FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 12a-16 or 15d-16 of
the Securities Exchange Act of 1934
November 13, 1998
Commission File No. 0-26498
NUR MACROPRINTERS LTD.
(Exact Name of Registrant as specified in its Charter)
Not Applicable
(Translation of Registrant's Name into English)
5 David Navon Street
Moshav Magshimim
56910, Israel
(Address and 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).
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Attached hereto and incorporated by reference herein is the Registrant's
Notice of Annual Meeting of Shareholders and Proxy Statement dated November 13,
1998 delivered to the Shareholders on such date with the Registrant's amended
Annual Report on Form 20-F/A for the year ended December 31, 1997, which amended
Annual Report was filed with the Securities and Exchange Commission on November
10, 1998.
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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.
NUR MACROPRINTERS LTD.
Date: November 13, 1998 By: /s/ Erez Shachar
---------------------------
Name: Erez Shachar
Title: Chief Executive Officer
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NUR MACROPRINTERS LTD.
5 David Navon Street
Moshav Magshimim 56910
Israel
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
December 8, 1998
To our Shareholders:
The Annual General Meeting of Shareholders of NUR Macroprinters Ltd. (the
"Company") will be held at the offices of Nur America, Inc., 33 Needham Street,
Newton, MA 02461, on December 8, 1998, at 10:00 a.m. local time, and thereafter
as it may be adjourned from time to time (the "Meeting"), for the following
purposes:
1. To report on the business of the Company for the year ended December
31, 1997, and receive and consider the Auditors' Report and the Company's
Consolidated Financial Statements for the year ended December 31, 1997;
2. To elect members to serve on the Board of Directors of the Company (the
"Board") until the next Annual General Meeting of Shareholders and until their
respective successors are duly elected and qualified;
3. To reappoint Kost Forer & Gabbay as the independent public accountants
of the Company for the fiscal year ending December 31, 1998, and until the next
Annual General Meeting of Shareholders, and empowering the Board to determine
the basis of their compensation in accordance with the volume and nature of
their services;
4. To approve the amendment to the Company's 1997 Stock Option Plan to
increase the number of Ordinary Shares of the Company, NIS 1.0 nominal value per
share ("Ordinary Shares"), authorized under such plan from 1,200,000 Ordinary
Shares to 1,700,000 Ordinary Shares;
5. To approve the adoption of the 1998 Non-Employee Director Share Option
Plan, which provides for the granting of options to non-employee directors to
purchase, in the aggregate, up to 250,000 Ordinary Shares;
6. To approve certain compensation paid and to be paid to a certain
officer and a member of the Board, including salary, bonus and options to the
President and Chief Executive Officer and options to a certain director; and
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7. To act upon any other matters that may properly come before the Meeting
or any adjournments thereof.
Pursuant to the Company's Articles of Association, the Board has fixed the
close of business on November 6, 1998 as the date for determining the holders of
record of Ordinary Shares entitled to notice of and to vote at the Meeting and
any adjournments thereof.
The Company expects to mail this proxy statement, the accompanying form of
proxy, and the Company's annual report on Form 20-F/A for the fiscal year ended
December 31, 1997, with the Company's Consolidated Financial Statement for the
year ended December 31, 1997 to shareholders on or about November 13, 1998.
You are cordially invited to attend the Meeting, as the Board believes
that the shareholders of the Company should be represented as fully as possible
at the Meeting. Whether or not you plan to be present, kindly complete and sign
the enclosed proxy exactly as your name appears on the envelope containing this
Notice of Annual General Meeting and mail it promptly so that your votes may be
recorded. If you attend the Meeting, you may revoke your proxy and vote your
shares in person. The Company's Proxy Statement is furnished herewith.
Joint holders of Ordinary Shares should take note that, pursuant to
Article 26.5 of the Articles of Association of the Company, the right to vote at
the Annual General Meeting shall be conferred exclusively upon the senior
amongst the joint owners attending the Annual General Meeting, in person or by
proxy, and for this purpose, seniority shall be determined by the order in which
the names stand in the Company's Register of Members.
By Order of the Board of Directors,
/s/ Dan Purjes
---------------------
Dan Purjes
Chairman of the Board
November 13, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU
MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. THE COMPANY'S ANNUAL
REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997, IS ENCLOSED FOR YOUR REVIEW
BUT DOES NOT FORM A PART OF THE PROXY SOLICITATION MATERIAL.
Mailing Address:
NUR Macroprinters Ltd.
P.O. Box 10053
Moshav Magshimim 56910
Israel
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NUR MACROPRINTERS LTD.
5 David Navon Street
Moshav Magshimim 56910
Israel
--------------------------------------
ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held on December 8, 1998
--------------------------------------
PROXY STATEMENT
This Proxy Statement is furnished to the holders of Ordinary Shares, NIS
1.0 nominal value (the "Ordinary Shares"), of NUR Macroprinters Ltd. (the
"Company") in connection with the solicitation by the Board of Directors of the
Company (the "Board") for use at the Annual General Meeting of Shareholders of
the Company to be held at the offices of Nur America, Inc., 33 Needham Street,
Newton, MA 02461, on December 8, 1998, at 10:00 a.m., local time, and thereafter
as it may be adjourned from time to time (the "Meeting").
At the Meeting, the shareholders of the Company will be asked, among other
things, (a) to consider the Auditor's Report and the Consolidated Financial
Statements of the Company for the fiscal year ended December 31, 1997; (b) to
elect members to the Board; (c) to vote upon a proposal to reappoint Kost Forer
& Gabbay as the independent public accountants of the Company for the current
fiscal year and until the next Annual General Meeting of Shareholders, and to
authorize the Board to fix their compensation; (d) to vote upon a proposal to
approve the amendment to the Company's 1997 Stock Option Plan (the "1997 Plan")
to increase the number of Ordinary Shares authorized under such plan from
1,200,000 Ordinary Shares to 1,700,000 Ordinary Shares; (e) to vote upon a
proposal to adopt the 1998 Non-Employee Director Share Option Plan, which
provides for the granting of options to non-employee directors to purchase, in
the aggregate, up to 250,000 Ordinary Shares; (f) to vote upon a proposal to
approve certain compensation paid and to be paid to a certain officer and a
member of the Board, including salary, bonus and options to the Chief Executive
Officer and options to a certain director; and (g) to act upon such other
matters as may properly come before the Meeting, all as more fully described
below.
A. GENERAL INFORMATION
Voting of Proxies. A form of proxy for use at the Meeting and a return
envelope for the proxy are enclosed. By appointing "proxies," shareholders may
vote their Ordinary Shares at the Meeting whether or not they attend. Upon the
receipt of a properly signed and dated proxy in the form enclosed, the persons
named as proxies therein will vote the Ordinary Shares represented thereby in
accordance with the instructions of the shareholder indicated thereon, or, if no
direction is indicated, in accordance with the recommendation of the Board.
Shares represented by executed and unrevoked proxies will be voted. On all other
matters considered at the Meeting, abstentions and broker non-votes will not be
treated as either a vote "for" or "against" the matter, although they will be
counted to determine if a quorum is present. The Company
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knows of no other matters to be submitted at the Meeting other than as specified
in the Notice of Annual General Meeting of Shareholders included with this Proxy
Statement. If any other business is properly brought before the Meeting,
however, it is the intention of the person(s) named as proxies to vote in
respect thereof in accordance with their best judgment.
Revocation of Proxies. The proxy solicited hereby may be revoked at any
time prior to its exercise by means of a written notice delivered to the Company
at 5 David Navon Street, Moshav Magshimin, Israel, or by mail to P.O. Box 10053,
Moshav Magshimin 56910, Israel, as shown on the Notice of Annual General Meeting
of Shareholders included with this Proxy Statement, by the substitution of a new
proxy bearing a later date, or by a request for the return of the proxy at the
Meeting.
Shareholders Entitled to Vote. Only holders of record of Ordinary Shares
at the close of business on November 6, 1998, are entitled to notice of and to
vote at the Meeting (the "Record Date"). As of the Record Date there were
10,880,000 Ordinary Shares outstanding. Each Ordinary Share is entitled to one
vote on each matter to be voted on at the Meeting.
Votes Required; Quorum; No Cumulative Voting. The proposals discussed in
this Proxy Statement are ordinary resolutions which require the affirmative vote
of a majority of the Ordinary Shares of the Company voted in person or by proxy
at the Meeting on the matter presented for passage. To conduct business at the
Meeting, two or more shareholders must be present, in person or by proxy,
representing more than 50% of the total Ordinary Shares outstanding as of the
Record Date, i.e., a quorum. The Articles of Association of the Company do not
provide for cumulative voting for the election of the directors or for any other
purpose. The votes of all shareholders voting on each matter will be counted,
including the votes of the officer and directors a portion of whose compensation
terms are proposed to be approved.
Mailing of Proxy Statement; Expenses; Solicitation. The Company expects to
mail this Proxy Statement and the enclosed form of proxy to shareholders on or
about November 13, 1998. All expenses of this solicitation will be borne by the
Company. In addition to the solicitation of proxies by mail, directors,
officers, and employees of the Company, without receiving additional
compensation therefor, may solicit proxies by telephone, telegraph, in person,
or by other means. Brokerage firms, nominees, fiduciaries, and other custodians
have been requested to forward proxy solicitation materials to the beneficial
owners of Ordinary Shares of the Company held of record by such persons, and the
Company will reimburse such brokerage, nominees, fiduciaries, and other
custodians for reasonable out-of-pocket expense incurred by them in connection
therewith.
B. MATTERS SUBMITTED TO SHAREHOLDERS
1. CONSIDERATION OF THE AUDITORS' REPORT AND
THE CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors recommends that the shareholders receive and
consider the Auditor's Report and the Consolidated Financial Statements of the
Company for the fiscal year ended December 31, 1997. At the Meeting, the Board
will propose that the following Ordinary Resolution be adopted:
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"RESOLVED, that the Auditor's Report and the Consolidated Financial
Statements of the Company for the fiscal year ended December 31, 1997, be, and
the same hereby are, and each hereby is, received and considered."
Upon the receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
The Board of Directors recommends a vote "for" approval of this proposed
resolution.
2. ELECTION OF DIRECTORS
At the Meeting, the shareholders will elect members to serve on the Board.
It is the intention of the persons named in the proxy to vote for the election
of the nominees named below, all of whom currently serve as directors of the
Company, each to hold office until the next Annual General Meeting of
Shareholders and until their respective successors are duly elected and
qualified, unless any office is vacated earlier under any relevant provisions of
the Articles of Association of the Company. The Company is unaware of any reason
why any of the nominees, if elected, should be unable to serve as a member of
the Board. If any of such nominees are unable to serve, the persons named in the
proxy will vote the share "for" the election of such other nominees as the Board
may propose. All nominees listed below have advised the Board that they intend
to serve as members of the Board if elected.
Nominees for the Board of Directors
The nominees for directors are:
Name Age Position with the Company
- ---- --- -------------------------
Dan Purjes(1) 48 Chairman of the Board of Directors
Erez Shachar 35 President, Chief Executive Officer and
Director
Yoram Ben-Porat 43 Director and President of Nur Media
Solutions S.A.
Robert L. Berenson(2) 58 Director
Roni Ferber(1)(2) 55 Director
Robert F. Hussey(1)(2) 49 Director
- ---------
(1) Member of the Company's Stock Option Committee.
(2) Member of the Company's Audit Committee.
Dan Purjes has served as the Chairman of the Board of the Company since
April 1997. Mr. Purjes is the Chairman and Chief Executive Officer of Josephthal
& Co. Inc. ("Josephthal"), an investment banking and brokerage firm which is a
member of the New York Stock Exchange. Prior to joining Josephthal in 1985, Mr.
Purjes was a Vice President with a number of securities firms, including Bear
Stearns & Co. and L.F. Rothschild Unterberg Towbin, in their corporate finance
and brokerage sales divisions. He began his Wall Street career at Morgan Stanley
& Co.
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in 1978 as a director of their computer systems department. Prior to that, Mr.
Purjes was a manager at Citibank and at Philip Morris International in their
computer systems areas. Mr. Purjes earned B.S. and M.S. degrees in computer
science from the City College of New York School of Engineering.
Erez Shachar has served as the Company's President and Chief Executive
Officer since July 1997 and as a Director of the Company since October 1997. Mr.
Shachar has also served as a Director of certain of the Company's subsidiaries,
including Nur Europe S.A., Nur America Inc. and Nur Media Solutions S.A. since
January 1998. Prior to joining the Company, from 1989 to 1997 Mr. Shachar has
served in various research and development, marketing, sales, and senior
management positions with Scitex Corporation. Mr. Shachar's last position in
Scitex was Vice President of Sales and Marketing of Scitex Europe, and prior
thereto Mr. Shachar held several positions in the marketing organization of
Scitex Europe. Prior to joining Scitex Europe, Mr. Shachar was a software
developer within the research and development group of Scitex. Mr. Shachar holds
a B.S. in mathematics and computer science from Tel Aviv University, and a
M.B.A. degree from INSEAD, France.
Yoram Ben-Porat has served as a Director of the Company since March 1991.
Since October 1993, Mr. Ben-Port has served as Director and President of Nur
Media Solutions S.A., a Company subsidiary. Since October 1993, Mr. Ben-Porat
has served as the Chief Executive Officer and Deputy Chairman of the Board of
Directors of Nur International. He was among the founders of the Company and
between January and September 1993, he served as the Chief Executive Officer of
the Company. From 1987 until December 1992, Mr. Ben-Porat served as Research and
Development and Business Development Manager of Nur Outdoor and Nur Focus. Prior
thereto, he was an independent consultant to metal finishing process companies
in the high technology industry. Mr. Ben-Porat holds a degree in economics and
marketing from the Tel Aviv College of Management and Administration.
Robert L. Berenson has served as a Director of the Company since July
1998. Mr. Berenson is President of Grey Advertising Inc., the second largest
advertising agency in the United States and sixth largest in the world. He
joined Grey in 1964 as an Assistant Account Executive, rose through the ranks to
become the youngest Executive Vice President in the company's history in 1977
and took his present position as President in 1989. Mr. Berenson is also a
Director of the Better Business Bureau of New York, the Advertising Educational
Foundation and the Federal Law Enforcement Foundation. He holds a B.S./B.A.
degree in journalism and marketing from Syracuse University and an M.S. degree
in journalism from the Medill School at Northwestern University.
Roni Ferber has served as a Director of the Company since July 1998. Since
1991, Mr. Ferber has served as a Financial and Economic Consultant. Mr. Ferber
also serves on the Board of Directors of Omnitech Eichut Ltd., International
Software Group Ltd., Zvi Zorfati Ltd. and Afikim Consulting and Investments Ltd.
From 1986 to 1992, Mr. Ferber served as a Director and member of the executive
committee and of the investment committee of Caesarea - Edmond Benjamin de
Rothschild Foundation. During that time he also served as a Director and member
of the executive committee of the Caesarea Development Corporation. From 1967 to
1991, Mr. Ferber served as a Director and co-founder of Nikuv Computers Ltd.,
the first Israeli software company to be listed on the Tel Aviv Stock Exchange.
From 1986 to 1991, Mr. Ferber served as
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CEO of Nikuv Computers Ltd. Mr. Ferber holds a B.A. in economics from Hebrew
University and a B.A. in Semitic languages from Tel Aviv University. Mr. Ferber
is fluent in Hebrew, Arabic, English, French, German and Italian.
Robert F. Hussey has served as a Director of the Company since the fourth
quarter of 1997. Prior to joining the Company, from June 1991 to April 1997, Mr.
Hussey served as the President and Chief Executive Officer of Metrovision of
North America. Prior thereto, from 1984 to 1991, Mr. Hussey served as the
President, Chief Executive Officer and Director of POP Radio Corp., a company
which he helped form. From 1979 to 1984, Mr. Hussey served as the Vice
President/Management Supervisor for Grey Advertising, Inc. From 1977 to 1979,
Mr. Hussey was the Director of Financial Advertising for E.F. Hutton. Prior
thereto, from 1973 to 1977, Mr. Hussey served as a Senior Financial Analyst and
Product Manager for American Home Products, Inc. Mr. Hussey holds a B.S. degree
in finance and a M.B.A. degree in international finance from Georgetown
University.
The Board of Directors recommends a vote "for" all the nominees to the
Board of Directors.
3. REAPPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board recommends that the shareholders reappoint the accounting firm
of Kost Forer & Gabbay as the independent public accountants of the Company for
the fiscal year ending December 31, 1998, and until the next Annual General
Meeting of Shareholders, and empower the Board to determine the basis of their
compensation. Kost Forer & Gabbay have no relationship to the Company or with
any affiliate of the Company, except as auditors. At the Meeting, the Board will
propose that the following Ordinary Resolution be adopted:
"RESOLVED, that the Company's independent public accountants, Kost Forer &
Gabbay, be, and they hereby are, reappointed as independent public accountants
of the Company for the fiscal year ending December 31, 1998, and until the next
Annual General Meeting, and that the Board of Directors be, and it hereby is,
authorized to fix the compensation of said independent public accountants in
accordance with the volume and nature of their services."
Representatives of Kost Forer & Gabbay have been invited to be present at
the Meeting, and will have an opportunity to make a statement, if so desired,
and to respond to appropriate questions.
Upon the receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
The Board of Directors recommends a vote "for" approval of this proposed
resolution.
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4. INCREASE IN THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE
COMPANY'S 1997 STOCK OPTION PLAN
The Board of Directors recommends that the shareholders approve an
increase in the number of Ordinary Shares authorized under the Company's 1997
Plan from 1,200,000 to 1,700,000 Ordinary Shares. The 1997 Plan provides for the
granting of service and non-employee options to officers, directors, employees
and consultants to the Company on the basis of past or future services. For a
description of the 1997 Plan and the Company's other proposed and adopted stock
option plans, see Section A.5, Adoption of the 1998 Non-Employee Director Share
Option Plan, and Section E. Compensation of Directors and Executive Officers
Existing Stock Option Plans, below.
The 1997 Plan, which was originally adopted in 1997, currently authorizes
the grant of options to purchase up to 1,200,000 Ordinary Shares in order to
attract and retain the growing number of employees and officers being hired in
connection with the Company's business.
On October 26, 1998, in light of the expansion of the Company's workforce
and business, the Board resolved, among other things, to increase the number of
Ordinary Shares available under the 1997 Plan from 1,200,000 to 1,700,000,
subject to the approval of the shareholders at the Meeting.
At the Meeting, the Board of Directors will propose that the following
Ordinary Resolution be adopted:
"RESOLVED, that the increase to 1,700,000 Ordinary Shares which may be
issued and sold pursuant to options granted under the 1997 Plan from time to
time be, and hereby is, adopted."
Upon the receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
The Board of Directors recommends a vote "for" this proposed resolution.
5. ADOPTION OF THE 1998 NON-EMPLOYEE DIRECTOR
SHARE OPTION PLAN
The Board will present at the Meeting for shareholder approval a
resolution, approved by the Audit Committee and the Board on October 25, 1998
and October 26, 1998, respectively, to adopt a Share Option Plan for
Non-Employee Directors that would provide for grants of options to purchase
Ordinary Shares to non-employee directors of the Company (the "1998 Plan"). The
form of 1998 Plan is attached hereto as Exhibit A. The 1998 Plan would be
administered by a committee appointed by the Board consisting of directors not
eligible for awards of options under the 1998 Plan (the "Committee"). An
aggregate amount of not more than 250,000 Ordinary Shares would be reserved for
grant under the 1998 Plan. The 1998 Plan will expire on December 8, 2008 (10
years after adoption), unless earlier terminated by the Board.
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Under the 1998 Plan, each non-employee director serving on the 1998 "Grant
Date," as defined below, would automatically receive an option to purchase
10,000 Ordinary Shares on such Grant Date and on each subsequent Grant Date
thereafter provided that he or she is a non-employee director on the Grant Date
and has served for the entire period since the last Grant Date. The "Grant Date"
means, with respect to 1998, October 26, 1998, and with respect to each
subsequent year, August 1. Directors first elected or appointed after the 1998
Grant Date, would automatically receive on such Director's first day as a
Director an option to purchase up to 10,000 Ordinary Shares prorated based on
the number of full months of service between the prior Grant Date and the next
Grant Date. Each such non-employee director would also automatically receive, as
of each subsequent Grant Date, an option to purchase 10,000 Ordinary Shares
provided he or she is a non-employee director on the Grant Date and has served
for the entire period since the last Grant Date.
The exercise price of the option shares under the 1998 Plan would be 100%
of the Fair Market Value (as defined below) of such Ordinary Shares at the time
of issuance of such options (the "Date of Grant"). The "Fair Market Value" would
mean, as of any date, the average closing bid and sale prices of the Ordinary
Shares for the date in question as furnished by the National Association of
Securities Dealers, Inc. through Nasdaq or any similar organization if Nasdaq is
no longer reporting such information, or such other market on which the Ordinary
Shares are then traded, or if not then traded, as determined in good faith
(using customary valuation methods) by resolution of the members of the Board of
Directors of the Company, based on the best information available to it. The
exercise price shall be paid in cash.
The term of each option granted under the 1998 Plan would be ten (10)
years from the applicable Date of Grant. All options granted would vest
immediately after issuance.
The options granted would be subject to restrictions on transfer, sale or
hypothecation. All options and Ordinary Shares issuable upon the exercise of
options granted to the non-employee directors of the Company could be withheld
until the payment of taxes due with respect to the grant and exercise (if any)
of such options.
Upon the approval of the 1998 Plan, the Company will issue to four elected
non-employee directors options under the 1998 Plan to purchase an aggregate of
40,000 Ordinary Shares at a Fair Market Value exercise price, pending and
subject to the action of the shareholders on the proposal to elect such
directors.
At the Meeting, the Board will propose that the following Ordinary
Resolution be adopted:
"RESOLVED, that the form of the 1998 Non-Employee Director Stock Option
Plan, in the form attached to the Company's Proxy Statement dated November 13,
1998 as Exhibit A, (allotting 250,000 Ordinary Shares), be, and hereby is,
adopted and that issuance of options thereunder to present and future
non-employee directors be, and hereby is, approved."
Upon receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
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The Board of Directors recommends a vote "for" this proposed resolution.
6. APPROVAL OF CERTAIN COMPENSATION ARRANGEMENTS
The Board will present at the Meeting for shareholder approval a
resolution approved by the Audit Committee and the Board on October 25, 1998 and
October 26, 1998, respectively, as to terms of compensation for the President
and Chief Executive Officer and a certain member of the Board.
The Board and the Audit Committee, subject to shareholder approval, have
approved the following:
(a) Compensation to Erez Shachar. An amendment to the terms of employment of
Mr. Erez Shachar, in the capacity of President and Chief Executive Officer
of the Company, pursuant to which Mr. Shachar's annual salary will be
increased to $175,000, effective as of January 1998. In addition, Mr.
Shachar will receive a bonus of $20,000, in recognition of his performance
in 1998, and will be granted options, under the 1997 Plan, to purchase an
additional 50,000 Ordinary Shares at an exercise price of $2.25 per share.
The options will be exercisable until October 26, 2008, and will vest as
follows: options to purchase 20,000 Ordinary Shares immediately, options
to purchase an additional 15,000 Ordinary Shares as of October 1, 1999 and
options to purchase the remaining 15,000 Ordinary Shares as of October 1,
2000.
(b) Compensation to Yoram Ben-Porat. An option, granted under the Company's
1997 Plan, to Mr. Ben-Porat, a Director of the Company, to purchase 12,000
Ordinary Shares at an exercise price of $1.75 per share. Of such option,
the option to purchase 4,000 Ordinary Shares is fully vested and
exercisable and the option to purchase the remaining 8,000 Ordinary Shares
will vest and be exercisable as follows: 4,000 Ordinary Shares commencing
on October 1, 1999 and an additional 4,000 Ordinary Shares commencing on
October 1, 2000. The option is exercisable until October 1, 2008.
At the Meeting, the Board will propose that the following Ordinary
Resolution be adopted:
"RESOLVED, that the terms and proposed terms of compensation paid and to
be paid by the Company to the officer and the member of the Board, presented to
the Annual General Meeting of Shareholders and described in the Company's Proxy
Statement dated November 13, 1998, be, and they hereby are, approved."
Upon the receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
The Board of Directors recommends a vote "for" approval of this proposed
resolution.
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7. OTHER BUSINESS
The Meeting is called for the purposes set forth in the Notice
accompanying this Proxy Statement. As of the date of the Notice, the Board knows
of no business that will be presented for consideration at the Meeting other
than the foregoing matters. If other matters not now known properly come before
the Meeting, however, it is intended that the persons named as proxies or their
substitutes will vote the shares in accordance with their best judgment with
respect to such matters.
C. PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Ordinary Shares as of October 9, 1998, by
(a) each person known by the Company to be the beneficial owner of more than 10%
of the outstanding Ordinary Shares and (b) all of the Company's executive
officers and directors as a group (9 persons). All of the information with
respect to beneficial ownership by the Company's directors, executive officers
and beneficial owners has been furnished by the respective director, executive
officer, or beneficial owner, as the case may be. The Company believes that the
persons named in this table have sole voting and investment power with respect
to the Ordinary Shares indicated.
Percentage of
Ordinary Shares Ordinary Shares
Beneficially Owned Beneficially Owned
------------------ ------------------
Dan Purjes* 3,848,263 33.95%
All current executive officers
and directors as a group (9
persons) 4,900,818 42.33%
- ---------------------
* Dan Purjes is Chairman of the Company and Chairman of Josephthal & Co. Inc.
See "Interest of Management in Certain Transactions."
D. THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors is composed of the following six members, each of
which is up for reelection: Dan Purjes, Erez Shachar, Yoram Ben-Porat, Robert L.
Berenson, Roni Ferber and Robert F. Hussey.
Terms of Directors
The members of the Board are elected annually at the Company's general
meeting and remain in office until the next annual general meeting of the
Company, unless the director has previously resigned, vacated his office, or was
removed in accordance with the Company's Articles of Association. In addition,
the Board may elect additional members to the Board.
9
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Committees of the Board of Directors
The Company's Articles of Association provide that the Board may delegate
all of its powers to committees of the Board as it deems appropriate, subject to
the provisions of the Israeli Companies Ordinance (New Version) 1983, as amended
(the "Companies Ordinance").
Approval of Certain Transactions under the Companies Ordinance;
Audit Committee
The Company is subject to the provisions of the Companies Ordinance. The
Companies Ordinance requires disclosure by an "Office Holder" (as defined below)
to the Company in the event that an Office Holder has a direct or indirect
personal interest in a transaction to which the Company intends to be a party,
and codifies the duty of care and fiduciary duties which an Office Holder has to
the Company. An "Office Holder" is defined in the Companies Ordinance as a
director, managing director, chief business manager, executive vice president,
vice president, other manager directly subordinate to the managing director and
any other person assuming the responsibilities of any of the foregoing positions
without regard to such person's title.
The Companies Ordinance requires that certain transactions, actions, and
arrangements must be approved by an audit committee of the Company's Board (the
"Audit Committee") meeting certain criteria defined in the Companies Ordinance,
and by the Board itself. In certain circumstances, shareholder approval is also
required. The Audit Committee must be comprised of members of the Board who are
not employees of the Company, and the majority of members of the Audit Committee
may not be holders, directly or indirectly through family members, of more than
five percent of the Ordinary Shares.
The Company has appointed an Audit Committee consisting of Robert L.
Berenson, Roni Ferber, and Robert F. Hussey. Approval by the Audit Committee and
the Board is required for (i) proposed transactions to which the Company intends
to be a party in which an Office Holder has a direct or indirect personal
interest, (ii) actions or arrangements which may otherwise be deemed to
constitute a breach of fiduciary duty or of the duty of care of an Office Holder
to the Company, (iii) arrangements with directors as to the terms of office or
compensation, and (iv) indemnification of Office Holders. Arrangements with
directors as to the terms of their service or compensation also require
shareholder approval. All arrangements as to compensation of Office Holders who
are not directors require approval of the Board. In certain circumstances, the
matters referred to in (i), (ii), and (iv) may also require shareholder
approval.
Office holders (including directors) who have a personal interest in a
matter which is considered at a meeting of the Board or the Audit Committee may
not be present at such meeting, may not participate in the discussion, and may
not vote on any such matter, except that such Office Holders may consent in
writing to resolutions adopted by the Board and/or the Audit Committee by
unanimous consent.
Stock Option Committee
In March 1998, the Company established a committee to administer the
Company's stock option plans (the "Stock Option Committee"). The Stock Option
Committee is charged with administering and overseeing the allocation and
distribution of stock options under the approved
10
<PAGE>
stock option plans of the Company, the 1997 Plan and the 1995 Plan. The Stock
Option Committee is presently comprised of three members: Dan Purjes, Roni
Ferber and Robert F. Hussey.
Alternate Directors
The Articles of Association provide that, subject to the Board's approval,
a director may appoint, by written notice to the Company, any individual
(whether or not such person is then a member of the Board) to serve as an
alternate director. Any alternate director shall have all of the rights and
obligations of the director appointing him or her, except the power to appoint
an alternate (unless the instrument appointing him or her expressly provides
otherwise). The alternate director may not act at any meeting at which the
director appointing him or her is present. Such alternate may act as the
alternate for several directors and have the corresponding number of votes.
Unless the appointing director limits the time period or scope of any such
appointment, such appointment is effective for all purposes and for an
indefinite time, but will expire upon the expiration of the appointing
director's term. Currently, there are no alternate directors.
Number of Directors
Unless otherwise prescribed by an Ordinary Resolution of the Company, the
Board shall consist of not less than four (4) nor more than twelve (12)
directors. The directors may at any time appoint any person to serve as a
director, either as a replacement for a vacated office or in order to increase
the number of directors, subject to the condition that the number of directors
shall not exceed the maximum established by the Articles of Association. Any so
appointed director shall remain in office until the next Annual General Meeting,
at which he may be reelected.
E. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
For the year ended December 31, 1997, the aggregate compensation paid by
the Company to the directors and executive officers of the Company (a total of 9
persons) amounted to approximately $813,000. In October 1997, the Company
undertook to pay its Board members who are not employees of the Company
remuneration for their services as directors. This remuneration includes an
annual payment of $5,000 and an additional payment of $250 per meeting.
Following the initial public offering of the Company's shares in October
1995, the Company issued 155,000 warrants to Josephthal & Co. Inc. These
warrants are exercisable into 155,000 Ordinary Shares of the Company, at an
exercise price of $7.20 per share, no later than October 2000. Of these
warrants, 84,119 have been transferred to Dan Purjes, the Chairman of the
Company and the Chairman of Josephthal. The remaining 70,881 warrants have been
transferred to other employees and affiliates of Josephthal. See "Interest of
Management in Certain Transactions."
Between September and December 1997, the Company effected a private
offering of its Ordinary Shares in the United States, for which Josephthal acted
as exclusive placement agent. As compensation for its services, Josephthal
received fees of $339,000 and warrants to purchase
11
<PAGE>
400,000 Ordinary Shares at an exercise price of $1.00. Of these warrants,
120,000 have been transferred to Dan Purjes, the Chairman of the Company and the
Chairman of Josephthal. The remaining warrants have been transferred to other
employees and affiliates of Josephthal. See "Interest of Management in Certain
Transactions."
In addition, the directors and officers of the Company hold, in the
aggregate, options exercisable into 697,000 Ordinary Shares of the Company, not
including the 40,000 options to be issued under the 1998 Plan subject to
shareholder approval.
Existing Stock Option Plans
1995 Stock Option Plan
In 1995, the Company's Board adopted a Flexible Stock Incentive Plan (the
"1995 Plan") that provides for grants to employees and consultants of the
Company of stock options. An aggregate amount of not more than 500,000 stock
options is available for grant under the 1995 Plan, including options for future
services (such options, "Service Options"), options for performance (such
options, "Performance Options"), and options to consultants for service or
performance (such options, "Consultant Options").
The Company's Board determines the employees and consultants who are
granted options under the 1995 Plan, the timing of such grants, the terms
thereof, and the number of shares to be covered thereby. The Board also
determines the exercise price for Ordinary Shares subject to the Performance and
Consultants Options under the 1995 Plan and the exercise price for the Service
Options, provided that in no case shall the exercise price of any Service Option
be less than 80% of the fair market value of such Ordinary Shares at the date of
grant (the "Date of Grant"). Service Options usually vest over a four-year
period. One-third of the Service Options vest after the second annual
anniversary of the Date of Grant with an additional one-third vesting on the
third and fourth anniversary of the Date of Grant, respectively. Performance
Options vest under the same terms as applicable to the Service Options.
Consultants Options vest over a specified period of time based on past or future
services rendered or performance targets to be achieved by the Company as
determined by the Board. Notwithstanding the foregoing, the Consultants Options
vest ten years following the Date of Grant. No option may be assigned or
transferred except by will or the laws of descent and distribution.
The Company's 1995 Plan provides that it is to be administered by the
Board or by a committee appointed by the Board and is currently administered by
the Stock Option Committee. The Stock Option Committee has broad discretion to
determine the persons entitled to receive options under the 1995 Plan, the terms
and conditions on which options are granted, and the number of Ordinary Shares
subject thereto, up to an aggregate amount of 500,000 Ordinary Shares.
Under the 1995 Plan for Israeli employees, options and Ordinary Shares
issuable upon the exercise of options granted to Israeli employees of the
Company can be held in a trust until the payment of all taxes due with respect
to the grant and exercise (if any) of such options.
12
<PAGE>
1997 Stock Option Plan
In 1997, the Company's Board adopted the 1997 Plan that provides for
grants to employees and consultants of the Company of stock options. An
aggregate amount of not more than 1,200,000 stock options are available for
grant under the 1997 Plan. This Proxy Statement includes a proposal to increase
the number of Ordinary Shares that can be issued under options granted under the
1997 Plan to 1,700,000.
The Company's 1997 Plan provides that it is to be administered by the
Board or by a committee appointed by the Board and is currently administered by
the Stock Option Committee. The Stock Option Committee has broad discretion to
determine the persons entitled to receive options under the 1997 Plan, the terms
and conditions on which options are granted, and the number of Ordinary Shares
subject thereto, up to the maximum aggregate amount permitted under the 1997
Plan. The Stock Option Committee also has discretion to determine the purchase
price to be paid upon the exercise of an option granted under the 1997 Plan.
The exercise price of the option shares under the 1997 Plan is determined
by the Committee; provided, however, that the exercise price of any option
granted shall not be less than eighty percent (80%) of the Stock Value (as
defined below) at the time of the issuance of such options (the "Date of
Grant"). The "Stock Value" at any time is equal to the then current Fair Market
Value (as defined below) of the Company's Ordinary Shares. For purposes of the
1997 Plan, the "Fair Market Value" means, as of any date, the last reported sale
price, on such date, of the Ordinary Shares on such principal securities
exchange of the most recent prior date on which a sale of the Ordinary Shares
took place.
The Stock Option Committee determines the term of each option granted
under the 1997 Plan; provided, however, that the term of an option shall not be
for more than ten (10) years. Upon termination of employment, all unvested
options lapse. All options granted vest over a four-year period. One-third of
such options vest after the second anniversary of the Date of Grant, one-third
after the third anniversary, and the final third after the fourth anniversary of
the Date of Grant. Notwithstanding the foregoing, the Stock Option Committee may
determine different vesting scheduled for service options granted to employees
in special circumstances.
The options granted are subject to restrictions on transfer, sale, or
hypothecation. All options and Ordinary Shares issuable upon the exercise of
options granted to Israeli employees of the Company are held in trust for a
minimum of two years in accordance with Section 102 of the Israel Income Tax
Ordinance.
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F. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Private Placement and Other Payments and Grants
Between September and December 1997, the Company effected a private
offering of its Ordinary Shares in the United States, for which Josephthal & Co.
Inc. acted as exclusive placement agent. As of October 9, 1998, the Chairman of
Josephthal, Dan Purjes, who is also the Company's Chairman, beneficially owns
approximately 33.95% of the Company's Ordinary Shares, and other individuals
affiliated with Josephthal beneficially own approximately 9.24% of the Company's
Ordinary Shares. As compensation for its services as the Company's exclusive
placement agent, Josephthal received fees of $339,000 and warrants to purchase
400,000 Ordinary Shares at an exercise price of $1.00 per share. Payment to
Josephthal in consideration for the banking services rendered by Josephthal to
the Company has been approved by the Company's shareholders as part of its
annual meeting in October 1997.
From April through October 1997, an individual employed by Josephthal was
the Company's acting Chief Financial Officer, for which he received compensation
of approximately $45,000, and Dan Purjes received $20,000 in compensation for
his services as Chairman of the Board of Directors of the Company. Dan Purjes,
Chairman of the Company and Josephthal, and two individuals who are officers of
Josephthal and were simultaneously directors of the Company were granted options
under a company stock option plan to purchase in the aggregate 500,000 Ordinary
Shares of the Company at $1.25 per share. The foregoing payments and grants were
approved by the Company's shareholders at its annual meeting in October 1997.
Certain Facilities and Related Legal Proceedings
The Company's main facilities in Magshimim, Israel (the "Facilities")
include two adjacent buildings, each building of approximately 6,500 square feet
which the Company uses as its headquarters and as a research and development
facility. The buildings are situated on a plot of land leased to Moshe Nur and
his wife by the Israel Lands Authority, located near Ben-Gurion International
Airport. Moshe Nur was the Company's Chairman and its major shareholder until
April 1997.
In September, 1998, the district court of Tel Aviv approved a settlement
agreement among the Company and several other parties that, together with other
settlement agreements, resolved all material claims relating to Moshe Nur and
his affiliated companies, which were involved in various insolvency proceedings.
The parties to the court approved settlement agreement were the Company, the
special manager for Moshe Nur's assets in his bankruptcy proceedings, Moshe Nur,
and other of his family members. The parties to the other settlement agreements
included two Israeli banks, and the temporary receiver of Nur Outdoor
Advertising Ltd. (a company formerly affiliated with Mr. Nur).
According to the agreements, all material claims against the Company
relating to the lease of the Facilities, alleged breach of contracts and alleged
debts owed to any of the above mentioned parties were dismissed. Specifically,
the Company reached an agreement with Moshe Nur's receiver (and certain
creditors) pursuant to which the Company may continue to lease the Facilities
until July 2000 without payment of rent. This rent-free use of the Facilities
14
<PAGE>
was granted to the Company as set against payment previously made and accounted
for as pre-paid rent. Separately, claims related to the ownership of the
Company's shares have been resolved and the temporary injunction on the issuance
of securities by the Company was lifted.
15
<PAGE>
EXHIBIT A
1998 NON-EMPLOYEE DIRECTOR SHARE OPTION PLAN
<PAGE>
NUR MACROPRINTERS LTD.
SHARE OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1 SHAREHOLDER APPROVAL AND PURPOSE..............................1
1.1 Shareholder Approval.............................................1
1.2 Purpose of the Plan..............................................1
SECTION 2 DEFINITIONS...................................................1
2.1 "Award"..........................................................1
2.2 "Board"..........................................................1
2.3 "Committee"......................................................1
2.4 "Company"........................................................1
2.5 "Director".......................................................1
2.6 "Disability".....................................................1
2.7 "Exercise Price".................................................1
2.8 "Fair Market Value"..............................................1
2.9 "Grant Date".....................................................2
2.10 "Non-Employee Director"..........................................2
2.11 "Option".........................................................2
2.12 "Option Agreement"...............................................2
2.13 "Participant"....................................................2
2.14 "Plan"...........................................................2
2.15 "Shares".........................................................2
2.16 "Subsidiary".....................................................2
2.17 "Termination of Service".........................................2
SECTION 3 ADMINISTRATION................................................2
3.1 The Committee....................................................2
3.2 Authority of the Committee.......................................2
3.3 Decisions Binding................................................3
SECTION 4 SHARES SUBJECT TO THE PLAN....................................3
4.1 Number of Shares.................................................3
4.2 Lapsed Awards....................................................3
4.3 Adjustments in Awards and Authorized Shares......................3
SECTION 5 SHARE OPTIONS.................................................3
5.1 Granting of Options..............................................3
5.2 Terms of Options.................................................4
5.3 Payment..........................................................4
5.4 Options are not Incentive Share Options..........................5
SECTION 6 MISCELLANEOUS.................................................5
6.1 No Effect on Service.............................................5
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6.2 Successors.......................................................5
6.3 Beneficiary Designations.........................................5
6.4 Nontransferability of Awards.....................................6
6.5 No Rights as Shareholder.........................................6
6.6 Withholding Requirements.........................................6
SECTION 7 AMENDMENT, TERMINATION, AND DURATION..........................6
7.1 Amendment or Termination.........................................6
7.2 Duration of the Plan.............................................6
SECTION 8 LEGAL CONSTRUCTION............................................6
8.1 Gender and Number................................................6
8.2 Severability.....................................................6
8.3 Requirements of Law..............................................6
8.4 Compliance with Rule 16b-3.......................................7
8.5 Governing Law....................................................7
8.6 Captions.........................................................7
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<PAGE>
SHARE OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
NUR MACROPRINTERS LTD. hereby adopts the NUR Macroprinters Ltd. Share
Option Plan for Non-Employee Directors, effective as of December 8, 1998, as
follows:
SECTION 1
SHAREHOLDER APPROVAL AND PURPOSE
1.1 Shareholder Approval. At the Company's December 8, 1998 Annual Meeting
of Shareholders, the Plan, as amended, was ratified by an affirmative vote of
the holders of a majority of the Shares which were present in person or by proxy
and entitled to vote at the Meeting.
1.2 Purpose of the Plan. The Plan is intended to closely align the
interests of the Non-Employee Directors with the interests of the Company's
shareholders. This is achieved by making a significant portion of Non-Employee
Director compensation directly related to the total return performance of the
Shares. The Plan also is intended to encourage Share ownership on the part of
Non-Employee Directors.
SECTION 2
DEFINITIONS
The following words and phrases shall have the following meanings unless a
different meaning is plainly required by the context:
2.1 "Award" means, individually or collectively, a grant under the Plan of
an Option.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Committee" means the committee appointed pursuant to Section 3.1 to
administer the Plan.
2.4 "Company" means NUR Macroprinters Ltd., an Israeli corporation, or any
successor thereto.
2.5 "Director" means any individual who is a member of the Board.
2.6 "Disability" means a permanent and total disability, as determined by
the Committee (in its discretion) in accordance with uniform and
non-discriminatory standards adopted by the Committee from time to time.
2.7 "Exercise Price" means the price at which a Share may be purchased by
a Participant pursuant to the exercise of an Option.
2.8 "Fair Market Value" means the average closing bid and sale prices of
the Shares for the date in question as furnished by the National Association of
Securities Dealers, Inc. through Nasdaq or any similar organization if Nasdaq is
no longer reporting such information, or
<PAGE>
such other market on which the Shares are then traded, or if not then traded as
determined in good faith (using customary valuation methods) by resolution of
the members of the Board of Directors of the Company, based on the best
information available to it.
2.9 "Grant Date" means, with respect to 1998, October 26, 1998 and, with
respect to each subsequent calendar year, August 1. For example, for 1999, the
Grant Date is August 1, 1999. With respect to a particular Award, "Grant Date"
means the particular Grant Date on which the Award was granted. Notwithstanding
the preceding, a Non-Employee Director who is first elected or appointed on
other than December 8, 1998, shall have only an initial Grant Date coincident
with the date of his or her commencement of service on the Board.
2.10 "Non-Employee Director" means a Director who is an employee of
neither the Company nor of any Subsidiary.
2.11 "Option" means an option to purchase Shares granted pursuant to
Section 5.
2.12 "Option Agreement" means the written agreement setting forth the
terms and provisions applicable to each Option granted under the Plan.
2.13 "Participant" means a Non-Employee Director who has an outstanding
Award.
2.14 "Plan" means NUR Macroprinters Ltd. Share Option Plan for
Non-Employee Directors, as set forth in this instrument and as hereafter amended
from time to time.
2.15 "Shares" means the Ordinary Shares of the Company NIS 1.0 nominal
value.
2.16 "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns shares possessing fifty
percent (50%) or more of the total combined voting power of all classes of
shares in one of the other corporations in such chain.
2.17 "Termination of Service" means a cessation of the Participant's
service on the Board for any reason.
SECTION 3
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the Committee. The
Committee shall consist of one or more Directors who shall be appointed by, and
serve at the pleasure of, members of the Company's Board who are not eligible to
receive Awards under the Plan. The Committee shall be comprised solely of a
Director or Directors who are not eligible to receive Awards under the Plan.
3.2 Authority of the Committee. It shall be the duty of the Committee to
administer the Plan in accordance with the Plan's provisions. The Committee
shall have all powers and discretion necessary or appropriate to administer the
Plan and to control its operation, including, but not limited to, the power to
(a) interpret the Plan and the Awards, (b) adopt rules for the administration,
interpretation and application of the Plan as are consistent therewith, (c)
interpret,
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<PAGE>
amend or revoke any such rules, and (d) adopt such procedures and subplans as
are necessary or appropriate to permit participation in the Plan by Non-Employee
Directors who are non-Israeli nationals or employed outside of Israel.
3.3 Decisions Binding. Subject to the provisions of any applicable law,
all determinations and decisions made by the Committee related to the Plan and
its application shall be final, conclusive, and binding on all persons, and
shall be given the maximum deference permitted by law.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3,
the total number of Shares available and reserved for grant under the Plan shall
not exceed 250,000. Shares granted under the Plan shall be taken from the
Company's authorized but unissued Shares.
4.2 Lapsed Awards. If an Award terminates or expires for any reason, any
Shares subject to such Award again shall be available to be the subject of an
Award.
4.3 Adjustments in Awards and Authorized Shares. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, share dividend, split-up, Share combination, or other change in the
corporate structure of the Company affecting the Shares, the Committee shall
adjust the number and class of Shares which may be delivered under the Plan, and
the number, class, and Exercise Price of Shares subject to outstanding Awards
and future grants, in such manner as the Committee (in its sole discretion)
shall determine to be appropriate to prevent the dilution or diminution of such
Awards. Notwithstanding the preceding, the number of Shares subject to any Award
always shall be a whole number.
SECTION 5
SHARE OPTIONS
5.1 Granting of Options.
5.1.1 Directors serving on the 1998 Grant Date. Each Non-Employee
Director who is such on the 1998 Grant Date, shall automatically receive, as of
the 1998 Grant Date, an Option to purchase 10,000 Shares. Each Non-Employee who
has received an Option pursuant to the preceding sentence shall also
automatically receive, as of each subsequent Grant Date, an Option to purchase
10,000 Shares, provided that the individual shall receive an Option on any such
subsequent Grant Date only if he or she both (a) is a Non-Employee Director on
the Grant Date, and (b) has served as a Non-Employee Director for the entire
period since the last Grant Date.
5.1.2 Directors first elected or appointed after the 1998 Grant Date.
Each Non-Employee Director who first becomes such after the 1998 Grant Date,
automatically shall receive on his or her initial Grant Date an option to
purchase up to 10,000 Shares prorated based on the number of full months of
service between the prior annual Grant Date and the next Grant Date. A Director
joining the Board on or before the 15th day of the month will receive credit for
service for the full month. For example, (a) if a Non-Employee Director joins
the Company as
3
<PAGE>
such on June 15, 1999 such Director would be entitled to an initial grant of
options to purchase 2,222 Shares and (b) if a Non-Employee Director joined the
Company on June 15th of any subsequent year, such Director would be entitled to
an initial grant of options to purchase 1,667 Shares. Each such Non-Employee
Director also shall automatically receive, as of each subsequent Grant Date, an
Option to purchase 10,000 Shares annually, provided that the individual shall
receive an Option on any such Grant Date only if he or she both (y) is a
Non-Employee Director on the Grant Date, and (z) has served as a Non-Employee
Director for the entire period since the last Grant Date.
5.2 Terms of Options.
5.2.1 Option Agreement. Each Option granted pursuant to this Section 5
shall be evidenced by a written Option Agreement (satisfactory to the Committee)
which shall be executed by the Participant and the Company.
5.2.2 Exercise Price. The Exercise Price for the Shares subject to
each Option shall be 100% of the Fair Market Value of such Shares on the
applicable Grant Date.
5.2.3 Exercisability. Each Option granted pursuant to Section 5.1
shall become fully exercisable immediately upon issuance.
5.2.4 Expiration of Options. Each Option shall terminate upon the
first to occur of the following events:
(a) The expiration of ten (10) years from the applicable Grant Date;
(b) The expiration of three (3) months from the date of the
Participant's Termination of Service prior to age 70 for any reason other than
the Participant's death or Disability, provided that the Committee, subject to
subsequent shareholder approval, may determine to extend such period to a
maximum of five years;
(c) The expiration of two (2) years from the date of the Participant's
Termination of Service by reason of Disability; or
(d) The expiration of one (1) year from the date of the Participant's
Termination of Service at or after age 70 for any reason other than the
Participant's death or Disability.
5.2.5 Death of Director. Notwithstanding Section 5.2.4, if a Director
dies prior to the expiration of his or her Option(s) in accordance with Section
5.2.4, his or her Option(s) which are exercisable on the date of his or her
death shall terminate one (1) year after the date of death.
5.3 Payment. Options shall be exercised by the Participant's delivery of a
written notice of exercise (satisfactory to the Committee) to the Company in
care of Chief Financial Officer, 5 David Navon Street, Moshav Magshimim 56910,
Israel, or at such other address as Company may hereafter designate in writing,
setting forth the number of Shares with respect to which the Option is to be
exercised, and accompanied by full payment for the Shares. Upon the
4
<PAGE>
exercise of any Option, the Exercise Price shall be payable to the Company in
full in cash. As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares purchased, the Company shall deliver to
the Participant (or the Participant's designated broker), Share certificates
(which may be in book-entry form) representing such Shares.
5.4 Options are not Incentive Share Options. Options are not intended to be
incentive stock options within the meaning of Section 422 of the United States
Internal Revenue Code and Options granted to Israeli Participants will be
treated as section 3(i) Options for Israeli Tax purposes.
5.5 Conditions Upon Issuance of Shares
5.5.1 Investment Representation. As a condition to the exercise of an
Option, the Committee may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, upon the advice of counsel for the Company, such representation is
required.
5.5.2 Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which requisite
authority shall not have been obtained.
SECTION 6
MISCELLANEOUS
6.1 No Effect on Service. Nothing in the Plan shall (a) create any
obligation on the part of the Board to nominate any Participant for reelection
by the Company's shareholders, or (b) interfere with or limit in any way the
right of the Company to terminate any Participant's service.
6.2 Successors. All obligations of the Company under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business or assets of the Company.
6.3 Beneficiary Designations. If permitted by the Committee, a Participant
may name a beneficiary or beneficiaries to whom any vested but unpaid Award
shall be paid in the event of the Participant's death. Each such designation
shall revoke all prior designations by the Participant and shall be effective
only if given in a form and manner acceptable to the Committee. In the absence
of any such designation, any vested benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate and, subject to
the terms of the Plan and of the applicable Option Agreement, any unexercised
vested Award may be exercised by the administrator or executor of the
Participant's estate.
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6.4 Nontransferability of Awards. No Award granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will, by the laws of descent and distribution, or to the limited
extent provided in Section 6.3. All rights with respect to an Award granted to a
Participant shall be available during his or her lifetime only to the
Participant.
6.5 No Rights as Shareholder. Except to the limited extent provided in
Section 6.3, no Participant (nor any beneficiary) shall have any of the rights
or privileges of a shareholder of the Company with respect to any Shares
issuable pursuant to exercise of an Option, unless and until certificates
representing such Shares shall have been issued, recorded on the records of the
Company or its transfer agents or registrars, and delivered to the Participant,
beneficiary or Company (as escrow agent).
6.6 Withholding Requirements. Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company shall have the power and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy governmental, federal, state, and local
taxes (including the Participant's FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).
SECTION 7
AMENDMENT, TERMINATION, AND DURATION
7.1 Amendment or Termination. The Board, in its sole discretion, may amend
or terminate the Plan, or any part thereof, at any time and for any reason. The
amendment, suspension, or termination of the Plan shall not, without the consent
of the Participant, alter or impair any rights or obligations under any Award
theretofore granted to such Participant.
7.2 Duration of the Plan. The Plan shall commence on the date specified
herein, and subject to Section 7.1 (regarding the Board's right to amend or
terminate the Plan), shall remain in effect thereafter for a period of ten (10)
years from the date hereof.
SECTION 8
LEGAL CONSTRUCTION
8.1 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
8.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
8.3 Requirements of Law. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations,
whether of the State of Israel or of the United States or any other state having
jurisdiction over the Company and the Participant, including the registration of
the Shares under United States Securities Act of 1933, and to such approvals by
any governmental agencies or national securities exchanges as may be required.
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8.4 Compliance with Rule 16b-3. For the purpose of ensuring that
transactions under the Plan do not subject Participants to liability under
Section 16(b) the Securities Exchange Act of 1934, as amended (the "1934 Act"),
if the Participants shall become subject thereto, all transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3
promulgated under the 1934 Act, and any future regulation amending,
supplementing or superseding such regulation. To the extent any provision of the
Plan, Option Agreement or action by the Committee or a Participant fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.
8.5 Governing Law. The Plan and all Option Agreements shall be construed
in accordance with and governed by the laws of the State of Israel without
giving effect to any choice or conflict of law provision or rule (whether of
Israeli or otherwise) which would cause the application of the laws of any
jurisdiction other than Israel.
8.6 Captions. Captions provided herein are for convenience only, and shall
not serve as a basis for interpretation or construction of the Plan.
EXECUTION
IN WITNESS WHEREOF, NUR Macroprinters Ltd., by its duly authorized
officer, has executed the Plan on the date indicated below.
NUR MACROPRINTERS LTD.
Dated: __________, 1998 By
---------------------------
Title:
Name:
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