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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: DECEMBER 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________
COMMISSION FILE NUMBER 0-23336
ELECTRIC FUEL CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 95-4302784
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
885 THIRD AVENUE, SUITE 2900, NEW YORK, NEW YORK 10022-4834
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (212) 230-2172
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.01
PAR VALUE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes[X] No[_].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S) 229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [_]
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant as of March 16, 1998 was approximately $20,296,091
(based on the last sale price of such stock as reported by The Nasdaq National
Market).
As of March 16, 1998, 14,229,003 shares of registrant's Common Stock, $.01 par
value per share (the "Common Stock"), were issued and outstanding.
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Item 12 of the Annual Report on Form 10-K is hereby amended and restated as
follows:
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the security ownership
of those persons owning of record or known to the Company to be beneficial
owners of more than five percent of the Company's Common Stock as of March 16,
1998, each of the Company's Named Executive Officers and directors, and the
shares of Common Stock held by all directors and executive officers of the
Company as a group.
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SHARES PERCENTAGE OF
BENEFICIALLY OWNED/(1)(2)/ TOTAL SHARES
OUTSTANDING/ (2)/
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Five Percent Holders
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Newton D. Becker 1,746,904/(3)/ 12.3%
2743 Aqua Verde Circle
Los Angeles, California
Named Executive Officers & Directors
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Leon S. Gross 3,510,004/(4)(13)/ 24.7%
Robert S. Ehrlich 1,099,979/(5)(9)(13)/ 7.6%
Yehuda Harats 1,536,207/(6)(9)(13)/ 10.7%
Joshua Degani 17,150/(7)/ *
Menachem Korall 495,632/(8)(9)/ 3.5%
Dr. Jay M. Eastman 11,667/(10)/ *
Jack E. Rosenfeld 11,667/(10)/ *
Harvey M. Krueger 14,667/(11)/ *
Lawrence Miller 13,914/(12)/ *
All Directors and Executive Officers
of the Company as a group 6,727,721/(4)(5)(6)(7)(8)(10)(11)(12)/ 45.40%
(10 persons)
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* Less than one percent
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(1) Unless otherwise indicated in these footnotes, each of the persons or
entities named in the table has sole voting and sole investment power with
respect to all shares shown as beneficially owned by that person, subject
to applicable community property laws.
(2) For purposes of determining beneficial ownership of the Company's Common
Stock, owners of options exercisable within sixty days are considered to be
the beneficial owners of the shares of Common Stock for which such
securities are exercisable. The percentage ownership of the outstanding
Common Stock reported herein is based on the assumption (expressly required
by the applicable rules of the Securities and Exchange Commission) that
only the person whose ownership is being reported has converted his options
into shares of Common Stock.
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(3) All shares are held in the name of the Becker Family Trust of which Mr.
Becker is the trustee and sole beneficiary during his lifetime. Excludes
633,350 shares held by the Newton Becker Irrevocable Trust No. 1, as to
which Mr. Becker disclaims beneficial ownership. Shares held by the
Irrevocable Trust are held for the benefit of members of Mr. Becker's
family. David E. Becker and Bryan Gordon, Mr. Becker's son and stepson,
respectively, are co-trustees of the Irrevocable Trust.
(4) Based upon a Form 4 dated February 9, 1998. Includes 5,000 shares of Common
Stock issuable upon exercise of options exercisable within 60 days, and
160,000 shares held by Leon Gross and Lawrence Miller as Co-Trustees of the
Rose Gross Charitable Foundation.
(5) Includes 277,478 shares of Common Stock issuable upon exercise of options
exercisable, or potentially exercisable, within 60 days.
(6) Includes 150,000 shares of Common Stock issuable upon exercise of options
exercisable, or potentially exercisable, within 60 days.
(7) Includes 17,150 shares of Common Stock issuable upon exercise of options
exercisable within 60 days
(8) Includes 90,000 shares of Common Stock issuable upon exercise of options
exercisable, or potentially exercisable, within 60 days.
(9) Messrs. Ehrlich, Harats and Korall are parties to a Stockholders Voting
Agreement pursuant to which each of the parties agrees to vote the shares
of the Company's Common Stock held by that person in favor of the election
of Messrs. Ehrlich and Harats (or their designees) as directors of the
Company.
(10) Includes 11,667 shares of Common Stock issuable upon exercise of options
exercisable within 60 days.
(11) Includes 11,667 shares of Common Stock issuable upon exercise of options
exercisable within 60 days.
(12) Includes 5,000 shares of Common Stock issuable upon exercise of options
exercisable within 60 days.
(13) Messrs. Gross, Ehrlich and Harats are parties to a Voting Rights Agreement
pursuant to which each of the parties agrees to vote the shares of the
Company's Common Stock held by that person in favor of the election of
Messrs. Ehrlich, Harats and Miller for five years following October 1996.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, the State of New York, on this 7/th/ day of April, 1998
ELECTRIC FUEL CORPORATION
By: /s/ Robert S. Ehrlich
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Name: Robert S. Ehrlich
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