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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NUR MACROPRINTERS LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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ISRAEL NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5 DAVID NAVON STREET
MOSHAV MAGSHIMIM 56910
ISRAEL
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------------
1995 FLEXIBLE STOCK INCENTIVE PLAN
1997 STOCK OPTION PLAN
1998 NON-EMPLOYEE DIRECTOR SHARE OPTION PLAN
(FULL TITLE OF THE PLAN)
------------------------
CT CORPORATION SYSTEM
1633 BROADWAY
NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT
FOR SERVICE)
(212) 246-5070
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
RUBI FINKELSTEIN, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 506-5000 (PHONE) (212) 506-5151 (FAX)
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE FEE
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Ordinary shares,
NIS 1.0 nominal value per share 1,144,961 shares $10.75 (2) $12,308,330 (2) $3,249.40
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Ordinary shares, 1,805,039 shares $0 $0 $0
NIS 1.0 nominal value per share(3)
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Total ordinary shares, 2,950,000 shares -- -- $3,249.40
NIS 1.0 nominal value per share(4)
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(1) This Registration Statement covers the aggregate number of ordinary shares
which may be sold upon the exercise of options which have been granted and
may be granted under the plans described below. Pursuant to Rule 416, this
Registration Statement shall also be deemed to cover an indeterminate
number of additional shares of common stock in the event the number of
outstanding shares of Nur Macroprinters Ltd. is increased by stock split,
stock divided and/or similar transactions.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and the proposed maximum aggregate offering price have been calculated on
the basis of $10.75 per share, the average of the bid and ask price of the
ordinary shares on the Nasdaq National Market on December 3, 1999.
(3) Pursuant to Rule 429, these 1,805,039 ordinary shares are being carried
forward from a Registration Statement on Form F-1 (No. 333-66103) along
with filing fees of $1,536.63 associated with such securities that were
previously paid with the F-1 Registration Statement, as amended.
(4) Represents 500,000 ordinary shares under the 1995 Flexible Stock Incentive
Plan, 2,200,000 ordinary shares under the 1997 Stock Option Plan and
250,000 ordinary shares under the 1998 Non-Employee Director Share Option
Plan.
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EXPLANATORY NOTE
Nur Macroprinters Ltd. has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933
(the "Securities Act") to register its ordinary shares, issuable pursuant to Nur
Macroprinters' 1995 Flexible Stock Incentive Plan, 1997 Stock Option Plan and
1998 Non-Employee Director Share Option Plan (collectively, the "Plans").
Under cover of this Form S-8 is a reoffer prospectus prepared in
accordance with Part I of Form F-3 under the Securities Act and pursuant to
under General Instruction C to Form S-8. The reoffer prospectus may be used for
reoffers and resales resold on a continuous or delayed basis in the future of up
to an aggregate of 2,950,000 ordinary shares which are issuable upon the
exercise of options granted under the Plans which may constitute "control
securities" and/or "restricted securities."
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) REOFFER PROSPECTUS
Nur Macroprinters Ltd. will send or give the documents containing the
information specified in Part I of Form S-8 to employees as specified by
Securities and Exchange Commission Rule 428(b)(1) under the Securities Act. Nur
Macroprinters does not need to file these documents with the Commission either
as part of this Registration Statement or as reoffer prospectuses or reoffer
prospectus supplements under Rule 424 of the Securities Act.
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REOFFER PROSPECTUS
1,076,872
NUR MACROPRINTERS LTD.
ORDINARY SHARES
---------------------
The selling security holders identified in this reoffer prospectus are
offering up to 1,076,872 of our ordinary shares. Our ordinary shares are traded
on the Nasdaq National Market under the symbol "NURM." The last reported sale
price for our ordinary shares on Nasdaq on December 9, 1999 was $11.75 per
share.
We will not receive any proceeds from the sale of ordinary shares by
the selling security holders. We are not offering any ordinary shares for sale
under this reoffer prospectus. See "Selling Security Holders" for a list of the
selling security holders. See "Plan of Distribution" for a description of how
the ordinary shares can be sold.
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INVESTING IN OUR ORDINARY SHARES INCLUDES RISKS. FOR MORE INFORMATION,
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 6.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED WHETHER THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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December 10, 1999
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TABLE OF CONTENTS
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PAGE
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Available Information.......................................................2
Incorporated Documents......................................................3
The Company.................................................................4
Risk Factors................................................................6
Special Note Regarding Forward-Looking Statements..........................15
Use of Proceeds............................................................15
Selling Security Holders...................................................16
Plan of Distribution.......................................................18
Legal Matters..............................................................19
Experts....................................................................19
SEC Position on Indemnification for Securities Act Liabilities.............20
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You should rely only on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The ordinary shares are
not being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate after the date of such document.
AVAILABLE INFORMATION
We are subject to the information reporting requirements of the
Securities and Exchange Act of 1934 as a foreign private issuer as defined in
Rule 3b-4 of the Exchange Act. In accordance with these reporting requirements,
we will file reports and other information with the Securities and Exchange
Commission. Such reports and other information can be inspected and copied at
the Public Reference Room of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at 500 West Madison Street,
Suite 1400, Chicago, IL 60661-2511 and 7 World Trade Center, 13th Floor, New
York, NY 10048, at prescribed rates. The Commission also maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants, such as ourselves, that file electronically with the
Commission. The address of such web site is HTTP://WWW.SEC.GOV. You may also
obtain information from the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, our ordinary shares are quoted on the Nasdaq
National Market System, so our reports and other information can be inspected at
the offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.
We intend to furnish our security holders with annual reports
containing additional financial statements and a report thereon by independent
certified public accountants prior to each of our annual meetings.
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INCORPORATED DOCUMENTS
The Securities and Exchange Commission allows us to "incorporate by
reference" information into this reoffer prospectus. This means that we can
disclose important information to you by referring you to another document filed
by us with the Commission. Information incorporated by reference is deemed to be
part of this reoffer prospectus, except for any information superseded by this
reoffer prospectus.
The following documents are incorporated herein by reference:
(a) Our Annual Report on Form 20-F for the fiscal year ended December
31, 1998 as filed with the Commission on May 4, 1999;
(b) Our Current Reports on Form 6-K filed with the Commission on
January 27, 1999, February 26, 1999, March 2, 1999, April 27,
1999, May 13, 1999, August 12, 1999 and November 5, 1999 (as
amended on November 15, 1999); and
(c) The description of our ordinary shares contained in the
registration statements under the Exchange Act on Form 8-A as
filed with the Commission on July 25, 1995 and September 15,
1995, and including any subsequent amendment or report filed for
the purpose of updating such description.
In addition, all documents we have filed or subsequently file under
Sections 13(a), 13(c) and 15(d) of the Exchange Act, before the termination of
this offering, are incorporated by reference.
We will provide without charge to any person (including any beneficial
owner) to whom this reoffer prospectus has been delivered, upon the oral or
written request of such person a copy of any document incorporated by reference
in the registration statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the registration statement incorporates), of
which this reoffer prospectus forms a part. Such requests should be directed to
Hilel Kremer, Chief Financial Officer, Nur Macroprinters Ltd., P.O. Box 8440,
Moshav Magshimim 56910, Israel. Our telephone number at that location is
972-3-908-7676. Our corporate web site address is http:/www.nur.com. The
information on our web site is not intended to be a part of this reoffer
prospectus.
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THE COMPANY
INTRODUCTION
Nur Macroprinters Ltd. is a world leader in the market for the sale of
super wide and wide format digital printing systems. We develop, manufacture,
sell and service digital color printers for the printing of large images such as
billboards, posters, and banners. We also supply our customers with the inks,
solvents and print substrates for use with our printers.
On October 6, 1995, we completed our initial public offering and our
shares are listed on the Nasdaq National Market under the symbol NURM. There is
no non-United States trading market for our shares.
OUR PRODUCTS
Our printers allow customers to print large color images on demand,
generally in substantially less time, with less labor, and at a lower cost than
traditional methods of printing.
One of our principal products is the Blueboard printer, a second
generation of super wide format printer introduced in early 1997. The Blueboard
printer can print in variable widths from 0.9 to 5 meters (approximately 3 to
16.4 feet). The Blueboard printer is based on our own continuous ink-jet digital
printing technology and is designed to improve quality and ease of use.
In April 1998, we introduced a faster version of the Blueboard printer,
the Blueboard 2, in response to demand from our customers for increased
productivity. The Blueboard 2 is now also one of our main products. In February
1999, we introduced the Blueboard HiQ, which produces higher quality prints with
higher resolution than the Blueboard and the Blueboard 2 printers.
In February 1999 we introduced the NUR Fresco, a new printing system,
which is in beta testing, targeted at the wide format (widths of up to 1.8
meters (6 feet)) screen printing market. The NUR Fresco is a high-quality
digital production press, bringing a combination of speed and productivity to
the wide format market. The Fresco printer is based on our drop-on-demand
digital printing technology.
The ink we sell to our customers for use with our Blueboard printers is
resistant to water and ultraviolet rays and is well suited for indoor and
outdoor use. The substrates we sell to our customers are also suitable for
indoor and outdoor use and are made of vinyl, PVC, paper, and mesh.
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OUR CUSTOMERS
We sell our printers and related products primarily to commercial
printers, design and service firms, screen printers, outdoor media companies,
and trade shops. Our customers use our products to print large images such as
billboards, posters, banners, and point of purchase displays for advertising, as
well as decorations and backdrops for showrooms, museums, and exhibits.
OUR STRATEGY
Our strategy is to:
- strengthen our position as a world leader in the super wide format
printing market by supplying the most productive and cost-effective
super wide format digital printers;
- introduce large format digital ink jet printers to replace a
significant portion of the current large format screen printers
process;
- be our customers' vendor of choice for all of their ink and substrate
needs;
- enable our customers to develop new ways to profit from our printing
systems; and
- provide our customers with highly responsive and capable support,
service and supplies.
Where you can obtain additional information:
MAILING ADDRESS EXECUTIVE OFFICE
P.O. Box 8440 5 David Navon Street
Moshav Magshimim 56910 Moshav Magshimim 56910
Israel Israel
Phone: 972-3-908-7676 Website: HTTP://WWW.NUR.COM
The information on our web site is not intended to be a part of this reoffer
prospectus.
5
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RISK FACTORS
In this section we highlight some of the risks associated with our
business and operations. Investing in our shares is very risky. You should be
able to bear a complete loss of your investment. To understand the level of
risk, you should carefully consider the following risk factors, as well as the
other information found in this reoffer prospectus, when evaluating an
investment in the ordinary shares.
WE NEED ADDITIONAL FINANCING. We believe that our revenues from operations
together with our capital resources and credit
facilities will be sufficient to fund our current
activities at their present rate without our
planned expansion through December 2000. If we
want to proceed with the planned expansion of our
WE NEED TO RAISE MORE operations, we will require additional funds, to
MONEY TO SUCCESSFULLY be raised through public or private financing of
RUN OUR BUSINESS. debt or equity, to ensure our ability to maintain
our operations after July 2000. If we are unable
to raise such funds, we will have to reduce or
eliminate certain planned expenditures for
research and development, production, or marketing
of our products, any one of which could have a
negative impact on our financial results. In this
regard, how much money we will need depends on
numerous factors, including the success of our
marketing and customer service efforts, our
research and development activities, and the
demand for our products and services. We cannot
guarantee that additional financing will be
available or that, if available, it will be
obtained on terms we find favorable. We currently
have no commitments for additional financing.
WE DEPEND ON A FEW KEY We are highly dependent upon the sale of our
PRODUCTS IN A BUSINESS principal products, the NUR Blueboard printers and
SUBJECT TO RAPID the NUR Fresco printer. Rapid changes in
TECHNOLOGICAL CHANGE. technology, customer preferences and evolving
industry standards increasingly characterize the
market for our printers. As a result of these
factors, our growth and future financial
performance will depend upon our ability to
develop and market new products and keep pace with
the latest technological advances in the industry.
We must also improve our existing products to
accommodate technological advances and customer
preferences. During 1998 and the first nine months
of 1999, we invested approximately $5.03 million
and $3.7 respectively, in research and development
projects of which, in 1998, $1.95 million was
related to the acquisition of technology that
caused a one-time write-off assigned to research
OUR SUCCESS DEPENDS ON and development. Our business could seriously
THE RESEARCH AND suffer if we fail to anticipate or respond
DEVELOPMENT OF NEW adequately to changes in technology and customer
PRODUCTS. preferences, or if our products are delayed in
their development or introduction. Other events
beyond our
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control could also hurt our business. For example,
one of our competitors could develop and market a
printer that customers prefer over our printers.
We cannot make assurances that we will
successfully develop any new products. Finally, we
cannot predict how the introduction of new
products by our competitors will affect sales of
our existing products.
OUR NEW PRODUCT, THE The NUR Fresco was introduced in February 1999
NUR FRESCO, IS STILL IN and is still in beta testing. Much of our
BETA TESTING. success may depend upon our ability to complete
testing and introduce the product to our
intended market.
OVER THE NEXT THREE YEARS WE In September 1998 we acquired all rights to a
WILL MAKE SIGNIFICANT ROYALTY certain drop-on-demand inkjet technology suitable
PAYMENTS. for large format digital printers. Until
September 2001 we must pay royalty payments to the
seller of up to $1.3 million. If we do not make
certain minimum royalty payments, the seller of
the technology will have the option to buy-back
the technology.
OUR SUCCESS DEPENDS ON OUR We currently purchase all of the ink and ink-jets
SUPPLIERS AND used in our NUR Blueboard printers from one
SUBCONTRACTORS. supplier, Imaje, a French manufacturer of
ink- related products, and purchase all of our
ink-jet printheads used in the NUR Fresco from
another supplier. We have been able to obtain
adequate supplies of ink and ink-jets in the past,
although Imaje has occasionally delivered the
supplies late. If these sole suppliers experience
IMAJE IS OUR ONLY any problem that results in production delays, our
SUPPLIER OF INK AND sales to new customers and existing customers that
INK-JETS FOR THE NUR rely on our ink and/or ink-jet components to
BLUEBOARD PRINTERS. operate their printers could be hurt. Because the
success of our business depends on the sale of our
printers, such a supply problem could have a
severe effect on our financial results. Also, if
Imaje reduces or changes the credit or payment
terms it extends to us, our business could be
hurt.
WE RELY ON A LIMITED We employ a limited number of unaffiliated
NUMBER OF subcontractors to manufacture components for our
SUBCONTRACTORS. printers. The assembly of our NUR Blueboard
printers is currently conducted by a 50% owned
subsidiary. Our subcontractors have, in the past,
been late in delivering components. We have,
however, been able to obtain adequate supplies of
the components and raw materials necessary to
produce our printers and we have not had any
serious problems with our subcontractors. Because
we rely on subcontractors, we cannot be sure that
we will be able to maintain an adequate supply of
components. Moreover, we cannot be sure that any
of the components we purchase will satisfy our
quality standards and be delivered on
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time. Our business could suffer if we fail to
maintain our relationships with our subcontractors
or fail to develop alternative sources for our
printer components. Also, as our business grows,
we will need to purchase greater quantities of
components on a timely basis, and any delay in
supply could hurt our sales. We cannot guarantee
that we will develop alternative sources of
production for our products.
OUR BUSINESS IS EXTREMELY The printing equipment industry is extremely
COMPETITIVE. competitive and many of our competitors have
greater management,financial, technical,
manufacturing, marketing,sales, distribution, and
other resources than we do. Our ability to compete
depends on factors both within and outside of our
control, including the performance and acceptance
WE HAVE NUMEROUS of our current printers and any products we
COMPETITORS IN THE develop in the future. We compete against several
MARKET FOR OUR PRINTERS. companies that market digital printing systems
based on electrostatic, drop-on-demand inkjet,
airbrush, and other technologies. We also face
competition from existing conventional wide-format
and super-wide format printing methods, including
hand painting, screen printing, and offset
printing. Our competitors could develop new
products, with existing or new technology, that
could be competitive in price and performance with
our printers. We can offer no assurance that we
can compete effectively with any such products.
WE ALSO FACE We also compete with independent manufacturers in
COMPETITION IN THE the market for printer supplies, in particular,
MARKET FOR PRINTING the inks we supply. In 1998 and during the first
SUPPLIES. nine months of 1999, ink sales accounted for 23.6%
and 23.25% of our total sales, respectively. We
cannot guarantee that we will be able to remain
the exclusive or even principal ink manufacturer
for our printers. We recently entered the
substrate business, which is also highly
competitive and characterized by a large number of
suppliers worldwide. We are developing substrates
through subcontractors that have a high
added-value when used with our printers. We
believe we are well positioned, both in our E
technical knowledge and in the minds of our
customers, to succeed in selling high value-added
substrates to our customers. We can not assure you
that we will be able to compete effectively or
achieve significant revenues in the substrate
business.
WE DEPEND ON OUR KEY Our success depends to a significant extent upon
EMPLOYEES. the contributions of key personnel and our senior
executives. Our business could seriously suffer if
one or more of our key personnel or senior
executives were to leave our company. In addition,
we do not have, and do not contemplate getting,
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"key-man" life insurance for any of our key
employees. Our future success will also depend in
part on our continuing ability to retain our key
personnel and senior executives and to attract
other highly qualified employees. We cannot assure
our continued success in attracting or retaining
highly qualified personnel.
WE RELY ON TRADE SECRETS, We rely on a combination of trade secrets,
PATENTS AND PROPRIETARY licenses, patents, and non-disclosure and
RIGHTS. confidentiality agreements to establish and
protect our proprietary rights in our products. We
cannot guarantee that our existing patents or any
future patents will not be challenged,
invalidated, or circumvented, or that our
competitors will not independently develop or
patent technologies that are substantially
equivalent or superior to our technology. We
cannot be sure that we will receive further patent
protection in Israel, the United States, or
elsewhere, for existing or new products or
applications. Even if we do secure further patent
protection, we cannot guarantee it will be
effective. In some countries, meaningful patent
protection is not available. We are not aware of
any infringement claims against us involving our
proprietary rights. Third parties may assert
infringement claims against us in the future, and
the cost of responding to such assertions,
regardless of their validity, could be
significant. In addition, such claims could be
found to be valid and result in large judgments
against us. Even if such claims are not valid, the
cost could be substantial to protect our patent
rights.
IT IS DIFFICULT TO We believe that our success is less dependent upon
PROTECT OUR the legal protection afforded by patent and other
PROPRIETARY RIGHTS. proprietary rights than on the knowledge, ability,
experience, and technological expertise of our
employees and our key suppliers. Our policy is to
have employees sign confidentiality agreements, to
have selected parties, including key suppliers,
sub-contractors, and distributors, sign
non-competition agreements, and to have third
parties that we deal with sign non-disclosure
agreements. Although we take precautionary
measures to protect our trade secrets, we cannot
guarantee that others will not acquire equivalent
trade secrets or steal our exclusive technology.
Moreover, we may not be able to meaningfully
protect our rights that are not protected by
patents.
WE RELY ON INTERNATIONAL Our printers and supplies are sold worldwide, with
SALES. revenues generated in various currencies. There
are a number of risks inherent in international
business activities, including unexpected changes
in regulatory requirements, political instability,
tariffs and other trade barriers, as well as the
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burdens of complying with different foreign laws.
To date, fortunately, these risks have not
materially affected our business or financial
situation. We cannot predict, however, when
exchange or price controls or other restrictions
on the conversion of foreign currencies could
impact our business.
CURRENCY FLUCTUATIONS Because we have revenues and expenses in various
ARE A RISK WE FACE ON currencies, including the U.S. dollar, the NIS,
A DAILY BASIS. and certain European currencies, our financial
results are subject to the effects of fluctuations
of foreign currency exchange rates. In the future,
currency fluctuations could hurt our
profitability. We do not hedge against
fluctuations in currency exchange rates, but we
may do so in the future.
ENVIRONMENTAL CONCERNS. We mix the ink used in our NUR Blueboard printers
with a methyl ethyl-ketone solvent. Methyl
ethyl-ketone solvent is a hazardous substance and
is subject to various government regulations
relating to its transfer, handling, packaging,
use, and disposal. We store the ink at warehouses
in Europe, the United States and Israel, and a
shipping company ships it at our direction. We
face potential responsibility for problems that
may arise when we ship the ink to customers. We
believe that we are in material compliance with
all applicable environmental laws and regulations.
If we fail to comply with these laws or an
accident involving our ink waste or methyl
ethyl-ketone solvent occurs then our business and
financial results could be adversely affected.
WE RELY ON GOVERNMENT GRANTS, We have been favorably affected by certain Israeli
TAX BENEFITS, AND OTHER and Belgian Government programs and tax
FUNDING FROM THIRD PARTIES. legislation principally related to research and
development and sales and marketing grants and
capital investment incentives. Our operations
could be adversely affected if these programs or
tax benefits are reduced or eliminated and not
replaced with equivalent programs or benefits, or
if our ability to participate in these programs
were significantly reduced. We cannot assure you
that such programs and tax legislation will
continue in the future or that the available
benefits will not be reduced or that we will
continue to meet the conditions to benefit from
such programs and legislation.
WE RECEIVE TAX BENEFITS Pursuant to the Law of Encouragement of Capital
FROM THE ISRAELI Investments, the Israeli government has granted
GOVERNMENT. "Approved Enterprise" status to some of our
production facilities. Consequently, these
facilities are eligible for certain tax benefits
for the first several years in which they generate
taxable income. If we fail to obtain additional
grants, or if
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our tax benefits are significantly reduced, our
financial condition could suffer.
WE MUST COMPLY WITH To receive grants and tax benefits, we must comply
CONDITIONS TO RECEIVE with a number of conditions. If we fail to comply
GRANTS AND TAX with these conditions, the grants and tax benefits
BENEFITS. that we receive could be partially or fully
canceled and we would be forced to refund the
amount of the canceled benefits received, adjusted
for inflation and interest. We believe that we
have operated and will continue to operate in
compliance with the required conditions, although
we cannot be sure. We further believe that the
likelihood is remote that we will be required to
refund grants or tax benefits that we receive from
the Israeli government, the Marketing Fund, and
under our "Approved Enterprise" status.
WE HAVE EXPERIENCED FINANCIAL In the past we experienced financial difficulties.
DIFFICULTIES IN THE PAST. As of December 31, 1996, we have written off $3.8
million due to outstanding debts owed to us by
Moshe Nur, our previous chairman of our board of
directors and former major shareholder, and
companies controlled by Mr. Nur. These companies
are now in various insolvency proceedings. The
written off debts resulted, in part, from
ineffective controls, which failed to prevent
unauthorized transactions and the misappropriation
of funds. These difficulties resulted in losses of
$10.1 million in the year ended December 31, 1996,
and reduced our shareholders' equity to
approximately $1.8 million at such date. In April
1997, Moshe Nur transferred control of the Company
and subsequently resigned from our board of
directors. We have reached a settlement agreement
resolving all outstanding material claims related
to the insolvency proceedings of Moshe Nur and his
companies. Despite this settlement, in the future
we may be exposed to claims arising from Moshe
Nur's actions. Liabilities arising from any such
claims and the cost to defend our company may be
substantial.
WE HAVE CHANGED OUR In April 1997, when Moshe Nur transferred control
LEADERSHIP AND HAVE LIMITED of Nur Macroprinters, we replaced most of the
MANAGEMENT RESOURCES TO members of our board of directors. We also made
MANAGE FUTURE GROWTH. several management changes at such time and
changed our Chief Financial Officer. Our recent
growth has placed, and will continue to place, a
significant strain on our management team,
facilities, and other resources. In order to
support our growth, our new leadership adopted
financial controls and reporting systems and
expanded our management, facilities, financial,
and other resources. To avoid any negative effects
on our business, we
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must successfully implement financial controls,
expand our manufacturing, sales, marketing, and
service organizations, and update our accounting,
operational, and management information systems.
Failure to do so effectively could have a material
adverse effect on our business and financial
results.
OUR OPERATING RESULTS TEND TO Our revenues may vary significantly from quarter
FLUCTUATE. to quarter as a result of, among other factors,
the timing of new product announcements and
releases by our competitors and us. We do not
typically have a material backlog of orders at the
beginning of each quarter. We generally ship and
record a significant portion of our revenues for
orders placed within the same quarter, primarily
in the last month of the quarter. We may not learn
of shortfalls in sales until late in, or shortly
after the end of, such fiscal period. As a result,
our quarterly earnings may be subject to
significant variations.
WE HAVE AN UNEVEN We have an uneven history of financial results. We
HISTORY OF FINANCIAL incurred an operating loss of approximately $0.32
RESULTS. million in 1991 and $0.22 million in 1992. In 1993
we made an operating profit for the first time,
earning approximately $0.04 million, which
increased to approximately $0.92 million in 1994,
and to $1.49 million in 1995. In 1996 we incurred
an operating loss of $9.2 million. In 1997 we
achieved an operating income of $0.91 million, in
1998 had an operating income of $2.38 million and
during the first nine months of 1999 had an
operating income of $5.84 million. We cannot
assure profitability in the future.
IMPORTANT FACILITIES AND Our most important facilities and operations and
OPERATIONS ARE LOCATED IN many of our subcontractors are located entirely in
ISRAEL. the State of Israel. Political and military
conditions in Israel directly affect operations.
Since Israel was established in 1948, a state of
hostility has existed, varying in degree and
intensity, between Israel and certain Arab
countries. Although Israel has entered into
agreements with some of these countries, the
Palestine Liberation Organization and the
Palestinian Authority, and the feuding parties
have signed various declarations in hopes of
resolving some of the hostilities, we cannot
predict the future of the volatile Middle East and
of Israel in particular. To date, Israel has not
entered into a peace treaty with Lebanon or Syria,
with whom Israel shares its northern borders, or
with certain other Arab countries with whom a
state of hostility exists. Any major hostilities
involving Israel, the Palestinian Authority, or
Arab countries in the Middle East could have a
serious negative impact on our business
12
<PAGE>
operations.
SOME OF OUR OFFICERS Furthermore, all nonexempt male adult citizens of
AND EMPLOYEES ARE ON Israel, including some of our officers and
MILITARY RESERVE. employees, are obligated to perform military
reserve duty and are subject to being called for
active duty under emergency circumstances. While
we have operated effectively under these
conditions in the past, we cannot predict the full
impact of such conditions on us in the future,
particularly if emergency circumstances occur.
WE ARE SENSITIVE TO ECONOMIC Inflation in Israel and devaluation of the NIS
CONDITIONS IN ISRAEL. have an impact on our financial results. Although
Israel has substantially reduced the rates of
inflation and devaluation in recent years, they
are still relatively high and we could experience
losses due to inflation or devaluation. If
inflation rates in Israel increase again and hurt
Israel's economy as a whole, our operations and
financial condition could be negatively impacted.
WE DO NOT KNOW THE Israeli law limits foreign currency
IMPACT OF RECENT POLICY transactions and transactions between Israeli and
CHANGES ON FOREIGN non-Israeli residents. The Controller of Foreign
CURRENCY TRANSACTIONS. Exchange at the Bank of Israel, through "general"
and "special" permits, may regulate or waive these
limitations. Until recently, transactions in
foreign currency were strictly regulated. In May
1998, the Bank of Israel liberalized its foreign
currency regulations by issuing a new "general
permit" pursuant to which foreign currency
transactions are generally permitted, although
certain restrictions still apply. Restricted
transactions include foreign currency transactions
by institutional investors, including futures
contracts by foreign residents for periods of more
than one month, and investments outside of Israel
by pension funds and insurers. Under the new
general permit, all foreign currency transactions
must be reported to the Bank of Israel. We cannot
currently assess what impact, if any, this
liberalization will have on us. We also cannot
predict its impact on the value of the NIS
compared to the dollar and the corresponding
effect on our financial statements.
SERVICE OF PROCESS AND We are organized under the laws of Israel and our
ENFORCEMENT OF JUDGMENTS. headquarters are in Israel. Certain of our
officers and directors reside outside of the
United States. Therefore, you may not be able to
enforce any judgment obtained in the U.S. against
us or any of such persons. You may not be able to
enforce civil actions under U.S. securities laws
if you file a lawsuit in Israel. However, we have
been advised by our
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<PAGE>
Israeli counsel that subject to certain
limitations, Israeli courts may enforce a final
judgment of an U.S. court for liquidated amounts
in civil matters after a hearing in Israel. If a
foreign judgment is enforced by an Israeli court,
it will be payable in Israeli currency.
WE ARE PREPARING FOR THE Many computer systems and software products will
YEAR 2000. not function properly commencing in the year 2000
due to a once-common programming standard that
represents years using only the last two-digits.
This is known as the Year 2000 problem. We have
finalized the process of upgrading our computers
to avoid any material complications due to the
Year 2000 problem. As part of this program, we
identified those systems and applications that
require modification, redevelopment or
replacement. We believe that we are Year 2000
compliant with respect to our internal systems and
our current products. Providing upgrades and
changes to our older products could cost up to
$15,000 in the aggregate. If we do not attain
compliance for our products in time to avoid
complications, we have a contingency plan in place
that we believe will protect our customers. We do
not believe that the failure of our vendors or
other third-party providers' systems to be Year
2000 compliant will have a materially negative
impact on our business.
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<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This reoffer prospectus, and the other reports we have filed from time
to time with the Securities and Exchange Commission, contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Forward-looking statements deal with our current plans,
intentions, beliefs and expectations and statements of future economic
performance. Statements containing terms like "believes," "does not believe,"
"plans," "expects," "intends," "estimates," "anticipates," and other phrases of
similar meaning are considered to imply uncertainty and are forward-looking
statements.
Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future periods to differ
materially from what is currently anticipated. We make cautionary statements
throughout this reoffer prospectus, including under "Risk Factors." You should
read these cautionary statements as being applicable to all related
forward-looking statements wherever they appear in this reoffer prospectus, the
materials referred to in this reoffer prospectus, the materials incorporated by
reference into this reoffer prospectus, and our press releases.
We cannot guarantee our future results, levels of activity, performance
or achievements. Neither we nor any other person assumes responsibility for the
accuracy and completeness of these statements.
We are under no duty to update any of the forward-looking statements
after the date of this reoffer prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of ordinary
shares by the selling security holders.
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<PAGE>
SELLING SECURITY HOLDERS
Our ordinary shares to which this reoffer prospectus relates are being
registered for reoffers and resales by the selling security holders, who
acquired or will acquire the ordinary shares pursuant to our stock option plans.
The selling security holders may resell all, a portion or none of such
ordinary shares from time to time. The table below sets forth with respect to
each selling security holder, based upon information available to us as of
December 6, 1999, the number of ordinary shares beneficially owned, the number
of ordinary shares registered by this reoffer prospectus and the number and
percent of outstanding ordinary shares that will be owned after the sale of the
registered ordinary shares assuming the sale of all of the registered ordinary
shares. The persons listed in the table are our employees or directors or
independent contractors who provide services to us.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OWNED AFTER
THE OFFERING (1) (2) THE OFFERING(1) (3)
-------------------------------- -----------------------
SHARES PERCENT SHARES OFFERED SHARES PERCENT
------- -------- -------------- ------ --------
<S> <C> <C> <C> <C> <C>
Purjes, Dan (4) 4,509,263(5) 36.6% 270,000 4,239,263 32.7%
Shachar, Erez(6) 326,668 2.7 365,000 50,000 *
Ben-Porat, Yoram(7) 253,108 2.2 37,000 228,442 *
Sarig, Ehud (8) 133,039 1.1 8,039 125,000 *
Weisman, Scott(9) 131,169 1.1 50,000 81,169 *
Hussey, Robert(10) 90,000 * 20,000 70,000 *
Noy, Amir(11) 65,000 * 85,000 10,000 *
Kremer, Hilel(12) 41,666 * 100,000 0 *
Israeli, Eyal(13) 33,334 * 35,000 10,000 *
Padan, Eitan (8) 25,000 * 25,000 0 *
Berenson, Robert(10) 20,000 * 20,000 0 *
Ferber, Roni (14) 19,000 * 19,000 0 *
Wilimovski, Yoram 19,667(15) * 13,000(16) 6,667(17) *
Weinrab, Efi (8) 16,000 * 6,000 10,000 *
Agam, Mony (8) 14,000 * 14,000 0 *
Chaufon, Hugo (10) 8,333 * 8,333 0 *
Ronen, Itzik (8) 5,500 * 1,500 4,000 *
</TABLE>
- ----------------------------
* Less than 1%
(1) As used in this table, "beneficial ownership" means the sole or shared
voting and investment power of ordinary shares. Unless otherwise
indicated, each selling security holder listed below has sole voting
and investment power with respect to the ordinary shares indicated as
beneficially owned thereby. A person is deemed to have "beneficial
ownership" of any ordinary shares that such person has a right to
acquire within sixty days of the date of this reoffer prospectus. In
accordance with Rule 13d-3 of the Exchange Act, any ordinary shares
that any selling security holder has the right to acquire within sixty
days of the date of this reoffer prospectus are deemed to be
outstanding for the purpose of computing the beneficial ownership
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<PAGE>
percentage of such selling security holder, but have not been deemed
outstanding for the purpose of computing the percentage for any other
selling security holder.
(2) These ordinary shares include up to an aggregate of 901,503 ordinary
shares which may be acquired by the selling security holders within
sixty days of the date of this reoffer prospectus upon the exercise of
options granted under our stock option plans and up to an aggregate of
418,199 ordinary shares which may be acquired by the selling security
holders within sixty days of the date of this reoffer prospectus upon
the exercise of warrants granted by us.
(3) With respect to the selling security holders, it has been assumed that
all ordinary shares so offered will be sold. These ordinary shares
include up to an aggregate of 418,199 ordinary shares which may be
acquired by the selling security holders within sixty days of the date
of this reoffer prospectus upon the exercise of warrants granted by us.
(4) Dan Purjes is the chairman of our board of directors.
(5) Dan Purjes has sole voting and investment power with respect to
3,984,899 of these ordinary shares and shared voting and investment
power with various individuals and entities with respect 524,364 of
these ordinary shares.
(6) Erez Shachar is our president, chief executive officer and one of our
directors.
(7) Yoram Ben-Porat is one of our directors, the president and a director
of Nur Media Solutions S.A., a subsidiary of ours, previously named Nur
International S.A., and was the president and a director of Nur
Advanced Technologies (Europe) S.A., a subsidiary of ours, until 1998.
(8) One of our employees.
(9) Scott Weisman is a former director of ours.
(10) One of our directors.
(11) Amir Noy is the managing director of Nur Asia Pacific Ltd., a
subsidiary of ours, and was our vice president of marketing until
March, 1999.
(12) Hilel Kremer is our chief financial officer and secretary.
(13) Eyal Israeli is our vice president of operations.
(14) Roni Ferber is a former director of ours.
(15) Yoram Wilimovski holds 14,667 of these ordinary shares as trustee for
Ronen Wolfgor, one of our employees, and holds 5,000 of these ordinary
shares as trustee for Vardi Gavriel, one of our employees.
(16) Yoram Wilimovski is offering 8,000 of these ordinary shares as trustee
for Ronen Wolfgor, and is offering 5,000 of these ordinary shares as
trustee for Vardi Gavriel.
(17) After this offering, Yoram Wilimovski will hold these ordinary shares
as trustee for Ronen Wolfgor.
The information provided in the table above with respect to the selling
security holders has been obtained from such selling security holders.
Except as otherwise disclosed above or in documents incorporated herein
by reference, the selling security holders have not within the past three years
had any position, office or other material relationship with our company.
Because the selling security holders may sell all or some portion of the
ordinary shares beneficially owned by them, only an estimate (assuming the
selling security holders sells all of the shares offered hereby) can be given as
to the number of ordinary shares that will be beneficially owned by the selling
security holders after this offering. In addition, the selling security holders
may have sold, transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time or from time to time since the dates on which
they provided the information regarding the ordinary shares beneficially owned
by them, all or a portion of the ordinary shares beneficially owned by them in
transactions exempt from the registration requirements of the Securities Act.
17
<PAGE>
PLAN OF DISTRIBUTION
This reoffer prospectus covers the sale of ordinary shares by the
selling security holders. As used herein, "selling security holders" include
donees, pledgees, transferees or other successors in interest selling shares
received from a selling security holder after the date of this reoffer
prospectus as a gift, pledge, partnership distribution or other non-sale related
transfer. Any distribution of any such securities by the selling security
holders in interest may be effected from time to time in one or more of the
following transactions:
- to underwriters who will acquire securities for their
own account and resell them in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale (any public offering price and any discount or
concessions allowed or reallowed or paid to dealers may change
from time to time);
- through brokers, acting as principal or agent, in transactions
(which may involve block transactions) on the Nasdaq National
Market or on such other market or exchange on which the
securities are then listed, in special offerings, exchange
distributions pursuant to the rules of the applicable
exchanges or in the over-the-counter market or otherwise, at
market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices
or at fixed prices;
- directly or through brokers or agents in private sales at
negotiated prices;
- through put or call options transactions relating to the
ordinary shares, or through short sales of ordinary shares at
market prices prevailing at the time of sale or at negotiated
prices; or
- by any other legally available means.
We will not receive any proceeds from the sale of the ordinary shares.
The aggregate proceeds to the selling security holders from the securities
offered hereby will be the offering price less applicable commissions or
discounts, if any. We do not know if the selling security holders will sell any
of the securities offered hereby.
The selling security holders and such underwriters, brokers, dealers or
agents, upon effecting a sale of securities, may be considered "underwriters" as
that term is defined in the Securities Act. The selling security holders will be
subject to the reoffer prospectus delivery requirements because the selling
security holders may be deemed to be "underwriters" within meaning of Section
2(a)(11) of the Securities Act. Sales effected through agents, brokers or
dealers will ordinarily involve payment of customary brokerage commissions
although some brokers or dealers may purchase such securities as agents for
others or as principals for their own account (compensation as to a particular
broker-dealer might be in excess of customary commissions). The selling security
holders will pay any sales commissions or similar selling expenses applicable to
the sale of ordinary shares. A portion of any proceeds of sales and discounts,
commissions or other sellers' compensation may be deemed to be underwriting
compensation for purposes of the Securities Act.
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<PAGE>
Selling security holders also may resell all or a portion of the
ordinary shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of such rule.
Pursuant to applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the securities offered hereby may not
simultaneously engage in market activities for the ordinary shares for a period
of five business days prior to the commencement of such distribution. In
addition, each selling security holder and any other person who participates in
a distribution of the securities will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M,
which provisions may limit the timing of purchases and may affect the
marketability of the securities and the ability of any person to engage in
market activities for the ordinary shares.
At the time a particular offering of securities is made, to the extent
required, a reoffer prospectus supplement will be distributed which will set
forth the number of securities being offered and the terms of the offering,
including the purchase price or the public offering price, the name or names of
any underwriters, dealers or agents, the purchase price paid by any underwriters
for securities purchased from the selling security holders, any discounts,
commissions and other items constituting compensation from the selling security
holders and any discounts, commissions or concessions allowed or reallowed or
paid to dealers. In addition, we will file a supplement to this reoffer
prospectus upon a selling security holder notifying us that a donee, pledgee,
transferee or other successor-in-interest intends to sell more than 500 shares.
In order to comply with the securities laws of certain states, if
applicable, the securities will be sold in such jurisdictions, if required, only
through registered or licensed brokers or dealers. In addition, in certain
states the securities may not be sold unless the securities have been registered
or qualified for sale in such state or an exemption from registration or
qualification is available and the conditions of such exemption have been
satisfied.
We have agreed that we will bear all costs, expenses and fees in
connection with the registration or qualification of the ordinary shares under
federal and state securities laws. We and each selling security holder have
agreed to indemnify each other and certain other persons against certain
liabilities in connection with the offering of the securities, including
liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the ordinary shares offered hereby will be passed upon
for Nur Macroprinters by Shimonov Barnea & Co.
EXPERTS
The consolidated financial statements of us and our subsidiaries as of
December 31, 1997 and 1998 and for each of the three years in the period ended
December 31, 1998 in this reoffer prospectus from our Annual Report on Form 20-F
have been so incorporated by reference in reliance on the report of Kost Forer &
Gabbay (a member of Ernst & Young International),
19
<PAGE>
independent accountants, and Willy Knyrim, independent accountant, which reports
are incorporated by reference, given on the authority of said firm as experts in
auditing and accounting.
SEC POSITION ON INDEMNIFICATION FOR SECURITES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by one of our directors, officers or
controlling persons in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
20
<PAGE>
================================================================================
No dealer, salesperson or other person is authorized to give any
information or represent anything not contained in this prospectus. This
prospectus does not offer to sell or buy any shares in any jurisdiction
where it is unlawful. The information in this prospectus is current only as
of its date.
1,076,872
NUR MACROPRINTERS LTD.
ORDINARY SHARES
---------------
REOFFER PROSPECTUS
---------------
December 10, 1999
================================================================================
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Nur Macroprinters Ltd. ("Nur
Macroprinters") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference to this Registration Statement:
(a) Nur Macroprinters' Annual Report on Form 20-F for the fiscal
year ended December 31, 1998 as filed with the Commission on
May 4, 1999;
(b) Nur Macroprinters' Current Reports on Form 6-K filed with the
Commission on January 27, 1999, February 26, 1999, March 2,
1999, April 27, 1999, May 13, 1999, August 12, 1999, and
November 5, 1999 (as amended on November 15, 1999); and
(c) The description of Nur Macroprinters' ordinary shares
contained in the registration statements under the Exchange
Act on Form 8-A as filed with the Commission on July 25, 1995
and September 15, 1995, and including any subsequent amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by Nur Macroprinters pursuant to
Sections 13(a), 13(c) and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nur Macroprinters's Articles of Association, Nur
Macroprinters may indemnify its Office Holders, as defined in the Israeli
Companies Ordinance (New Version), 1983 (the "Israeli Companies Ordinance") for
(a) any monetary obligation imposed upon them for the benefit of a third party
by a judgment, including a settlement approved by Nur Macroprinters or an
arbitration decision certified by court, as a result of an act or omission of
such person in his capacity as an Office Holder and (b) reasonable litigation
expenses, including legal fees, incurred by such Office Holder or which he is
obligated to pay, in proceedings brought against him by or on behalf of Nur
Macroprinters or by others, or in connection with criminal proceedings in which
he was acquitted, in each case relating to acts or omissions of such person in
his capacity of Office Holder of Nur Macroprinters. The Israeli Companies
Ordinance defines "Office Holder" to include directors, managing director,
general manager, chief executive officer, executive vice president, vice
president, other manager directly
II-1
<PAGE>
subordinate to the managing director and any person assuming the
responsibilities of the foregoing positions without regard to such person's
title.
In addition, pursuant to the Israeli Companies Ordinance,
indemnification of, and procurement of insurance coverage for, an Office Holder
of Nur Macroprinters is permitted if it is permitted by Nur Macroprinters's
Articles of Association and if it is approved by Nur Macroprinters's Audit
Committee and Board of Directors. Nur Macroprinters's Articles of Association
permit such indemnification and procurement of insurance coverage. In certain
circumstances, the Israeli Companies Ordinance also requires approval of such
indemnification and insurance by Nur Macroprinters's shareholders. The approval
of indemnification agreements and procurement of insurance for all of Nur
Macroprinters's directors will require shareholder approval. In addition, the
approval of indemnification and procurement of insurance for certain directors
who may be deemed to hold 25% or more of the share capital of Nur Macroprinters
requires the consent of disinterested shareholders subject and pursuant to the
Israeli Companies Ordinance.
Nur Macroprinters has purchased directors' and officers' liability
insurance policy insuring its Office Holders with respect to those matters
permitted by the Israeli Companies Ordinance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The securities that are to be reoffered or resold pursuant to this
registration statement were issued to employees of Nur Macroprinters pursuant to
employee benefit plans maintained by Nur Macroprinters in transactions that were
exempt from registration under the Securities Act pursuant to Section 4(2)
thereto and/or Rule 701 thereunder.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER NAME
- ------- ----
4.1 Specimen Certificate for ordinary shares.(1)
4.2 1995 Flexible Stock Incentive Plan.(1)
4.3 Amendment to Flexible Stock Incentive Plan.(2)
4.4 1997 Stock Option Plan.(3)
4.5 1998 Non-Employee Director Share Option Plan.(4)
5.1 Opinion of Shimonov Barnea & Co.
23.1 Consent of Kost Forer & Gabbay
23.2 Consent of Willy Knyrim
23.3 Consent of Shimonov Barnea & Co. (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page).
II-2
<PAGE>
- ----------------------
1/ Previously filed with the Commission on July 25, 1995 as part of Nur
Macroprinters' Registration Statement (File No. 33-93160) on Form F-1
and incorporated by reference herein.
2/ Previously filed with the Commission on February 23, 1999 as part of
Nur Macroprinters' Amendment No. 1 to Form F-1 on Form F-1/A (File No.
333-66103) and incorporated by reference herein.
3/ Previously filed with the Commission on May 4, 1999 as part of Nur
Macroprinters' Annual Report on Form 20-F for the year ended December
31, 1997 and incorporated by reference herein.
4/ Previously filed with the Commission on November 13, 1998 as part of
Nur Macroprinters' Report Form 6-K and incorporated by reference
herein.
ITEM 9. UNDERTAKINGS
(a) The undersigned Nur Macroprinters hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any reoffer prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the reoffer prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of reoffer
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set for the in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or provided to the
Commission by Nur Macroprinters pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Nur Macroprinters hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
Nur Macroprinters's annual
II-3
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report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Nur Macroprinters pursuant to the foregoing provisions, or otherwise, Nur
Macroprinters has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Nur Macroprinters of
expenses incurred or paid by a director, officer or controlling person of Nur
Macroprinters in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, Nur Macroprinters will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Nur
Macroprinters certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The State of Israel, on November 18, 1999.
NUR MACROPRINTERS LTD.
By: /s/ Erez Shachar
---------------------------------------
Erez Shachar
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Erez Shachar his or her true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
Registration Statement together with all schedules and exhibits thereto,(ii) act
on, sign and file with the Securities and Exchange Commission any registration
statement relating to this Offering that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, (iii) act on, sign
and file with the Securities and Exchange Commission any exhibits to such
registration statement or pre-effective or post-effective amendments, (iv) act
on, sign and file such certificates, instruments, agreements and other documents
as may be necessary or appropriate in connection there with, (v) act on and file
any supplement to any reoffer prospectus included in this registration statement
or any such amendment and (vi) take any and all actions which may be necessary
or appropriate in connection therewith, granting unto such agents, proxies and
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing necessary or appropriate to be done (including any
reoffer prospectus included in this registration statement), as fully for all
intents and purposes as he or she might or could do in person, hereby approving,
ratifying and confirming all that such agents, proxies and attorneys-in-fact,
any of them or any of his, her or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE OF CAPACITIES DATE
--------- ------------------- ----
<S> <C> <C>
/s/ Dan Purjes Chairman of the Board of Directors November 18, 1999
- ----------------------
Dan Purjes
/s/ Erez Shachar President and Chief Executive Officer November 18, 1999
- ---------------------- and Director
Erez Shachar
/s/ Hilel Kremer Chief Financial Officer and Secretary November 18, 1999
- ----------------------
Hilel Kremer
/s/ Yoram Ben-Porat Director November 18, 1998
- ----------------------
Yoram Ben-Porat
/s/ Robert L. Berenson Director November 18, 1999
- ----------------------
Robert L. Berenson
/s/ Robert F. Hussey Director November 18, 1999
- ----------------------
Robert F. Hussey
/s/ Hugo Chaufon Director November 18, 1999
- ----------------------
Hugo Chaufon
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER NAME
------- ----
4.1 Specimen Certificate for ordinary shares.(1)
4.6 1995 Flexible Stock Incentive Plan.(1)
4.7 Amendment to Flexible Stock Incentive Plan.(2)
4.8 1997 Stock Option Plan.(3)
4.9 1998 Non-Employee Director Share Option Plan.(4)
5.1 Opinion of Shimonov Barnea & Co.
23.1 Consent of Kost Forer & Gabbay.
23.2 Consent of Willy Knyrim.
23.3 Consent of Shimonov Barnea & Co. (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
- ---------------------
1/ Previously filed with the Commission on July 25, 1995 as part of Nur
Macroprinters' Registration Statement (File No. 33-93160) on Form F-1
and incorporated by reference herein.
2/ Previously filed with the Commission on February 23, 1999 as part of
Nur Macroprinters' Amendment No. 1 to Form F-1 on Form F-1/A (File No.
333-66103) and incorporated by reference herein.
3/ Previously filed with the Commission on May 4, 1999 as part of Nur
Macroprinters' Annual Report on Form 20-F for the year ended December
31, 1997 and incorporated by reference herein.
4/ Previously filed with the Commission on November 13, 1998 as part of
Nur Macroprinters' Report Form 6-K and incorporated by reference
herein.
<PAGE>
Exhibit 5.1
[LETTERHEAD OF SHIMONOV BARNEA & CO.]
December 9, 1999
Nur Macroprinters Ltd.
5 David Navon Street
Magsimim
Israel
Re: Nur Macroprinters Ltd. -- Registration Statement on Form S-8
------------------------------------------------------------
Dear Sirs:
We have acted as special Israeli counsel for Nur Macroprinters Ltd., an
Israeli company (the "CORPORATION"), in connection with the preparation and
filing under the United States Securities Act of 1933, as amended (the "ACT"),
of a registration statement on Form S-8 (the "REGISTRATION STATEMENT") with the
Securities and Exchange Commission in connection with up to 2,950,000 Ordinary
Shares par value NIS 1.0 each of the Corporation issued and issuable upon
exercise of options issued by the Corporation to past and present employees,
consultants and directors of the Corporation pursuant to the Corporation's 1995,
1997 and 1998 stock option plans, as amended (the "OPTION SHARES").
As such special counsel, we have examined originals and copies,
certified or otherwise identified to our satisfaction, of all such agreements,
certificates and other statements of the Corporation's officers and other
representatives, and other documents as we have deemed necessary as a basis for
this opinion. In our examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity with the originals of all documents submitted to us as copies. We
have, when relevant facts material to our opinion were not independently
1 of 2
<PAGE>
established by us, relied, to the extent we deemed such reliance proper, upon
written or oral statements of officers and other representatives of the
Corporation.
In giving the opinion expressed herein, no opinion is expressed as to
the laws of any jurisdiction other than the State of Israel.
Based upon and subject to the foregoing, we are of the opinion that:
(i) the 2,828,461 Option Shares that have not yet been issued,
have been duly authorized for issuance by the Corporation, and
upon issuance and delivery against payment therefor, will be
validly issued, fully paid and non-assessable.
(ii) The 121,539 Option Shares listed in the Selling Security
Holders table of the re-offer prospectus included in the
Registration Statement, are validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
references to our name under the headings "Legal Matters" in the Registration
Statement.
Very truly yours,
/s/Shimonov Barnea & Co.
Shimonov Barnea & Co.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employees' Stock Option Plans and Non-Employee
Director Share Option Plan of Nur Macroprinters of our report dated March 1,
1999, with respect to the consolidated financial statements of Nur
Macroprinters in its Annual Report (Form 20-F) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
Yours truly,
Tel-Aviv, Israel /s/ Kost Forer & Gabbay
December 6, 1999 -----------------------------
Kost Forer & Gabbay
A member of Ernst & Young
International
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report dated April 21, 1999 of Nur
Macroprinter Ltd. in its Registration Statement on Form S-8 filed with the
Securities and Exchange Commission and pertaining for the registration of
2,950,000 Ordinary Shares of Nur Macroprinters Ltd. issuable upon exercise of
options available for grant under its 1995 Flexible Stock Incentive Plan, 1997
Stock Option Plan and 1998 Non-Employee Director Share Option Plan.
Kost, Germany /s/ Willy Knyrim
November 30, 1999 --------------------------
Willy Knyrim
