UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Electric Fuel Corporation
----------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
----------------------------------------------------------------
(Title of Class of Securities)
284871-10-0
(CUSIP Number)
Robert S. Ehrlich
c/o Electric Fuel Corporation
885 Third Avenue
Suite 2900
New York, New York 10022
(212) 230-2172
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 2, 1996
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box | |.
.
Check the following box if a fee is being paid with the statement | |. (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit Index appears on Page 8.
Page 1 of 12 Pages
<PAGE>
13D
- ------------------------ ----------------------
|CUSIP No. 284871-10-0 | |Page 2 of 12 Pages |
-----------
- ------------------------ ----------------------
- ---------------------------------------------------------------------------
| | |
|1. | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Robert S. Ehrlich |
- ---------------------------------------------------------------------------
| | ----- |
| | (a) | X | |
| | ----- |
|2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
----- |
| | (b) | | |
| | ----- |
- ---------------------------------------------------------------------------
|3. | SEC USE ONLY |
| | |
- ---------------------------------------------------------------------------
|4. | SOURCE OF FUNDS* |
| | 00 |
- ---------------------------------------------------------------------------
|5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ----- |
| | REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | |
| | ----- |
- ---------------------------------------------------------------------------
|6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States |
- ---------------------------------------------------------------------------
| |7. | SOLE VOTING POWER |
| | | 1,138,979 |
| NUMBER OF -------------------------------------------------------------
| SHARES |8. | SHARED VOTING POWER |
|BENEFICIALLY | | -0- |
| OWNED BY -------------------------------------------------------------
| EACH |9. | SOLE DISPOSITIVE POWER |
| REPORTING | | 1,138,979 |
| PERSON -------------------------------------------------------------
| WITH |10.| SHARED DISPOSITIVE POWER |
| | | -0- |
- ---------------------------------------------------------------------------
|11.| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
| | PERSON |
| | 1,138,979 |
- ---------------------------------------------------------------------------
|12.| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ----- |
| | CERTAIN SHARES* | | |
| | ----- |
- ---------------------------------------------------------------------------
|13.| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 7.8% |
- ---------------------------------------------------------------------------
|14.| TYPE OF REPORTING PERSON* |
| | IN |
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 12 Pages
Reference is made to the Statement on Schedule 13D dated March 2, 1994
("Schedule 13D") originally filed by the undersigned in accordance with Rule
13d-2(a) of the general rules and regulations under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). This Amendment No. 1 to the Schedule
13D ("Amendment No. 1") amends the Schedule 13D to the extent set forth below.
Terms defined in the Schedule 13D are used herein as so defined.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby amended by adding the following paragraph
immediately after the existing paragraph.
The transaction to which this Amendment No. 1 relates was the formation
of a "group" within the meaning of Section 13(d)(3) of the Exchange Act
pursuant to a Voting Rights Agreement, dated September 30, 1996 (the
"Voting Rights Agreement") by and among Electric Fuel Corporation, a
Delaware corporation (the "Company"), Leon S. Gross, Robert S. Ehrlich
and Yehuda Harats, (each a "Stockholder" and collectively the
"Stockholders"), each a holder of shares of common stock of the
Company, $.01 par value per share (the "Common Stock"). The Voting
Rights Agreement was entered into in connection with a private
placement of the Company's securities.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended by adding the following paragraph after
the existing second paragraph:
The Voting Rights Agreement was a condition precedent to a private
placement of the Company's Common Stock pursuant to a Stock Purchase
Agreement dated September 30, 1996 between the Company and Mr. Leon S.
Gross. Pursuant to the Voting Rights Agreement, Lawrence M. Miller,
advisor to Mr. Gross, will be elected to the Board of Directors,
thereby increasing its size to six (6) members. In the event Mr. Miller
shall cease to serve as a member of the Board of Directors, Mr. Gross
(the "Alternate Director") shall be nominated for election and succeed
to Mr. Miller's rights. In addition, pursuant to the Voting Rights
Agreement, Messrs. Gross, Ehrlich and Harats will vote and act so that
each of Messrs. Miller, Ehrlich and Harats maintains his seat on the
Board of Directors of the Company for at least five (5) years.
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby amended and restated in its entirety as
follows:
Mr. Ehrlich beneficially owns 1,138,979 shares of Common Stock, or 7.8%
of the Common Stock outstanding. Mr. Ehrlich holds sole voting and
<PAGE>
Page 4 of 12 Pages
dispositive power over the shares beneficially owned by him. Other than the
exercise of an option to purchase 80,000 shares of the Company's Common Stock on
August 20, 1996, Mr. Ehrlich has not effected any other transaction in the
Common Stock in the past sixty (60) days. To the best of Mr. Ehrlich's
knowledge, no other person has the right to receive or the power to direct the
receipt of dividends from, or proceeds of the sale of, the shares of Common
Stock held by him.
Mr. Menachem Korall beneficially owns 580,632 shares of Common Stock,
or 4.0% of the Common Stock outstanding. Mr. Korall holds sole voting and
dispositive power over the shares beneficially owned by him. Mr. Korall has
not effected any transaction in the Common Stock in the past sixty (60) days.
To the best of Mr. Korall's knowledge, no other person has the right to
receive or the power to direct the receipt of dividends from, or proceeds of
the sale of, the shares of Common Stock held by him.
Mr. Yehuda Harats beneficially owns 1,536,207 shares of Common Stock,
or 10.7% of the Common Stock outstanding. Mr. Harats holds sole voting and
dispositive power over the shares beneficially owned by him. Other than the
exercise of an option to purchase 170,000 shares of the Company's Common Stock
on August 20, 1996, Mr. Harats has not effected any transaction in the Common
Stock in the past sixty (60) days. To the best of Mr. Harats's knowledge, no
other person has the right to receive or the power to direct the receipt of
dividends from, or proceeds of the sale of, the shares of Common Stock held by
him.
Mr. Gross beneficially owns 3,075,362 shares of Common Stock, or 21.57%
of the Common Stock outstanding. Mr. Gross has the sole power to vote all Shares
beneficially owned by him. Other than the purchase of 1,538,462 shares of Common
Stock from the Company in a private placement on October 2, 1996, the purchase
of 66,300 shares of the Company's Common stock in an open market transaction
at $6 1/8 per share on October 3, 1996, and a gift made by Mr. Gross on
September 11, 1996 of 100 shares, Mr. Gross has not effected any transaction in
the Common Stock since September 11, 1996, the date on which Amendment No. 2 to
Mr. Gross' Schedule 13D was filed. Mr. Gross has sole power to dispose of
all Shares beneficially owned by him, except for rights as to disposition for
a total of 1,368,800 Shares granted to certain brokerage firms under various
margin account agreements. To the best of Mr. Gross' knowledge, no other person
has the right to receive or the power to direct the receipt of dividends from,
or proceeds of the sale of, the shares of Common Stock held by him.
Messrs. Ehrlich, Harats and Gross are parties to a Voting Rights
Agreement relating to the Common Stock and described in Item 6 below.
Messrs. Ehrlich, Korall and Harats are parties to a Stockholders Voting
Agreement relating to the Common Stock and described in Item 6 below.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of Schedule 13D is hereby amended and restated as follows:
<PAGE>
Page 5 of 12 Pages
Mr. Ehrlich is party to an employment agreement (the "Employment
Agreement") with the Issuer. Pursuant to the Employment Agreement, Mr.
Ehrlich was granted demand and "piggyback" registration rights covering shares
of the Issuer's Common Stock held by him.
In January 1993, Mr. Ehrlich exercised an option to purchase 423,116
shares of the Company's Common Stock at an exercise price of $0.35 per share. In
payment for the option exercise, Mr. Ehrlich issued a nonrecourse promissory
note (the "1993 Promissory Note") secured by the shares of Common Stock
purchased, bearing interest at one point over the applicable United States
federal funds rate. In December 1994, the 1993 Promissory Note was amended to
change the interest rate to the higher of a United States dollar rate of 7% or
the percentage increase in the Israeli CPI between the date of the 1993
Promissory Note and the date interest is calculated, based on the original
principal amount of the loan expressed in NIS. Interest is payable at maturity.
The 1993 Promissory Note matures on January 3, 1998.
On August 20, 1996, Mr. Ehrlich exercised an option to purchase 80,000
shares of the Company's Common Stock at an exercise price of $5 3/4 per share
pursuant to an option issued to Mr. Ehrlich under the Company's 1993 Stock
Option and Restricted Stock Purchase Plan. In payment for the option exercise,
and the resulting tax liability to Mr. Ehrlich, Mr. Ehrlich issued a
non-recourse promissory note (the "1996 Promissory Note") in the aggregate
principal amount of $484,150 to the Company secured by the shares of Common
Stock purchased, bearing interest at the higher of a United States dollar rate
of 6.2% or the percentage increase in the Israeli CPI between the date of the
1996 Promissory Note and the date interest is calculated, based on the original
principal amount of the loan expressed in New Israeli Shekels. The 1996
Promissory Note matures on August 20, 2001.
As of September 30, 1996, the aggregate amount outstanding under the
1993 Promissory Note and the 1996 Promissory Note was $677,140 (including an
aggregate of $46,390 in accrued interest receivable).
Mr. Ehrlich, Mr. Harats and Menachem Korall are parties to a
Stockholder's Voting Agreement, dated as of February 23, 1994 ("Voting
Agreement"), pursuant to which each of the parties agrees to vote its shares of
the Common Stock held by that person in favor of the election of Mr. Ehrlich and
Mr. Harats (or their designees) as directors of the Issuer (the "Employee
Directors"). The rights of the Employee Directors under the Voting Agreement to
be elected shall terminate when such Employee Director no longer owns
beneficially, either directly or indirectly, at least 5% of the shares of the
Common Stock of the Issuer. Also, each Employee Director's obligations under the
Voting Agreement shall terminate with respect to the other parties thereto when
such other Employee Director does not vote to elect the other Employee Director
as director of the Issuer. If not already terminated, the Voting Agreement
terminates on the tenth anniversary of the date of the Voting Agreement.
<PAGE>
Page 6 of 12 Pages
The foregoing description of the Voting Agreement is qualified in its
entirety by reference to the full text of the Voting Agreement, a copy of which
was included as an exhibit to the Schedule 13D.
The Company and Messrs. Ehrlich, Harats and Gross are parties to a
Voting Rights Agreement, dated as of September 30, 1996. Pursuant to the Voting
Rights Agreement, Lawrence M. Miller will be entitled to be nominated to serve
on the Company's Board of Directors, so long as Mr. Gross, his heirs or assigns
retains at least 1,375,000 shares of Common Stock. As a result, the Company's
Board of Directors will be increased to a total of six members. In the event Mr.
Miller shall cease to serve as a member of the Board of Directors, Mr. Gross
(the "Alternate Director") shall be nominated for election and succeed to Mr.
Miller's rights. In addition, under the Voting Rights Agreement, a "group"
within the meaning of Section 13(d)(3) of the Exchange Act was formed. Messrs.
Ehrlich, Harats and Gross agreed to vote and take all necessary action so that
Messrs. Ehrlich, Harats and Miller shall serve as members of the Board of
Directors for a period of five (5) years covering the five (5) Meetings of
Stockholders following the offering. Mr. Gross further agreed to vote, at the
Company's next Annual Meeting of Stockholders, and take any further necessary
action, in favor of an increase in shares authorized to be issued upon exercise
of options under the Company's 1993 Stock Option and Restricted Stock Purchase
Plan.
The foregoing description of the Voting Rights Agreement is qualified
in its entirety by reference to the full text of the Voting Rights Agreement, a
copy of which is included as an exhibit hereto and is incorporated by reference
herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Voting Rights Agreement.
<PAGE>
Page 7 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 11, 1996
- ------------------------------------------
Date
/S/ R.S. Ehrlich
- ------------------------------------------
Signature
Robert S. Ehrlich, Chairman
- ------------------------------------------
Name/Title
<PAGE>
Page 8 of 12 Pages
EXHIBIT INDEX
Exhibit
Number Description Page No.
1 Voting Rights 9
Agreement dated as of
September 30, 1996 by
and among Robert
Ehrlich, Yehuda Harats
and Leon S. Gross
<PAGE>
Page 9 of 12 Pages
VOTING RIGHTS AGREEMENT
VOTING RIGHTS AGREEMENT (the "Agreement"), made as of September 30,
1996 by and among Electric Fuel Corporation, a Delaware corporation (the
"Company"), Leon S. Gross, Robert S. Ehrlich and Yehuda Harats, (each a
"Stockholder" and collectively the "Stockholders"), each a holder of shares of
common stock of the Company, $.01 par value per share (the "Common Stock").
WHEREAS, the Stockholders together hold, directly or indirectly, more
than 25% of the voting stock of the Company; and
WHEREAS, pursuant to the stock purchase agreement dated September 30,
1996 between the Company and Leon S. Gross (the "Stock Purchase Agreement"), the
Company is selling 1,538,462 shares of its Common Stock to Leon S. Gross in a
private placement; and
WHEREAS, in connection with the Stock Purchase Agreement, the Company
and the Stockholders agree to enter into this Agreement. Capitalized terms used
in this Agreement and not defined shall have the meanings assigned to them in
the Stock Purchase Agreement.
NOW THEREFORE, in consideration of the premises and agreements set
forth herein, the Stockholders agree with each other as follows:
1. Election of Directors. The Company shall use its best efforts to
cause Lawrence M. Miller to be designated as Leon S. Gross' nominee for election
to the Board of Directors of the Company (the "Board"); (i) immediately upon
satisfaction of all applicable governmental and corporate requirements, which
the parties shall use all reasonable efforts to accomplish as expeditiously as
possible, after the Closing; (ii) after each of Leon S. Gross and Lawrence M.
Miller has executed a confidentiality agreement in the form attached hereto as
Exhibit A; and (iii) for so long as Leon S. Gross or his heirs hold in excess of
1,375,000 shares of Common Stock. In the event Lawrence M. Miller shall cease to
serve as a member of the Board of Directors for any reason, Leon S. Gross (the
"Alternate Director") shall be nominated for election and be a successor to the
rights of Mr. Miller in accordance with the terms of this Section 1. Subject to
the terms and conditions hereof, until the later of (i) the fifth anniversary of
the Closing or (ii) the fifth Meeting of Stockholders following the Closing,
each Stockholder agrees to vote all shares of Common Stock or other voting
securities of the Company over which such Stockholder has voting control,
whether directly or indirectly, and to take all other necessary or desirable
actions within his control (whether as a stockholder, director or officer of the
Company or otherwise, including without limitation attendance at meetings in
person or by proxy for purposes of obtaining a quorum and execution of written
consents in lieu of meetings), so that each of Lawrence M. Miller (or, if
applicable, the Alternate Director), Robert S. Ehrlich and Yehuda Harats
(collectively, the "Directors") shall serve as members of the Board. In
addition, for so long as Lawrence M. Miller serves as a Director, the Alternate
Director shall be entitled to notice of, and shall be entitled to attend, each
meeting of the Board of Directors of the Company.
2. Equity Incentive Plan. At the next Meeting of Stockholders, subject
to the terms and conditions hereof, Leon S. Gross agrees to vote all shares of
Common Stock or other voting securities of the Company over which he has voting
control, whether directly or indirectly, and to take all other necessary or
desirable actions within his control (whether as a stockholder, director or
officer of the Company or otherwise, including without limitation attendance at
meetings in person or by proxy for purposes of obtaining a quorum and execution
of written consents in lieu of meetings), for the proposal contained in the
proxy statement relating to such Meeting to
<PAGE>
Page 10 of 12 Pages
increase the number of shares authorized to be issued upon the exercise of
options under the Company's 1993 Stock Option and Restricted Stock Purchase
Plan, as approved by the Board.
3. Termination. In addition to the ability to exercise the remedies
provided for in Section 5 hereof, each Director's obligations under this
Agreement shall terminate with respect to each other Director if such other
Director does not nominate any of the Directors or does not vote his Common
Stock for any of the Directors, whether or not such other Director's failure to
vote to elect such Director as director of the Company was in violation of this
Agreement.
4. Assignment. Except as otherwise expressly provided herein, the
rights and obligations set forth in this Agreement may only be assigned with the
express written consent of the Company and Stockholder or Stockholders not
transferring rights and obligations under this Agreement and in accordance with
the provisions of this Section 4.
5. Filings. Each of the Stockholders agrees to promptly file
with the Securities and Exchange Commission all requisite filings required under
the Securities Exchange Act of 1934, as amended, with respect to their ownership
of shares of Common Stock and the provisions of this Agreement.
6. Remedies. The parties will be entitled to enforce his or its rights
under this Agreement specifically, to recover damages by reason of any breach of
any provision of this Agreement, and to exercise all other rights existing in
his or its favor. The parties agree and acknowledge that money damages will not
be an adequate remedy for any breach of the provisions of this Agreement and
that any party may in his or its sole discretion apply to any court of law or
equity of competent jurisdiction in order to enforce or prevent any violations
of the provisions of this Agreement.
7. Entire Agreement. This Agreement constitutes the entire agreement
of the parties hereto with respect to the matters contemplated herein, and
supersedes any and all prior understandings as to the subject matter of this
Agreement.
8. General. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement. In this Agreement the singular includes the plural, the plural,
the singular, the masculine gender includes the neuter, masculine and feminine
genders. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to any conflicts or choice of
law principles which would cause the application of the internal laws of any
jurisdiction other than the State of Delaware.
9. Severability. If any provisions of this Agreement shall be found by
any court of competent jurisdiction to be invalid or unenforceable, the parties
hereby waive such provision to the extent that it is found to be invalid or
unenforceable. Such provision shall, to the maximum extent allowable by law, be
modified by such court so that it becomes enforceable, and, as modified, shall
be enforced as any other provision hereof, all the other provisions hereof
continuing in full force and effect.
10. Counterparts. This Agreement may be executed in counterparts,
all of which together shall constitute one and the same instrument.
11. Legend. Each certificate representing Common Stock of the
Stockholders shall hereafter state therein:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
<PAGE>
Page 11 of 12 Pages
PROVISIONS OF A STOCKHOLDERS' VOTING AGREEMENT DATED AS OF
SEPTEMBER 30, 1996 AMONG THE STOCKHOLDERS NAMED THEREIN."
[The rest of this page has been intentionally left blank]
<PAGE>
Page 12 of 12 Pages
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
ELECTRIC FUEL CORPORATION
By:_______________________
--------------------------
Leon S. Gross
--------------------------
Robert S. Ehrlich
--------------------------
Yehuda Harats
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Electric Fuel Corporation
----------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
----------------------------------------------------------------
(Title of Class of Securities)
284871-10-0
(CUSIP Number)
Robert S. Ehrlich
c/o Electric Fuel Corporation
885 Third Avenue
Suite 2900
New York, New York 10022
(212) 230-2172
-------------------------------------------------------------------------------
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 2, 1994
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box | |.
Check the following box if a fee is being paid with the statement |X|.(A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subs quent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit Index appears on Page 7.
1 of 12 Pages
<PAGE>
13D
CUSIP No. 284871-10-0 Page 2 of 12 Pages
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Robert S. Ehrlich
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) | |
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION | |
United States
7. SOLE VOTING POWER
NUMBER OF
SHARES 855,358
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 9. SOLE DISPOSITIVE POWER
855,358
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,358
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.02%
14. TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2 of 12 Pages
<PAGE>
This Statement relates to the beneficial ownership by Robert S. Ehrlich
("Mr. Ehrlich") of 855,358 shares of the common stock of Electric Fuel
Corporation.
Item 1. Security and Issuer.
This Statement relates to the common stock, $.01 par value (the "Common
Stock") of Electric Fuel Corporation, a Delaware corporation (the "Issuer")
having its principal executive offices at 885 Third Avenue, Suite 2900, New
York, New York 10022.
Item 2. Identity and Background.
Mr. Ehrlich is Chairman of the Board and Chief Financial Officer of the
Issuer. From May 1991 until January 1993, Mr. Ehrlich was Vice Chairman of the
Board. Since May 1990 until March 2, 1994, Mr. Ehrlich has also been President,
Chief Executive Officer and a director of Advanced Materials Technology, Inc.
("Amtec"), a principal stockholder of the Issuer, which was merged with and into
the Issuer. Mr. Ehrlich is presently a director of Fresenius USA, Inc., a
Massachusetts corporation (formerly Delmed, Inc.), a manufacturer and
distributor of renal care systems, solutions and supplies and of PSC Inc., a New
York corporation which manufactures and markets hand-held laser diode bar code
scanners.
Mr. Ehrlich's business address is 885 Third Avenue, Suite 2900, New
York, New York 10022. During the past five years, Mr. Ehrlich has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, Mr. Ehrlich has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining Mr. Ehrlich from
future violations of, or prohibiting or mandating activities by Mr. Ehrlich
subject to, federal or state securities laws or finding any violation by Mr.
Ehrlich with respect to such laws.
Mr. Ehrlich is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The acquisition to which this Statement relates resulted from the
merger of Amtec with and into the Issuer, with Issuer being the surviving
corporation. (See Item 4 below).
Item 4. Purpose of the Transaction.
Immediately prior to the closing of the purchase and sale of the shares
of Common Stock on March 3, 1994, the ownership structure of the Issuer was
reorganized (the "Reorganization"). The Reorganization was accomplished by a
merger pursuant to which Amtec, a stockholder of the Issuer, was merged with and
into the Issuer, with the Issuer being the surviving Corporation and with
holders of Amtec's common and preferred stock receiving
3 of 12 Pages
<PAGE>
shares of the Issuer's Common Stock in exchange for the Amtec equity held by
them. Substantially all of Amtec's assets consisted of the Common Stock of the
Issuer.
Prior to the Reorganization, Mr. Ehrlich owned 423,120 shares of the
Common Stock of the Issuer, which shares were acquired upon the exercise of a
previously granted option. Mr. Ehrlich acquired 755,269 shares of Common Stock
in the Reorganization subject to, in certain circumstances, post-closing
adjustments, and has outstanding options to purchase 37,478 shares of Common
Stock.
Item 5. Interest in Securities of the Issuer.
Mr. Ehrlich beneficially owns 855,358 shares of Common Stock, or 10.02%
of the Common Stock outstanding. Mr. Ehrlich holds sole voting and dispositive
power over the shares beneficially owned by him. Mr. Ehrlich has not effected
any other transaction in the Common Stock in the past sixty (60) days. To the
best of Mr. Ehrlich's knowledge, no other person has the right to receive or the
power to direct the receipt of dividends from, or proceeds of the sale of, the
shares of Common Stock held by him.
Mr. Jonathan Whartman beneficially owns 249,466 shares of Common Stock,
or 3.83% of the Common Stock outstanding. Mr. Whartman holds sole voting and
dispositive power over the shares beneficially owned by him. Mr. Whartman has
not effected any other transaction in the Common Stock in the past sixty (60)
days. To the best of Mr. Whartman's knowledge, no other person has the right to
receive or the power to direct the receipt of dividends from, or proceeds of the
sale of, the shares of Common Stock held by him.
Mr. Menachem Korall beneficially owns 454,283 shares of Common Stock,
or 5.34% of the Common Stock outstanding. Mr. Korall holds sole voting and
dispositive power over the shares beneficially owned by him. Mr. Korall has not
effected any other transaction in the Common Stock in the past sixty (60) days.
To the best of Mr. Korall's knowledge, no other person has the right to receive
or the power to direct the receipt of dividends from, or proceeds of the sale
of, the shares of Common Stock held by him.
Mr. Yehuda Harats beneficially owns 1,205,921 shares of Common Stock,
or 14.18% of the Common Stock outstanding. Mr. Harats holds sole voting and
dispositive power over the shares beneficially owned by him. Mr. Harats has not
effected any other transaction in the Common Stock in the past sixty (60) days.
To the best of Mr. Harats's knowledge, no other person has the right to receive
or the power to direct the receipt of dividends from, or proceeds of the sale
of, the shares of Common Stock held by him.
Messrs. Ehrlich, Whartman, Korall and Harats are parties to a
Stockholders Voting Agreement relating to the Common Stock (see Item 6 below).
4 of 12 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Mr. Ehrlich is party to an employment agreement (the "Employment
Agreement") with the Issuer. Pursuant to the Employment Agreement, Mr. Ehrlich
was granted demand and "piggyback" registration rights covering shares of the
Issuer's Common Stock held by him.
Also, Mr. Ehrlich has agreed not to offer or sell any Common Stock held
by him until the expiration of 180 days following February 23, 1994 without the
prior written consent of C.J. Lawrence/Deutsche Bank Securities Corporation.
Mr. Ehrlich and Yehuda Harats, Menachem Korall and Jonathan Whartman
also executed a Stockholder's Voting Agreement, dated as of February 23, 1994
("Voting Agreement"), pursuant to which each of the parties agrees to vote its
shares of the Common Stock held by that person in favor of the election of Mr.
Ehrlich and Mr. Yehuda Harats (or their designees) as directors of the Issuer
(the "Employee Directors"). The rights of the Employee Directors under the
Voting Agreement to be elected shall terminate when such Employee Director no
longer owns beneficially, either directly or indirectly, at least 5% of the
shares of the Common Stock of the Issuer. Also, each Employee Director's
obligations under the Voting Agreement shall terminate with respect to the other
parties thereto when such other Employee Director does not vote to elect the
other Employee Director as director of the Issuer. If not already terminated,
the Voting Agreement terminates on the tenth anniversary of the date of the
Voting Agreement.
The foregoing description of the Voting Agreement is qualified in its
entirety by reference to the full text of the Voting Agreement, a copy of which
is included as an exhibit hereto and is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Voting Agreement.
5 of 12 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 14, 1994
- --------------------------------------
Date
/S/ R.S. Ehrlich
- --------------------------------------
Signature
Robert S. Ehrlich, Chairman
- --------------------------------------
Name/Title
6 of 12 Pages
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page No.
1 Stockholders Voting 8
Agreement dated as of
February 23, 1994 by and
among Robert Ehrlich,
Yehuda Harats, Menachem
Korall and Jonathan
Whartman
7 of 12 Pages
<PAGE>
Exhibit 1
STOCKHOLDER'S VOTING AGREEMENT
STOCKHOLDER'S VOTING AGREEMENT (the "Agreement"), made as of the day of
February, 1994 by and among Robert S. Ehrlich, Yehuda Harats, Menachem Korall
and Jonathan Whartman (each a "Stockholder" and collectively the
"Stockholders"), each a holder of shares of common stock of Electric Fuel
Corporation, a Delaware corporation (the "Company").
WHEREAS, the Stockholders together hold, directly or indirectly, more
than 33.37 % of the voting stock of the Company; and
WHEREAS, the Company is contemplating a public offering of its stock;
and
WHEREAS, The Company has provided for staggered elections to its board
of directors by classifying, as to commencement and term, its directors into
three classes, and has determined that its directors as of the date hereof shall
be so classified.
NOW THEREFORE, in consideration of the premises and agreements set
forth herein, the Stockholders agree with each other as follows:
1. Election of Directors. Subject to the terms and conditions hereof,
each Stockholder agrees to vote all shares of common stock or other voting
securities of the Company over which such Stockholder has voting control,
whether directly or indirectly, and to take all other necessary or desirable
actions within his control (whether as a stockholder, director or officer of the
Company or otherwise, including without limitation attendance at meetings in
person or by proxy for purposes of obtaining a quorum and execution of written
consents in lieu of meetings), so that each of Robert S. Ehrlich and Yehuda
Harats (collectively, the "Employees Directors") shall be elected as directors
of the Company, and shall continue from time to time to be so elected at the
expiration of each of their terms as director.
2. Termination. Each Employee Director's rights under this agreement
shall terminate when such Employee Director shall no longer own beneficially,
directly or indirectly, at least 5% of the shares of common stock of the
Company, or such other shares of stock of the Company that entitle their holder
to elect directors voting generally, in a single class with common stock
(collectively, "Voting Securities"). Each Employee Director's obligations under
this Agreement shall terminate with respect to the other Stockholders when such
other Employee Director does not vote his Voting Securities to elect the other
Employee Director as director of the Company, whether or not such other Employee
Director's failure to vote to elect such Employee Director as director of the
Company was in violation of this Agreement.
8 of 12 Pages
<PAGE>
To the extent that the rights and obligations hereunder shall not have already
terminated, this Agreement shall terminate on the tenth anniversary of the date
of this Agreement.
3. Assignment and Designation. The rights and obligations set forth in
this Agreement may only be assigned with the express written consent of the
Stockholder or Stockholders not transferring rights and obligations under this
Agreement and in accordance with the provisions of this Section 3. An assigning
Stockholder may designate a purchaser of his stock as assignee to all his rights
and obligations under this Agreement, provided that in order to transfer the
rights under this Agreement the purchaser must purchase Voting Securities
representing at least 5% of the Voting Securities of the Company, and provided
further that the assigning Stockholder retains no rights under this Agreement,
but continues to be bound by the obligations hereunder towards each other
Stockholder for so long as such other Stockholder shall vote all of his Voting
Securities to elect the assignee as a director of the Company. Each Employee
Director may designate another person to be elected as a director of the Company
in his stead, and each Stockholder hereby promises to vote his Voting Securities
to elect such other person designated by the designating Employee Director. In
no event contemplated by this Section 3 shall more than one person have the
right under this Agreement to be elected by the other Stockholders as a director
of the Company in respect to the shares beneficially owned by each Employee
Director as of the date hereof, regardless whether such shares are maintained by
such Employee Director or assigned to one or more assignees, and whether the
Employee Director is personally being elected or has designated another to be
elected.
4. Remedies. Each Stockholder will be entitled to enforce his rights
under this Agreement specifically, to recover damages by reason of any breach of
any provision of this Agreement, and to exercise all other rights existing in
its favor. The Stockholders agree and acknowledge that money damages will not be
an adequate remedy for any breach of the provisions of this Agreement and that
any Stockholder may in his sole discretion apply to any court of law or equity
of competent jurisdiction in order to enforce or prevent any violations of the
provisions of this Agreement. Each assignee of each Stockholder, in accordance
with Section 3, is hereby expressly made a third party beneficiary of this
Agreement, and will be entitled to enforce this Agreement as though an original
party hereto.
5. Entire Agreement. This Agreement constitutes the entire agreement
of the parties hereto with respect to the matters contemplated herein, and
supersedes any and all prior understandings as to the subject matter of this
Agreement.
6. General. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement. In this Agreement the singular includes the plural, the plural,
the singular, the masculine gender includes the neuter, masculine and feminine
genders. This Agreement shall be deemed a contract made under the laws of
Delaware and, together with the rights and obligations of the parties hereunder,
shall be governed and construed in accordance with the domestic
9 of 12 Pages
<PAGE>
substantive law of such state without regard to any choice or conflict of law,
rule or provision that would result in application of the domestic substantive
law of any other jurisdiction.
7. Severability. If any provisions of this Agreement shall be found by
any court of competent jurisdiction to be invalid or unenforceable, the parties
hereby waive such provision to the extent that it is found to be invalid or
unenforceable. Such provision shall, to the maximum extent allowable by law, be
modified by such court so that it becomes enforceable, and, as modified, shall
be enforced as any other provision hereof, all the other provisions hereof
continuing in full force and effect.
8. Counterparts. This Agreement may be executed in counterparts, all
of which together shall constitute one and the same instrument.
9. Legend. Each certificate representing Voting Securities of the
Stockholders shall hereafter state therein:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS' VOTING
AGREEMENT DATED AS OF FEBRUARY , 1994 AMONG THE
STOCKHOLDERS NAMED THEREIN.
10 of 12 Pages
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
---------------------
Robert S. Ehrlich
---------------------
Yehuda Harats
---------------------
Menachem Korall
---------------------
Jonathan Whartman
11 of 12 Pages
Ropes & Gray
One International Place
Boston, Masssachusetts 02110-2624
(617) 951-7000
FAX: (617) 951-7050
Writer's Direct Dial Number: (617) 951-7265
October 11, 1996
BY EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amendment to Statement on Schedule 13D for Robert S. Ehrlich
Relating to the Common Stock of Electric Fuel Corporation
Ladies and Gentlemen:
We enclose for filing pursuant to Rule 13d-2(a) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), an Amendment to Schedule
13D, including the exhibits thereto (Amendment"). Because the original Statement
on Schedule 13D, relating to the acquisition by Robert S. Ehrlich of shares of
the common stock, par value $.01 per share, of Electric Fuel Corporation, a
Delaware corporation (the "Company"), and filed on March 14, 1994 (the
"Statement") was not electronically filed, a copy of the Statement (without
exhibits) is included as well.
A copy of this letter, together with a manually executed copy of the
Amendment (including the exhibits thereto), is being delivered today by
registered mail to each of the Company at its principal executive offices and to
The National Association of Securities Dealers, Inc.
<PAGE>
Securities and Exchange -2- October 11, 1996
Commission
If you have any questions regarding this matter, please call the
undersigned at 617/951-7265 or Jane D. Goldstein of this office at
617/951-7431.
Sincerely,
/s/ Joan Meissner Guckert
Joan Meissner Guckert
Enclosures
cc: w/enclosures to:
Electric Fuel Corporation
Robert S. Ehrlich
The National Association of
Securities Dealers, Inc.
Jane D. Goldstein, Esq.
