<PAGE>
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of July 1999
ROBOMATIX TECHNOLOGIES LTD.
(Translation of registrant's name into English)
9 Hata'sia Street, Raa'nana 43654, Israel
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F /X/ Form 40-F
----- ------
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form 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- ]
----------
<PAGE>
The notice and agenda of shareholders meeting, proxy statement and
proxy card of the Company are attached as Exhibit 1, 2 and 3, respectively, to
this Report on Form 6-K and are hereby incorporated by reference herein.
<PAGE>
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.
ROBOMATIX TECHNOLOGIES LTD.
(Registrant)
Date: July 13, 1999 By: /s/ Meir Arnon
---------------------------------
Meir Arnon
Chairman of the Board
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
1 Notice and Agenda of Shareholder Meeting
2 Proxy Statement
3 Proxy Card
<PAGE>
Exhibit 1
<PAGE>
ROBOMATIX TECHNOLOGIES LTD.
(THE "COMPANY")
NOTICE OF AN ANNUAL GENERAL MEETING AND AN EXTRAORDINARY
MEETING OF SHAREHOLDERS
Notice is hereby given that an annual general meeting (the "Annual
General Meeting") and an extraordinary meeting (the "Extraordinary Meeting")
(the Annual General Meeting and the Extraordinary Meeting are together referred
to herein as the "Meetings") of the shareholders of Robomatix Technologies Ltd.
(the "Company") will be held on Sunday, August 8, 1999 at 12:00 P.M. (Israel
time), at the offices of Focus Capital Group Limited ("Focus Capital"), 1
Hashikma Street, Savyon, Israel.
The agenda of the Annual General Meeting is as follows:
(A) To reelect two (2) directors to the board of directors of the
Company (the "Board") - Meir Arnon and Avikam Leef - and to elect two (2)
additional directors to the Board as independent directors - Nathan Galperin and
David Kenett - the independent directors' appointment will come into effect on
the same date the D&O insurance policy to be obtained by the Company for its
directors and officers comes into effect;
(B) To receive and consider the auditors' report, the directors' report
and the consolidated financial statements of the Company for the fiscal year
ended December 31, 1997;
(C) To receive and consider the auditors' report, the directors' report
and the consolidated financial statements of the Company for the fiscal year
ended December 31, 1998;
(D) To appoint Kesselman & Kesselman as the Company's auditors for the
fiscal year ended December 31, 1998 and for the fiscal year ended December 31,
1999 and to authorize the Board to fix the remuneration of the auditors in
accordance with the volume and nature of their services.
The agenda of the Extraordinary Meeting is as follows:
(E) To approve the obtaining of D&O insurance coverage for an annual
premium of up to fifty thousand United States dollars ($50,000) for the
directors and officers of the Company;
(F) To approve the management services agreement to be entered into
by and between Focus Capital Group Ltd., a company controlled by Meir Arnon
("Focus Capital"), and the Company, pursuant to which Focus Capital will
provide certain management services to the Company, such services to be
performed by Meir Arnon and Avikam Leef, and such agreement will be effective
as of October, 1998. The monthly management fee the Company will pay for such
services will be as follows: (i) during the period commencing on October,
1998 until July, 1999, the monthly management fee will be twelve thousand
United States dollars ($12,000); and (ii) during the period commencing on
July, 1999 onward the monthly management fee will be fifteen thousand United
States dollars ($15,000). Meir Arnon and Avikam Leef will be compensated by
Focus Capital for their services with regard to said agreement;
<PAGE>
(G) To approve the issuance of two separate options to Meir Arnon, or a
company controlled by him, such options in effect until December 31, 1999, each
option to receive a convertible debenture, one having a principal amount of one
million eighty thousand United States dollars ($1,080,000), bearing interest at
a rate not higher than a reasonable commercial interest rate, which will be
convertible into three million (3,000,000) Ordinary Shares of the Company, each
Ordinary Share having a nominal value of one and forty six one hundredths New
Israeli Shekels (NIS 1.46) ("Ordinary Shares"), for a conversion price per share
of thirty six one hundredths United States dollars ($0.36) for a period of two
(2) years, and the other having a principal amount of one million United States
dollars ($1,000,000), bearing interest at a rate not higher than a reasonable
commercial interest rate, which will be convertible into two million (2,000,000)
Ordinary Shares for a conversion price per share of fifty one hundredths United
States dollars ($0.50) for a period of three (3) years. In the event that as a
result of changes in the representative United States dollar exchange rate into
New Israeli Shekels the foregoing conversion prices become less than the nominal
value of the Ordinary Shares, the relevant principal amount will be increased in
an amount accordingly so that the conversion price will be equal to the nominal
value of the Ordinary Shares. The rights of Meir Arnon, or a company controlled
by him, under the convertible debenture will be pledged to an Israeli commercial
bank as a security for a loan which will be the source of funds to be provided
to the Company under the convertible debenture;
(H) To approve and ratify the issuance to Heinrich Manderman
of options to purchase two million two hundred forty nine thousand eight hundred
ninety three (2,249,893) Ordinary Shares of the Company, exercisable for a term
of five (5) years commencing on March 1, 1999, for an exercise price of two
United States Dollars ($2) per share, pursuant to a certain arrangement agreed
upon by the Company and its principal creditors, a portion of such options being
payment of a part of the debt owed to Heinrich Manderman by the Company and the
remaining portion thereof as consideration for the forgiveness of the remainder
of said debt;
(I) To amend the exercise period of the options to purchase
Ordinary Shares of the Company issued to the Company's creditors by resolution
1(B) resolved at the extraordinary meeting of shareholders held on December 29,
1997, from a period of five (5) years commencing on January 31, 1998 to a period
of five (5) years commencing on March 1, 1999;
(J) To authorize the Board to adopt an employee share option
plan pursuant to which options to purchase seven hundred and fifty thousand
(750,000) Ordinary Shares with a minimum exercise price per option of one and
forty six one hundredths New Israeli Shekels (NIS 1.46) will be granted to
present and future employees and consultants of the Company. Final terms of such
plan shall be determined by the Board at a later date;
(K) To approve remuneration of all of the directors of the
Company for services rendered in their capacity as directors as follows: (i) two
hundred fifty United States dollars (US$250) is to be paid to each director for
each meeting of the Board he attends; and (ii) five thousand United States
dollars (US$5,000) is to be paid to each director for each year a
<PAGE>
director serves on the Board;
(L) To resolve as an extraordinary resolution that the
authorized share capital of the Company be increased by creating ten million
(10,000,000) additional Ordinary Shares each having a nominal value of one and
forty six one hundredths New Israeli Shekels (NIS 1.46). The new authorized
share capital of the Company following such an increase will be twenty nine
million two hundred thousand New Israeli Shekels (NIS 29,200,000); and
(M) Such other business as may properly come before the Meetings.
The documents described above will be available for review at the
Meetings.
Shareholders of record at the close of business on July 1, 1999 are
entitled to notice of and to vote at the Meetings. All shareholders are
cordially invited to attend the Meetings in person.
Shareholders who are unable to attend the Meetings in person are
requested to complete, date and sign the enclosed proxy and to return it
promptly in the pre-addressed envelope provided. Return of the proxy will not
deprive any shareholder of his right to attend the Meetings, to revoke the proxy
and vote his shares in person.
Joint holders of shares should take note that, pursuant to Article 58
of the Articles of Association of the Company, the vote of the senior of joint
holders of any shares who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the vote(s) of the other registered holder(s) of
the shares, and for this purpose seniority will be determined by the order in
which the names appear in the Company's Register of Members.
By Order of the Board of Directors,
MEIR ARNON
CHAIRMAN OF THE BOARD OF DIRECTORS
Dated: July 13, 1999
<PAGE>
Exhibit 2
<PAGE>
ROBOMATIX TECHNOLOGIES LTD.
9 HATA'SIA STREET,
RAA'NANA 43654, ISRAEL
----------------------
PROXY STATEMENT
----------------------
This Proxy Statement is furnished to the holders of ordinary shares
each having a nominal value of one and forty six one hundredths New Israeli
Shekels (NIS 1.46)(the "Ordinary Shares"), of Robomatix Technologies Ltd. (the
"Company") in connection with the solicitation by the board of directors of
proxies for use at the annual general meeting of shareholders (the "Annual
General Meeting") and at the extraordinary meeting of shareholders (the
"Extraordinary Meeting")(the Annual General Meeting and the Extraordinary
Meeting are together referred to herein as the "Meetings"), or at any
adjournments or postponements thereof, pursuant to the accompanying notice of an
Annual General Meeting and an Extraordinary Meeting of shareholders. The
Meetings will be held on Sunday, August 8, 1999 at 12:00 P.M. (Israel time), at
the offices of Focus Capital Group Limited ("Focus Capital"), 1 Hashikma Street,
Savyon, Israel.
It is proposed that at the Annual General Meeting, ordinary
resolutions be adopted as follows: (a) to reelect two (2) directors to the
board of directors of the Company (the "Board") - Meir Arnon and Avikam Leef
- - and to elect two (2) additional directors to the Board as independent
directors - Nathan Galperin and David Kenett - the independent directors'
appointment will come into effect on the same date the D&O insurance policy
to be obtained by the Company for its directors and officers comes into
effect; (b) to receive and consider the Auditors' Report, the Directors'
Report and the Consolidated Financial Statements of the Company for the
fiscal year ended December 31, 1997; (c) to receive and consider the
Auditors' Report, the Directors' Report and the Consolidated Financial
Statements of the Company for the fiscal year ended December 31, 1998; and
(d) to appoint Kesselman & Kesselman as the
<PAGE>
Company's auditors for the fiscal year ended December 31, 1998 and for the
fiscal year ended December 31, 1999 and to authorize the Board to fix the
remuneration of the auditors in accordance with the volume and nature of their
services.
It is proposed that at the Extraordinary Meeting, ordinary resolutions
be adopted as follows: (a) to approve the obtaining of D&O insurance coverage
for an annual premium of up to fifty thousand United States dollars ($50,000)
for the directors and officers of the Company; (b) to approve the management
services agreement to be entered into by and between Focus Capital Group Ltd., a
company controlled by Meir Arnon ("Focus Capital"), and the Company, pursuant to
which Focus Capital will provide certain management services to the Company,
such services to be performed by Meir Arnon and Avikam Leef, and such agreement
will be effective as of October, 1998. The monthly management fee the Company
will pay for such services will be as follows: (i) during the period commencing
on October, 1998 until July, 1999, the monthly management fee will be twelve
thousand United States dollars ($12,000); and (ii) during the period commencing
on July, 1999 onward the monthly management fee will be fifteen thousand United
States dollars ($15,000). Meir Arnon and Avikam Leef will be compensated by
Focus Capital for their services with regard to said agreement; (c) to approve
the issuance of two separate options to Meir Arnon, or a company controlled by
him, such options in effect until December 31, 1999, each option to receive a
convertible debenture, one having a principal amount of one million eighty
thousand United States dollars ($1,080,000), bearing interest at a rate not
higher than a reasonable commercial interest rate, which will be convertible
into three million (3,000,000) ordinary shares of the Company, each Ordinary
Share having a nominal value of one and forty six one hundredths New Israeli
Shekels (NIS 1.46) ("Ordinary Shares"), for a conversion price per share of
thirty six one hundredths United States dollars ($0.36) for a period of two (2)
years, and the other having a principal amount of one million United States
dollars ($1,000,000), bearing interest at a rate not higher than a reasonable
commercial interest rate, which will be convertible into two million (2,000,000)
Ordinary Shares for a conversion price per share of fifty one hundredths United
States dollars ($0.50) for a period of three (3) years. In the event that as a
result of changes in the representative United States dollar exchange rate the
foregoing conversion prices become less than the nominal value of the Ordinary
Shares, the relevant principal amount will be increased in an amount accordingly
so that the conversion price will be equal to the nominal value of the Ordinary
Shares. The rights of Meir Arnon, or a company controlled by him, under the
convertible debenture will be pledged to an Israeli commercial bank as a
security for a loan which will be the source of funds to be provided to the
Company under the convertible debenture; (d) to approve and ratify the issuance
to Heinrich Manderman of options to purchase two million two hundred forty nine
thousand eight hundred ninety three (2,249,893) Ordinary Shares of the Company,
exercisable for a term of five (5) years commencing on March 1, 1999, for an
exercise price of two United States Dollars ($2) per share, pursuant to a
certain arrangement agreed upon by the Company and its principal creditors, a
portion of such options being payment of a part of the debt owed to Heinrich
Manderman by the Company and the remaining portion thereof as consideration for
the forgiveness of the remainder of said debt; (e) to amend the exercise period
of the options to purchase Ordinary Shares of the Company issued to the
Company's creditors by resolution 1(B) resolved at the extraordinary meeting of
shareholders held on December 29, 1997, from a period of five (5) years
commencing
<PAGE>
on January 31, 1998 to a period of five (5) years commencing on March 1, 1999;
(f) to authorize the Board to adopt an employee share option plan pursuant to
which options to purchase seven hundred and fifty thousand (750,000) Ordinary
Shares with a minimum exercise price per option of one and forty six one
hundredths New Israeli Shekels (NIS 1.46) will be granted to present and future
employees and consultants of the Company. Final terms of such plan shall be
determined by the Board at a later date; and (g) to approve remuneration of all
of the directors of the Company for services rendered in their capacity as
directors as follows: (i) two hundred fifty United States dollars (US$250) is to
be paid to each director for each meeting of the Board he attends; and (ii) five
thousand United States dollars (US$5,000) is to be paid to each director for
each year a director serves on the Board.
It is proposed that at the Extraordinary Meeting, a special resolution
be adopted as follows: to increase the authorized share capital of the Company
by creating ten million (10,000,000) additional Ordinary Shares each having a
nominal value of one and forty six one hundredths New Israeli Shekels (NIS
1.46). The new authorized share capital of the Company following such an
increase will be twenty nine million two hundred thousand New Israeli Shekels
(NIS 29,200,000).
The Company currently is not aware of any other matters which
will come before the Meetings. If any other matters properly come before the
Meetings, the persons designated as proxies intend to vote in accordance with
their judgment on such matters.
A form of proxy for use at the Meetings and a return envelope for the
proxy are also enclosed. Shareholders may revoke the authority granted by their
execution of proxies at any time before the effective exercise thereof by filing
with the Company a written notice of revocation or duly executed proxy bearing a
later date, or by voting in person at the Meetings. However, if a Shareholder
attends the Meetings and does not elect to vote in person, his or her proxy will
not be revoked. Unless otherwise indicated on the form of proxy, shares
represented by any proxy in the enclosed form, if the proxy is properly executed
and received by the Company not less than twenty-four hours prior to the time
fixed for the Meetings, will be voted in favor of all the matters to be
presented to the Meetings, as described above. On all matters considered at the
Annual General Meeting and at the Extraordinary Meeting, abstentions and broker
non-votes will be treated as neither a vote "for" nor "against" the matter,
although they will be counted in determining if a quorum is present.
Proxies for use at the Meetings are being solicited by the board of
directors of the Company. Proxies are being mailed to shareholders on or about
July 13, 1999, and will be solicited chiefly by mail; however, certain officers,
directors, employees and agents of the Company, none of whom will receive
additional compensation therefor, may solicit proxies by telephone, telegram or
other personal contact. The Company will bear the cost for the solicitation of
the proxies, including postage, printing and handling, and will reimburse the
reasonable expenses of brokerage firms and others for forwarding material to
beneficial owners of shares.
Only shareholders of record at the close of business on July 1, 1999
will be entitled to
<PAGE>
vote at the Annual General Meeting and at the Extraordinary Meeting and any
adjournments or postponements thereof. The Company had issued and outstanding on
July 1, 1999 four million seven hundred seventy two thousand four hundred
seventy six (4,772,476) Ordinary Shares, each of which is entitled to one vote
upon each of the matters to be presented at the Meetings. The holder or holders
of at least one-third of the total voting rights in the Company, present in
person or by proxy and entitled to vote, will constitute a quorum at the
Meetings.
The adoption of the special resolution at the Extraordinary Meeting
requires approval by the holder or holders, in person or by proxy, and voting
thereon of a majority of at least three fourths of the voting rights attached to
the Ordinary Shares represented at the Extraordinary Meeting, of which notice,
including the intention to propose such special resolution, was duly given at
least twenty-one (21) days in advance.
All other items in the Notice of an Annual General Meeting and an
Extraordinary Meeting of Shareholders which accompanies this Proxy Statement are
ordinary resolutions and require approval by the holder or holders of a simple
majority of the voting rights attached to the Ordinary Shares represented at the
Meetings, in person or by proxy, and voting thereon.
BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 1, 1999, the number of
shares owned beneficially by (i) all shareholders known to the Company to own
beneficially more than ten percents (10%) of the Company's shares and (ii) each
director.
<TABLE>
<CAPTION>
Name Number of Number of Options Percent of Percent of
- ---- Ordinary exercisable within Total Total
Shares Owned Sixty (60) Days Shares** Shares And
------------ --------------- -------- Exercisable
Options***
-----------
<S> <C> <C> <C> <C>
Manderman Heinrich 1,260,725* 100,000 26.42% 26.60%
Held by the public 2,141,026 44.86% 41.85%
Meir Arnon through Focus 1,260,725 100,000**** 26.42% 26.60%
Capital and Avikam Leef
Meir Arnon through Focus 110,000 2.30% 2.15%
Capital
Former Directors 143,174 ------ 2.80%
</TABLE>
<PAGE>
* Pursuant to a certain agreement by and among Focus Capital, Avikam Leef and
Heinrich Manderman the voting rights attached to those shares were assigned from
Heinrich Manderman to Focus Capital and Avikam Leef.
** Percentages in this column are based on four million seven hundred and
seventy two thousand four hundred and seventy six (4,772,476) Ordinary Shares
outstanding as of July 1, 1999
*** Percentages in this column are based on four million seven hundred and
seventy two thousand four hundred and seventy six (4,772,476) Ordinary Shares
outstanding as of July 1, 1999 plus such number of Ordinary Shares as the
indicated person or group had the right to receive upon the exercise of options
which are exercisable within sixty (60) days as of July 1, 1999.
**** These options are to be transferred to Focus Capital and Avikam Leef in the
immediate future.
ITEM A
ELECTION OF DIRECTORS
Under the Company's Articles of Association, the Board of Directors is
to consist of four (4) to nine (9) directors, until otherwise determined by
ordinary resolution of the shareholders. There are two (2) directors currently
serving on the Board. Management proposes to recommend four (4) nominees to be
elected to the Board of Directors at the Annual Meeting.
Pursuant to the Company's Articles of Association, directors are
elected at the annual general meeting of shareholders of the Company by a vote
of the holders of a majority of the voting power represented at such meeting.
Each director holds office until the annual general meeting of shareholders of
the Company next following the annual general meeting at which such director was
elected. Under the Articles of Association of the Company, the Board of
Directors will be entitled to fill, until the next election of directors, the
vacancies existing in the Board of Directors following the Annual General
Meeting at its sole discretion.
It is intended that proxies (other than those directing the proxy
holders to vote against the listed nominees or for certain of them or to
abstain) will be voted for the election of the listed nominees named in the
following table as directors of the Company, each to hold office until the next
annual general meeting and until his successor shall have duly taken office,
unless his office is earlier vacated under any relevant provision of the
Articles of Association of the Company.
<PAGE>
The affirmative vote of a majority of the Ordinary Shares represented
at the meeting in person or by proxy is required to elect the four (4) nominees
named below as directors of the Company. In the event any one or more of such
nominees should be unable to serve, the proxies will be voted for the election
of such other person or persons as shall be determined by the persons named in
the proxy in accordance with their best judgment. The appointment of Nathan
Galperin and David Kenett will come into effect on the same date the D&O
insurance policy to be obtained by the Company for its directors and officers
comes into effect, other than that the Company is not aware of any reason why
any of the nominees, if elected, should be unable to serve as a director. The
Company does not have any understanding or agreement with respect to the future
election of any nominees named herein. The nominees, their present principal
occupations or employment, the year
<PAGE>
in which each first became a director and the number of shares of the Company
beneficially owned by each on June 1, 1999, are:
<TABLE>
<CAPTION>
Name Principal Occupation or Age Director Since Number of Ordinary
Employment With the Company Shares Beneficially
Owned as of
June 1 , 1999
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Meir Arnon Chairman of the Board 47 1998 1,370,725*
Avikam Leef Director 48 1998 1,260,725**
Nathan Galperin Director 52 nominated to 0
be appointed
at this Meeting
David Kenett Director 47 nominated to 0
be appointed
at this Meeting
- --------------------------------------------------------------------------------------------------------------
</TABLE>
* Represent 1,260,725 Ordinary Shares held by Focus Capital, of which Mr. Arnon
is the controlling shareholder, and Avikam Leef, plus 110,000 Ordinary Shares
held by Focus Capital. Pursuant to a certain agreement by and among Focus
Capital, Avikam Leef and Heinrich Manderman the voting rights attached to an
additional 1,260,725 shares were assigned from Heinrich Manderman to Focus
Capital and Avikam Leef.
<PAGE>
** Represent 1,260,725 Ordinary Shares held by Avikam Leef and Focus Capital.
Pursuant to a certain agreement by and among Focus Capital, Avikam Leef and
Heinrich Manderman the voting rights attached to an additional 1,260,725 shares
were assigned from Heinrich Manderman to Focus Capital and Avikam Leef.
MEIR ARNON has served as Chairman of the Board of the Company since
October 1998. Mr. Arnon founded Focus Capital, a leading Israeli buyout and
restructuring company, 10 years ago and currently serves as the Chairman of the
Board and the CEO of Focus Capital. Mr. Arnon has personally initiated and
executed all of Focus Capital's investment and M&A transactions, and directed
each deal's restructuring and exit. Mr. Arnon has an MBA from INSEAD, and a
B.Sc. from the Technion in Haifa, Israel.
AVIKAM LEEF has served as a director of the Company since October 1998.
Mr. Leef served as an outside consultant to Focus Capital since 1993 and became
a manager of Focus Capital on April 1997. Mr. Leef has an experience in
restructuring companies in industries as diverse as media, communication and
real estate. Mr. Leef spent four years as Chief Economist of Clal Industries and
one year as Senior Economic Consultant to Clal Israel. Mr. Leef held also
several senior positions while working with the Bank of Israel for 7 years. Mr.
Leef has been the CEO of Cubital Ltd. since March 1, 1999 and previously served
as its General Manager. Mr. Leef has an undergraduate degree in economics and a
graduate degree in business administration from the Hebrew University in
Jerusalem.
NATHAN GALPERIN is a senior partner and co-founder of Enosh Systems,
a leading firm in management consulting and engineering. Mr. Galperin serves as
a director in several companies, including Dead Sea Works Ltd., Cubital Ltd. and
Dead Sea Magnesium Ltd. Mr. Galperin was previously the manager of the
Distribution and Engineering Department at Revlon, Inc. Mr. Galperin has an
undergraduate degree in industrial engineering and management from the Technion
in Haifa.
DAVID KENETT has served as a senior captain in El-Al since 1989. In the
past, Mr. Kenett served as an independent director of two public companies -
Agri Invest Ltd. and Okidok Ltd. Mr. Kenett served as a fighter pilot in the
Israeli Air Force. Mr. Kenett has an undergraduate degree in economics and
business administration from Bar Ilan University
REMUNERATION AND OTHER INFORMATION
The aggregate direct compensation paid to or accrued for the account of
all directors and executive officers as a group during the 1998 fiscal year was
one hundred and eighty seven thousand United States dollars ($187,000). This
amount includes directors' fees, officers' compensation, amounts set aside or
accrued to provide pension, retirement, insurance or similar benefits, amounts
expended by the Company
<PAGE>
for automobiles made available to its officers and expenses (including business
association dues and expenses) for which directors were reimbursed, but does not
include the options granted as described immediately below. The aggregate direct
compensation paid to or accrued for the account of all directors and executive
officers as a group of a wholly owned subsidiary of the Company was two hundred
twenty two thousand three hundred forty ($222,340) during the 1998 fiscal year.
STOCK OPTIONS
The following table sets forth as to all directors and officers as a
group, including all persons who were at any time during the period indicated
directors or officers of the Company. As of July 1, 1999 such options were not
exercised.
GRANTED OPTIONS
<TABLE>
<S> <C>
Number of Ordinary Shares....................................... 143,174
Exercise price per Ordinary Share .............................. the average price per
share over the sixty(60)
day period prior to the
date of the option grant.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSED
ORDINARY RESOLUTION. WHEREAS MR. ARNON AND MR. LEEF HAVE AN INTEREST IN THE
FOREGOING PROPOSED RESOLUTION, MR. ARNON AND MR. LEEF REFRAIN FROM MAKING A
RECOMMENDATION WITH RESPECT TO THEIR NOMINATION.
ITEM B
CONSIDERATION AND APPROVAL OF THE AUDITORS' REPORT, THE
DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
At the Annual General Meeting, the auditors' report, the directors'
report and the consolidated financial statements of the Company for the fiscal
year ended December 31, 1997 will be presented. It is proposed that at the
Annual General Meeting the following ordinary resolution be adopted:
"RESOLVED, that the auditors' report, the directors' report and the
consolidated financial statements of the Company for the fiscal year
ended December 31, 1997, be, and the same hereby are approved."
The affirmative vote of the holders of a majority of the voting power
represented at the Annual General Meeting in person or by proxy is necessary for
approval of the
<PAGE>
auditors' report, the directors' report and the consolidated financial
statements of the Company for the fiscal year ended December 31, 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSED
ORDINARY RESOLUTION.
ITEM C
CONSIDERATION AND APPROVAL OF THE AUDITORS' REPORT, THE
DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
At the Annual General Meeting, the auditors' report, the directors'
report and the consolidated financial statements of the Company for the fiscal
year ended December 31, 1998 will be presented. It is proposed that at the
Annual General Meeting the following ordinary resolution be adopted:
"RESOLVED, that the auditors' report, the directors' report and the
consolidated financial statements of the Company for the fiscal year
ended December 31, 1998, be, and the same hereby are approved."
The affirmative vote of the holders of a majority of the voting power
represented at the Annual General Meeting in person or by proxy is necessary for
approval of the auditors' report, the directors' report and the consolidated
financial statements of the Company for the fiscal year ended December 31, 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSED
ORDINARY RESOLUTION.
ITEM D
APPOINTMENT OF AUDITORS
Kesselman & Kesselman, Certified Public Accountants (Israel), will be
nominated by the Board of Directors of the Company for appointment as
independent auditors of the Company for the fiscal year ending December 31, 1998
and for the fiscal year ending December 31, 1999. Kesselman & Kesselman has no
relationship with the Company or with any affiliate of the Company except as
auditors and, to a limited extent, as tax consultants. The Board of Directors
believes that such limited non-audit function does not affect the independence
of Kesselman & Kesselman. Kesselman & Kesselman served as the sole independent
auditors of the Company since 1993.
The Board of Directors will present the following ordinary resolution
at the Annual
<PAGE>
General Meeting:
"RESOLVED, that the Company's auditors, Kesselman & Kesselman be, and
they hereby are, appointed as auditors of the Company for the fiscal
year ending December 31, 1998 and for the fiscal year ending December
31, 1999, and that the Board of Directors be, and it hereby is,
authorized to fix the remuneration of said auditors in accordance with
the volume and nature of their services."
The affirmative vote of the holders of a majority of the voting power
represented at the Annual General Meeting in person or by proxy is necessary for
approval of the ordinary resolution appointing Kesselman & Kesselman as auditors
of the Company and authorizing the Board of Directors to fix the remuneration of
said auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSED
ORDINARY RESOLUTION.
ITEM E
APPROVAL OF D&O INSURANCE COVERAGE
The Company is in the process of obtaining of D&O insurance coverage
for the directors and officers of the Company. Management of the Company
believes that the obtaining of such insurance coverage is in the best interests
of the Company.
It is proposed that at the Extraordinary Meeting the following ordinary
resolution be adopted:
"RESOLVED, that the obtaining of D&O insurance coverage for an annual
premium of up to fifty thousand United States dollars ($50,000) for the
directors and officers of the Company be, and it hereby is, approved."
The affirmative vote of the holders of a majority of the voting power
represented at the Extraordinary Meeting in person or by proxy is necessary for
approval of obtaining of D&O insurance coverage for the directors and officers
of the Company.
WHEREAS THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY HAVE AN
INTEREST IN THE FOREGOING PROPOSED RESOLUTION, THE BOARD REFRAINS FROM MAKING A
RECOMMENDATION WITH RESPECT TO SUCH RESOLUTION.
ITEM F
APPROVAL OF MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND
FOCUS CAPITAL GROUP LTD.
<PAGE>
Section 96 of the Companies Ordinance [New Version] 5743 - 1983 (the
"Companies Ordinance") subjects the conditions of service of a director, or of a
company controlled by a director, to approval by the Company's Board of
Directors and its shareholders.
Pursuant to the management services agreement to be entered into by and
between Focus Capital Group Ltd., a company controlled by Meir Arnon ("Focus
Capital"), Focus Capital will provide certain management services to the
Company, such services to be performed by Meir Arnon and Avikam Leef, and such
agreement will be effective as of October, 1998. The monthly management fee the
Company will pay for such services will be as follows: (i) during the period
commencing on October, 1998 until July, 1999, the monthly management fee will be
twelve thousand United States dollars ($12,000); and (ii) during the period
commencing on July, 1999 onward the monthly management fee will be fifteen
thousand United States dollars ($15,000). Meir Arnon and Avikam Leef will be
compensated by Focus Capital for their services with regard to said agreement.
It is proposed that at the Extraordinary Meeting the following Ordinary
Resolution be adopted:
"RESOLVED, To approve the management services agreement to be entered
into by and between Focus Capital Group Ltd., a company controlled by
Meir Arnon ("Focus Capital"), "), Focus Capital will provide certain
management services to the Company, such services to be performed by
Meir Arnon and Avikam Leef, and such agreement will be effective as of
October, 1998. The monthly management fee the Company will pay for such
services will be as follows: (i) during the period commencing on
October, 1998 until July, 1999, the monthly management fee will be
twelve thousand United States dollars ($12,000); and (ii) during the
period commencing on July, 1999 onward the monthly management fee will
be fifteen thousand United States dollars ($15,000). Meir Arnon and
Avikam Leef will be compensated by Focus Capital for their services
with regard to said agreement."
The affirmative vote of the holders of a majority of the voting power
represented at the Extraordinary Meeting in person or by proxy is necessary for
approval of the management agreement by and between Focus Capital, a company
controlled by Meir Arnon, and the Company.
WHEREAS THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY HAVE AN
INTEREST IN THE FOREGOING PROPOSED RESOLUTION, THE BOARD REFRAINS FROM MAKING A
RECOMMENDATION WITH RESPECT TO SUCH RESOLUTION.
ITEM G
APPROVAL OF ISSUANCE OF A CONVERTIBLE DEBENTURE TO MEIR ARNON
In consideration to Meir Arnon, or a company controlled by him, for a
loan to the
<PAGE>
Company in the amount of approximately two million United States dollars
($2,000,000), the Company will issue two separate options to Meir Arnon, or a
company controlled by him, such options in effect until December 31, 1999, each
option to receive a convertible debenture, one having a principal amount of one
million eighty thousand United States dollars ($1,080,000), bearing interest at
a rate not higher than a reasonable commercial interest rate, which will be
convertible into three million (3,000,000) ordinary shares of the Company, each
Ordinary Share having a nominal value of one and forty six one hundredths New
Israeli Shekels (NIS 1.46) ("Ordinary Shares"), for a conversion price per share
of thirty six one hundredths United States dollars ($0.36) for a period of two
(2) years, and the other having a principal amount of one million United States
dollars ($1,000,000), bearing interest at a rate not higher than a reasonable
commercial interest rate, which will be convertible into two million (2,000,000)
Ordinary Shares for a conversion price per share of fifty one hundredths United
States dollars ($0.50) for a period of three (3) years. In the event that as a
result of changes in the representative United States dollar exchange rate the
foregoing conversion prices become less than the nominal value of the Ordinary
Shares, the relevant principal amount will be increased in an amount accordingly
so that the conversion price will be equal to the nominal value of the Ordinary
Shares. The rights of Meir Arnon, or a company controlled by him, under the
convertible debenture will be pledged to an Israeli commercial bank as a
security for a loan which will be the source of funds to be provided to the
Company under the convertible debenture.
It is proposed that at the Extraordinary Meeting the following Ordinary
Resolution be adopted:
"RESOLVED, to approve the issuance of two separate options to Meir
Arnon, or a company controlled by him, such options in effect until
December 31, 1999, each option to receive a convertible debenture, one
having a principal amount of one million eighty thousand United States
dollars ($1,080,000), bearing interest at a rate not higher than a
reasonable commercial interest rate, which will be convertible into
three million (3,000,000) ordinary shares of the Company, each Ordinary
Share having a nominal value of one and forty six one hundredths New
Israeli Shekels (NIS 1.46) ("Ordinary Shares"), for a conversion price
per share of thirty six one hundredths United States dollars ($0.36)
for a period of two (2) years, and the other having a principal amount
of one million United States dollars ($1,000,000), bearing interest at
a rate not higher than a reasonable commercial interest rate, which
will be convertible into two million (2,000,000) Ordinary Shares for a
conversion price per share of fifty one hundredths United States
dollars ($0.50) for a period of three (3) years. In the event that as a
result of changes in the representative United States dollar exchange
rate the foregoing conversion prices become less than the nominal value
of the Ordinary Shares, the relevant principal amount will be increased
in an amount accordingly so that the conversion price will be equal to
the nominal value of the Ordinary Shares. The rights of Meir Arnon, or
a company controlled by him, under the
<PAGE>
convertible debenture will be pledged to an Israeli commercial bank as
a security for a loan which will be the source of funds to be provided
to the Company under the convertible debenture."
The affirmative vote of the holders of a majority of the voting power
represented at the Extraordinary Meeting in person or by proxy is necessary for
approval of the issuance to Meir Arnon, or a company controlled by him, of a
convertible debenture of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
ORDINARY RESOLUTION. WHEREAS MR. ARNON HAS AN INTEREST IN THE FOREGOING PROPOSED
RESOLUTION, MR. ARNON REFRAINS FROM MAKING A RECOMMENDATION WITH RESPECT TO SUCH
RESOLUTION.
ITEM H
APPROVAL OF ISSUANCE OF OPTIONS TO HEINRICH MANDERMAN
On December 29, 1997 the Company held an extraordinary meeting of
shareholders of the Company during which a debt restructuring agreement with the
Company and its principal creditors was presented and approved. Pursuant to that
agreement the creditors had agreed to accept options to purchase Ordinary Shares
of the Company in satisfaction of part of the outstanding debt balance and the
forgiveness of its remainder . In regard to the debt owed by the Company to
Heinrich Manderman and in accordance with the aforesaid agreement the Management
proposes to issue to Heinrich Manderman options to purchase two million two
hundred forty nine thousand eight hundred ninety three (2,249,893) Ordinary
Shares of the Company, exercisable for a term of five (5) years commencing on
March 1, 1999, for an exercise price of two United States Dollars ($2) per
share, a portion of such options being payment of a part of the said Company's
debt to Heinrich Manderman and the remaining portion thereof as consideration
for the forgiveness of the remainder of said debt. Pursuant to a certain
agreement, Heinrich Manderman will transfer 50% of said options to Focus Capital
and Avikam Leef.
It is proposed that at the Extraordinary Meeting the following Ordinary
Resolution be adopted:
"RESOLVED, that the issuance to Heinrich Manderman of options to
purchase two million two hundred forty nine thousand eight hundred
ninety three (2,249,893) Ordinary Shares of the Company, exercisable
for a term of five (5) years commencing on March 1, 1999, for an
exercise price of two United States Dollars ($2) per share, pursuant to
a certain arrangement agreed upon by the Company and its principal
creditors, a portion of such options being payment of a part of the
debt owed to Heinrich Manderman by the Company and the remaining
portion thereof as consideration for the forgiveness of the remainder
of said debt, be, and it hereby is, ratified and approved."
The affirmative vote of the holders of a majority of the voting power
represented at the
<PAGE>
Extraordinary Meeting in person or by proxy is necessary for approval of the
issuance to Heinrich Manderman of options to purchase two million two hundred
forty nine thousand eight hundred ninety three (2,249,893) Ordinary Shares of
the Company.
WHEREAS THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY HAVE AN
INTEREST IN THE FOREGOING PROPOSED RESOLUTION, THE BOARD REFRAINS FROM MAKING A
RECOMMENDATION WITH RESPECT TO SUCH RESOLUTION.
ITEM I
APPROVAL OF AMENDMENT TO SHAREHOLDERS RESOLUTION 1(B)
DATED DECEMBER 29, 1997
On December 29, 1997 the Company held an extraordinary meeting of
shareholders of the Company during which a debt restructuring agreement with the
Company and its principal creditors was presented and approved. During that
meeting it was resolved by resolution 1(B) that the exercise period of the
options to purchase Ordinary Shares of the Company issued to the Company's
creditors (the "Creditors' Options") shall be for a period of five (5) years
commencing on January 31, 1998. Due to the fact that the said agreement came
into force on March 1, 1999, the Management proposes to amend the said
resolution and to determine that the exercise period of the Creditors' Options
shall be for a period of five (5) years commencing on March 1, 1999.
It is proposed that at the Extraordinary Meeting the following Ordinary
Resolution be adopted:
"RESOLVED, that the amendment of the exercise period of the options to
purchase Ordinary Shares of the Company issued to the Company's
creditors by resolution 1(B) resolved at the extraordinary meeting of
shareholders held on December 29, 1997, from a period of five (5)
years commencing on January 31, 1998 to a period of five (5) years
commencing on March 1, 1999, be, and it hereby is, approved."
The affirmative vote of the holders of a majority of the voting power
represented at the Extraordinary Meeting in person or by proxy is necessary for
approval of the amendment of resolution 1(B) resolved at the extraordinary
meeting of shareholders held on December 29, 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
ORDINARY RESOLUTION.
ITEM J
ADOPTION OF AN EMPLOYEE SHARE OPTION PLAN
The Management wishes to authorize the Board to adopt an option plan,
pursuant to
<PAGE>
which options to purchase seven hundred and fifty thousand (750,000) Ordinary
Shares with a minimum exercise price per option of one and forty six one
hundredths New Israeli Shekels (NIS 1.46), that will serve as an incentive to
present and future employees and consultants of the Company. Final terms of such
plan shall be determined by the Board at a later date.
It is proposed that at the Extraordinary Meeting the following Ordinary
Resolution be adopted:
"RESOLVED, to authorize the Board to adopt an employee share option
plan pursuant to which options to purchase seven hundred and fifty
thousand (750,000) Ordinary Shares with a minimum exercise price per
option of one and forty six one hundredths New Israeli Shekels (NIS
1.46) will be granted to present and future employees and
consultants of the Company. Final terms of such plan shall be
determined by the Board at a later date."
The affirmative vote of the holders of a majority of the voting power
represented at the Extraordinary Meeting in person or by proxy is necessary for
approval of the authorization of the Board to adopt an employee share option
plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
ORDINARY RESOLUTION.
ITEM K
APPROVAL OF REMUNERATION OF THE DIRECTORS
OF THE COMPANY
Pursuant to Section 85 of the Companies Ordinance and Article 68 of the
Articles of Association of the Company, the Management wishes to approve
remuneration of all of the directors of the Company for services rendered in
their capacity as directors as follows: (i) two hundred fifty United States
dollars (US$250) is to be paid to each director for each meeting of the Board he
attends; and (ii) five thousand United States dollars (US$5,000) is to be paid
to each director for each year a director serves on the Board. Management
believes that such payments would not interfere with the directors judgment in
carrying out their responsibilities as directors of the Company.
It is proposed that at the Extraordinary Meeting the following Ordinary
Resolution be adopted:
"RESOLVED, to approve the remuneration of all of the directors of the
Company for services rendered in their capacity as directors as
follows: (i) two hundred fifty United States dollars (US$250) is to be
paid to each director for each meeting of the Board he attends; and
(ii) five thousand United States dollars (US$5,000) is to be paid to
each director for each year a director serves on the Board."
<PAGE>
The affirmative vote of the holders of a majority of the voting power
represented at the Extraordinary Meeting in person or by proxy is necessary for
approval of the remuneration of the independent directors of the Company for
services rendered in their capacity as independent directors.
WHEREAS THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY HAVE AN
INTEREST IN THE FOREGOING PROPOSED RESOLUTION, THE BOARD REFRAINS FROM MAKING A
RECOMMENDATION WITH RESPECT TO SUCH RESOLUTION.
ITEM L
APPROVAL OF AN INCREASE IN THE SHARE CAPITAL OF THE COMPANY
As a result of the Company's business needs it is suggested that the
Company will increase its authorized share capital by creating ten million
(10,000,000) additional Ordinary Shares each having a nominal value of one and
forty six one hundredths New Israeli Shekels (NIS 1.46).
It is proposed that at the Extraordinary Meeting the following special
resolution be adopted:
"RESOLVED AS A SPECIAL RESOLUTION THAT, the authorized share capital of
the Company be, and the same is hereby, increased by creating ten
million (10,000,000) additional Ordinary Shares each having a nominal
value of one and forty six one hundredths New Israeli Shekels (NIS
1.46). The new authorized share capital of the Company following such
an increase will be twenty nine million two hundred thousand New
Israeli Shekels (NIS 29,200,000) and to amend the Company's Memorandum
and Articles of Association accordingly."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
SPECIAL RESOLUTION.
ITEM M
Management knows of no other business to be transacted at the Meetings
but, if any other matters are properly presented to the Meetings, the persons
named in the enclosed form of proxy will vote upon such matters in accordance
with their best judgment.
By Order of the Board of Directors,
MEIR ARNON
CHAIRMAN OF THE BOARD OF DIRECTORS
Dated: July 13, 1999
<PAGE>
Exhibit 3
<PAGE>
PROXY
ROBOMATIX TECHNOLOGIES LTD.
(THE "COMPANY")
FOR THE ANNUAL GENERAL MEETING AND THE EXTRAORDINARY
MEETING OF SHAREHOLDERS TO BE HELD
ON AUGUST 8, 1999
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder of
________________ shares of Robomatix Technologies Ltd. does hereby appoint Meir
Arnon of 1 Hashikma Street, Savyon, Israel, or the bearer of this proxy, to be
his true and lawful attorney-in-fact and agent to vote as proxy at the Annual
General Meeting and the Extraordinary Meeting of shareholders of Robomatix
Technologies Ltd. (the "Meetings") to be held on August 8, 1999 at 12:00 P.M.
(Israel time), at the offices of Focus Capital Group Limited, 1 Hashikma Street,
Savyon, Israel or any adjournment or postponements of such Meetings and to act
as fully as the undersigned could do if personally present at such Meetings.
A. ELECTION OF DIRECTORS
/ / FOR / / AGAINST / / ABSTAIN
----------------
B. CONSIDERATION AND APPROVAL OF THE AUDITORS' REPORT, THE DIRECTORS'
REPORT AND THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997
/ / FOR / / AGAINST / / ABSTAIN
----------------
C. CONSIDERATION AND APPROVAL OF THE AUDITORS' REPORT, THE DIRECTORS'
REPORT AND THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998
/ / FOR / / AGAINST / / ABSTAIN
----------------
D. APPOINTMENT OF AUDITORS
/ / FOR / / AGAINST / / ABSTAIN
----------------
<PAGE>
E. APPROVAL OF OBTAINING OF D&O INSURANCE
/ / FOR / / AGAINST / / ABSTAIN
----------------
F. APPROVAL OF MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND FOCUS CAPITAL
GROUP LTD.
/ / FOR / / AGAINST / / ABSTAIN
----------------
G. APPROVAL OF ISSUANCE OF TWO OPTIONS TO RECEIVE TWO CONVERTIBLE
DEBENTURES BY THE COMPANY TO MEIR ARNON
/ / FOR / / AGAINST / / ABSTAIN
----------------
H. APPROVAL OF THE ISSUANCE OF OPTIONS TO HEINRICH MANDERMAN
/ / FOR / / AGAINST / / ABSTAIN
----------------
I. APPROVAL OF AMENDMENT TO SHAREHOLDERS RESOLUTION 1(B) DATED
DECEMBER 29, 1997
/ / FOR / / AGAINST / / ABSTAIN
----------------
J. ADOPTION OF AN EMPLOYEE SHARE OPTION PLAN
/ / FOR / / AGAINST / / ABSTAIN
----------------
K. APPROVAL OF REMUNERATION OF THE INDEPENDENT DIRECTORS OF THE COMPANY
/ / FOR / / AGAINST / / ABSTAIN
----------------
<PAGE>
L. APPROVAL OF AN INCREASE OF SHARE CAPITAL
/ / FOR / / AGAINST / / ABSTAIN
----------------
M. IN THEIR DISCRETION, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING
/ / AGREE / / DISAGREE
--------------------
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Shareholder. If no direction is made, this proxy will be
voted FOR proposals, A, B, C, D, E, F, G, H, I, J, K, L and M.
------------------------
<PAGE>
The undersigned hereby acknowledges receipt of Notice of the Annual General
Meeting and the Extraordinary Meeting of Shareholders and the Proxy Statement
accompanying such Notice, revokes any proxy or proxies heretofore given to vote
upon or act with respect to the same shares and hereby ratifies and confirms all
that said proxies, their substitutes, or any of them, may lawfully do by virtue
hereof.
Witness the hand of the undersigned. Dated: , 1999
--------------
- ------------------------------
- -----------------------------
(Name and Signature of Witness) (Name and Signature of Shareholder)
------------------------------------
(Address of Shareholder)
THIS PROXY IS SOLICITED ON BEHALF OF THE Please mark date and sign exactly as
BOARD OF DIRECTORS name(s) appear on this proxy and
return the proxy card promptly using
the enclosed envelope. If the signer
is a corporation, please sign full
corporate name by duly authorized
officer. Executives, administrators,
trustees, etc. should state full
title or capacity. Joint owners
should each sign.
