law.
Sincerely,
RoboGroup T E K Ltd.
Date of signature: December 17, 2002
Name of signatory and his position in the Company:
Ophra Levy-Mildworth, Adv. Corporate Attorney.
Item 2
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Tel Aviv Stock Exchange Registrar of Companies Israel Securities Authority
Ltd PO Box 767 22 Kanfei Nesharim St
54 Achad Ha'am St 91007 Jerusalem 95464 Jerusalem
65202 Tel Aviv
re: ROBOGROUP T.E.K. LTD - RESULTS OF GENERAL MEETING
-----------------------------------------------------
RoboGroup T.E.K. Ltd. (the "Company") announces the results of the general
meeting of shareholders held on December 17, 2002.
All of the recommendations of the board of directors were accepted by the
shareholders voting at the general meeting.
1. ELECTION OF THE BOARD OF DIRECTORS OF THE COMPANY.
To elect Messrs. Rafael Aravot, Gideon Missulawin, Ahinoam Kra-Oz, Haim
Schleifer, Menachem Zenziper, Arie Kraus and Alex Tal as directors of the
Company.
Total participating votes were 9,180,288 - 9,059,460 for and 120,828
against.
2. APPROVAL OF THE PAYMENT OF BONUSES TO TWO OF THE COMPANY'S DIRECTORS.
To approve the payment of bonus of $50,000 to Mr. Noam Kra-Oz, a director
and an officer of the Company, and a bonus of $30,000 to Mr. Haim
Schliefer, a director and an officer of the Company.
Total participating votes were 9,254,302 - 9,003,812 for, 245,370 against
and 5,120 abstaining.
3. APPROVAL OF AN OPTION PLAN FOR DIRECTORS OF THE COMPANY AND OPTION PLANS
FOR EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES.
To approve the option plans for directors and employees as specified and
detailed in an immediate disclosure filled by the Company on December 12,
2002 and in a report regarding the employee's plan to be filed in the next
few days.
Total participating votes were 6,315,477 - 5,970,552 (94.5% )for, 335,525
against and 9,400 (5.3%) abstaining.
Total participating votes (not including the abstaining votes) of
shareholders who have no personal interest in the proposal were 1,038,838,
out of which 703, 313 (67.7%) were for and 335,525 (32.3%) against.
4. APPROVAL OF THE EXECUTION OF INDEMNIFICATION AND RELEASE AGREEMENTS.
To approve the execution of the indemnification and release agreements to
directors and officers of the Company as detailed in the immediate
disclosure filled by the Company on December 12, 2002.
Total participating votes were 6,315,477 - 5,969,217 (94.5% ) for, 335,650
(5.3%) against and 10,610 abstaining.
Total participating votes (not including the abstaining votes) of
shareholders who have no personal interest in the proposal were 1,003,628,
out of which 667,978 (66.5%) were for and 335,650 (33.5%) against.
5. APPOINTMENT OF CHAIKIN, COHEN, RUBIN & GILBOA, CERTIFIED PUBLIC
ACCOUNTANTS, AS THE COMPANY'S AUDITORS, AND TO AUTHORIZE THE BOARD OF
DIRECTORS TO FIX THEIR REMUNERATION.
To appoint Chaikin, Cohen, Rubin & Gilboa, Certified Public Accountants, as
the Company's auditors, and to authorize the Board of Directors to fix
their remuneration.
Total participating votes were 9,180,288 - 9,048,098 for, 122,060 against
and 10,130 abstaining.
6. CONSIDER THE DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENT FOR THE
YEAR ENDED DECEMBER 31, 2001.
To Consider the Directors' report and consolidated financial statement for
the year ended December 31, 2001.
Total participating votes were 9,180,288 - 8,963,078 for, 211,300 against
and 5,910 abstaining.
Very truly yours
RoboGroup T.E.K Ltd
December 18, 2002
Item 3
PRESS RELEASE Source: RoboGroup T.E.K. Ltd.
ROBOGROUP ANNOUNCES RESULTS OF SHAREHOLDERS' MEETING
Wednesday December 18, 5:15 pm ET
ROSH HA'AYIN, Israel, Dec. 18 /PRNewswire-FirstCall/ -- RoboGroup T.E.K. Ltd.
(Nasdaq: ROBO - News), announces the results of the Company's annual general
meeting of shareholders held on December 17, 2002.
At the meeting, shareholders approved all of the proposals submitted by the
Company's board of directors, including the election of the slate of directors
proposed by the board.
Further details on the shareholder vote may be found on the Company's website,
http://www.robo-group.com.
RoboGroup engages in three business sectors. The first focuses on new high tech
ventures such as MemCall, a fabless VLSI semiconductor developer with unique
Call Out Memory(TM) technology for Internet and communications applications in
need of intensive Search and Filter capabilities. The second is comprised of
Yaskawa Eshed Technology (YET), a joint venture with Japan's Yaskawa Electric
Corp., which provides industrial motion controls, particularly those based on
its patented algorithms. The third sector is devoted to RoboGroup's training
products and e-learning system. RoboGroup is a world leader in engineering and
manufacturing technology training systems. The Company is market driven,
deriving its growth from technological leadership, strong partnerships and
management expertise.
For more information, visit http://www.robo-group.com.
To the extent that this press release discusses expectations about market
conditions or about market acceptance and future sales of the Company's
products, or otherwise makes statements about the future, such statements are
forward-looking and are subject to a number of risks and uncertainties that
could cause results to differ materially from the statements made. These factors
include the rapidly changing technology and evolving standards in the industries
in which the Company and its subsidiaries operate, risks associated with the
acceptance of new products by individual customers and by the market place and
other factors discussed in the business description, management discussion and
analysis, and risk factor sections of the Company's Annual Report on Form 20-F.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROBOGROUP T.E.K. LTD.
(Registrant)
By: /s/ Rafael Aravot
-----------------
Rafael Aravot
Chief Executive Officer
Date: December 19, 2002