Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RADA ELECTRONIC INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
Israel None
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7 Giborei Israel Street, Netanya 42504, Israel
(Address of Principal Executive Offices) (Zip Code)
RADA ELECTRONIC INDUSTRIES LTD.
2003 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
RADA Electronic Industries Inc.
Attn: Mr. Adar Azancot, Chief Executive Officer
C/O Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
(Name and address of agent for service)
212-238-8605
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Sarit Molcho, Adv.
Carter Ledyard & Milburn LLP S. Friedman & Co., Advocates
2 Wall Street The Trade Tower
New York, New York 10005 25 Hamered Street
(212) 732-3200 Tel Aviv, Israel 68125
972-3-696-0183
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of securities to be Amount to be offering price per Proposed maximum Amount of
registered registered share aggregate offering price registration fee
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Ordinary Shares, par value
NIS 0.005 per share....... 2,000,000 $1.62(1) $3,240,000 $262.12(2)
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Total..................... 2,000,000 $1.62(1) $3,240,000 $262.12(2)
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(1) Calculated pursuant to Rule 457(h) and (c) on the basis of the average of
the high and low prices ($1.74 and $1.5) of an ordinary share as quoted on
the Nasdaq SmallCap Market System on December 17, 2003.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price multiplied by .0000809.
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This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the following documents
(Commission File No. 0-15375) into this Registration Statement:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2002;
(b) The Registrant's Reports of Foreign Private Issuer on Form 6-K as
follows:
Month Filing Date
January 2003 January 6, 2003
January 21, 2003
April 2003 April 8, 2003
April 24, 2003
June 2003 June 16, 2003
June 24, 2003
June 30, 2003
June 30, 2003
July 2003 July 24, 2003
September 2003 September 9, 2003
October 2003 October 02, 2003
October 15, 2003
October 21, 2003
October 22, 2003
November 2003 November 12, 2003
November 17, 2003
November 21, 2003
November 25, 2003
December 2003 December 11, 2003
December 19, 2003
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from the date of
filing of such documents.
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Item 4. Description of Securities.
Not required, inasmuch as the Registrant's Ordinary Shares are registered
under Section 12(g) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Israeli Companies Law provides that an Israeli company cannot exculpate
an office holder from liability with respect to a breach of his duty of loyalty,
but may, if permitted by its Articles of Association, exculpate in advance an
office holder from his liability to the company, in whole or in part, with
respect to a breach of his duty of care.In addition, under the Israeli Companies
Law, accompany may enter into a contract for the insurance of the liability of
any of its office holders with respect to a breach of his duty of care to the
company or to another person, the breach of his duty of loyalty to the company,
provided that the office holder acted in good faith and had reasonable cause to
assume that his act would not prejudice our interests; or a financial liability
imposed upon him in favor of another person in respect of an act performed by
him in his capacity as an office holder.
The Companies Law provides that a company may not indemnify an office
holder, nor enter into an insurance contract, which would provide coverage for
any monetary liability, in whole or in part, incurred as a result of certain
improper actions.
Office Holder Insurance
The Registrant's Articles of Association provide that, subject to the
provisions of the Israeli Companies Law, the Registrant may enter into a
contract for the insurance of the liability of any of its office holders with
respect to:
o a breach of his duty of care to the Registrant or to another
person;
o a breach of his duty of loyalty to the Registrant, provided that
the office holder acted in good faith and had reasonable cause to
assume that his act would not prejudice the Registrant's
interests; or
o a financial liability imposed upon him in favor of another person
concerning an act performed by him in his capacity as an office
holder.
Indemnification of Office Holders
The Registrant's Articles of Association provide that it may indemnify an
office holder against:
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o a financial liability imposed on him in favor of another person
by any judgment, including a settlement or an arbitrator's award
approved by a court concerning an act performed in his capacity
as an office holder; and
o reasonable litigation expenses, including attorneys' fees,
expended by the office holder or charged to him by a court, in
proceedings instituted against him by the Registrant or
instituted on its behalf or by another person, or in a criminal
charge from which he was acquitted, in each case relating to an
act performed in his capacity as an office holder.
Limitations on Insurance and Indemnification
The Israeli Companies Law provides that a company may not indemnify an
office holder nor enter into an insurance contract which would provide coverage
for any monetary liability incurred as a result of any of the following:
o a breach by the office holder of his duty of loyalty unless the
office holder acted in good faith and had a reasonable basis to
believe that the act would not prejudice the company;
o a breach by the office holder of his duty of care if the breach
was done intentionally or recklessly;
o any act or omission done with the intent to derive an illegal
personal benefit; or
o any fine levied against the office holder.
Pursuant to the Companies Law, indemnification of, and procurement of
insurance coverage for, an office holder must be approved by the audit
committee, the board of directors and, in the evnt that such office holder is a
director, also by our shareholders.
The Registrant has indemnified its office holders to the fullest extent
permitted by law. The Registrant currently maintain a directors and officers
liability insurance policy with a per claim and aggregate coverage limit of $5.0
million.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index appears below on page 9 of this Registration Statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission (the "Commission")
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration, by means of a post-effective amendment,
any of the securities being registered which remain unsold at the
termination of the offering.
(4) 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 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) 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 provisions described in Item
6 above, or otherwise, the Registrant has been advised that in the
opinion of the 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tel Aviv, Israel on December 22, 2003.
RADA ELECTRONIC INDUSTRIES LTD.
By: /s/ Herzle Bodinger
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Name: Herzle Bodinger
Title: Chairman of the Board of
Directors and President
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Adar Azancot and Herzle Bodinger, and each of
them severally, his true and lawful attorney-in-fact, and agent each with power
to act with or without the other, and with full power of substitution and
resubstitution, to execute in the name of such person, in his capacity as a
director or officer of RADA Electronic Industries Ltd., any and all amendments
to this Registration Statement on Form S-8 and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on December 22, 2003, by the following
persons in the capacities indicated.
Signature Title
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/s/ Herzle Bodinger Chairman of the Board of Directors
------------------- and President
Herzle Bodinger
/s/ Adar Azancot Chief Executive Officer
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Adar Azancot
/s/ Guy Shelly Chief Financial Officer
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Guy Shelly
/s/ Adrian Berg Director
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Adrian Berg
/s/ Ben Zion Gruber Director
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Ben Zion Gruber
/s/ Roy Kui Chuen Chan Director
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Roy Kui Chuen Chan
/s/ Asaf Agmon Director
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Asaf Agmon
/s/ Hava Snir Outside director
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Hava Snir
/s/ Zvi Tropp Outside director
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Zvi Tropp
RADA Electronic Industries Inc.
By: /s/Herzle Bodinger
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Herzle Bodinger, President Authorized Representative
in the United States
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EXHIBIT INDEX
Exhibit No.
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5 Opinion of S. Friedman & Co., Advocates
23.1 Consent of S. Friedman & Co., Advocates (included in Exhibit (5))
23.2 Consent of Luboshitz Kasierer, Certified Public Accountants (Israel)
24 Power of Attorney (see page 8 above)
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