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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
NUR MACROPRINTERS LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------------
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)
---------------------
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)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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
- ----------------------------------------- -------------------- -------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Ordinary shares,
NIS 1.0 nominal value per share 1,998,697 shares $10.75 (2) $21,485,992 (2) $5,672.31
- ----------------------------------------- -------------------- -------------------- -------------------- -------------------
Ordinary shares,
NIS 1.0 nominal value per share (3) 6,464,476 shares $0 $0 $0
- ----------------------------------------- -------------------- -------------------- -------------------- -------------------
- ----------------------------------------- -------------------- -------------------- -------------------- -------------------
Total ordinary shares,
NIS 1.0 nominal value per share (4) 8,463,173 shares -- -- $5,672.31
- ----------------------------------------- -------------------- -------------------- -------------------- -------------------
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(1) Pursuant to Rule 416, this registration statement shall be deemed to cover
an indeterminate number of additional ordinary shares 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(c), the proposed maximum offering price per ordinary
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
asked price of the ordinary shares on the Nasdaq National Market on
December 3, 1999.
(3) Pursuant to Rule 429, these 6,464,476 ordinary shares are being carried
forward from a Registration Statement on Form F-1 (No. 333-66103) along
with filing fees of $5,503.21 associated with such securities that were
previously paid with the F-1 Registration Statement, as amended.
(4) Including 705,000 ordinary shares underlying warrants.
PURSUANT TO RULE 429 OF THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED AS A PART OF THIS REGISTRATION STATEMENT ALSO RELATES TO A
REGISTRATION STATEMENT ON FORM F-1 (NO. 333-66103).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED DECEMBER 10, 1999
PROSPECTUS
8,463,173
NUR MACROPRINTERS LTD.
ORDINARY SHARES
-----------------
The selling security holders identified in this prospectus are offering
up to 8,463,183 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 the Nasdaq National Market 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 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.
-----------------
INVESTING IN OUR ORDINARY SHARES INCLUDES RISKS. FOR MORE INFORMATION,
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 6.
-----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------
The date of this prospectus is December __, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
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PAGE
<S> <C>
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.........................................................22
Legal Matters................................................................23
Experts......................................................................23
SEC Position on Indemnification for Securities Act Liabilities...............24
</TABLE>
You should rely only on the information incorporated by reference or
provided in this 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 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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<PAGE>
INCORPORATED DOCUMENTS
The Securities and Exchange Commission allows us to "incorporate by
reference" information into this 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 prospectus, except for any information superseded by this 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 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 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 prospectus.
3
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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
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 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 operations, we
will require additional funds, to be raised
WE NEED TO RAISE MORE through public or private financing of debt
MONEY TO SUCCESSFULLY or equity, to ensure our ability to maintain
RUN OUR BUSINESS. 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 SUBJECT principal products, the NUR Blueboard
TO RAPID TECHNOLOGICAL CHANGE. printers and the NUR Fresco printer. Rapid
changes in 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
OUR SUCCESS DEPENDS ON first nine months of 1999, we invested
THE RESEARCH AND approximately $5.03 million and $3.7
DEVELOPMENT OF NEW respectively, in research and development
PRODUCTS. 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 and development. Our business could
seriously suffer if we fail to anticipate or
respond adequately to changes in technology
and customer preferences, or if our products
are delayed in their development or
introduction. Other events beyond our
control
6
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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
NUR FRESCO, IS STILL IN 1999 and is still in beta testing. Much of
BETA TESTING. our 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
WILL MAKE SIGNIFICANT ROYALTY a certain drop-on-demand inkjet technology
PAYMENTS. suitable 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
SUPPLIERS AND SUBCONTRACTORS. ink-jets used in our NUR Blueboard printers
from one 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
IMAJE IS OUR ONLY supplies late. If these sole suppliers
SUPPLIER OF INK AND INK- experience any problem that results in
JETS FOR THE NUR production delays, our sales to new
BLUEBOARD PRINTERS. customers and existing customers that rely
on our ink and/or ink-jet components to
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
SUBCONTRACTORS. our 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
7
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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 of our current printers and any
products we develop in the future. We
compete against several companies that
market digital printing systems based on
WE HAVE NUMEROUS electrostatic, drop-on-demand inkjet,
COMPETITORS IN THE airbrush, and other technologies. We also
MARKET FOR OUR PRINTERS. 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
COMPETITION IN THE manufacturers in the market for printer
MARKET FOR PRINTING supplies, in particular, the inks we supply.
SUPPLIES. In 1998 and during the first 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 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
EMPLOYEES. upon 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 PROTECT We believe that our success is less
OUR PROPRIETARY RIGHTS. dependent upon the legal protection afforded
by patent and other 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 SALES. Our printers and supplies are sold
worldwide, with 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
ARE A RISK WE FACE ON A various currencies, including the U.S.
DAILY BASIS. dollar, the NIS, 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 We have been favorably affected by certain
GRANTS, TAX BENEFITS, AND OTHER Israeli and Belgian Government programs and
FUNDING FROM THIRD PARTIES. tax 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
FROM THE ISRAELI Capital Investments, the Israeli government
GOVERNMENT. has granted "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
CONDITIONS TO RECEIVE comply with a number of conditions. If we
GRANTS AND TAX BENEFITS. fail to comply with these conditions, the
grants and tax 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 In the past we experienced financial
FINANCIAL DIFFICULTIES IN THE difficulties. As of December 31, 1996, we
PAST. 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
LEADERSHIP AND HAVE LIMITED control of Nur Macroprinters, we replaced
MANAGEMENT RESOURCES TO most of the members of our board of
MANAGE FUTURE GROWTH. directors. We also made 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
11
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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
FLUCTUATE. quarter 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
HISTORY OF FINANCIAL results. We incurred an operating loss of
RESULTS. approximately $0.32 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
OPERATIONS ARE LOCATED IN and many of our subcontractors are located
ISRAEL. entirely in 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 AND Furthermore, all nonexempt male adult
EMPLOYEES ARE ON citizens of Israel, including some of our
MILITARY RESERVE. officers and 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
CONDITIONS IN ISRAEL. NIS 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
CHANGES ON FOREIGN Israeli and non-Israeli residents. The
CURRENCY TRANSACTIONS. Controller of Foreign 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
ENFORCEMENT OF JUDGMENTS. and our 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
13
<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
YEAR 2000. will 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.
14
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This 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 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 prospectus, the materials referred to in
this prospectus, the materials incorporated by reference into this 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 prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of ordinary
shares by the selling security holders.
15
<PAGE>
SELLING SECURITY HOLDERS
Our ordinary shares to which this prospectus relates are being
registered for resales by the selling security holders.
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 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.
<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% 724,119(6) 270,000 2.1%
WBM I LLC(7) 2,918,780 25.1 2,918,780 0 *
Isal Amlat Investment (1993) Ltd. 715,700 6.1 675,000(6) 40,700 *
J. Partners, L.P.(8) 451,200 3.9 451,200 0 *
Shachar, Erez(9) 326,668 2.7 50,000 276,668 2.2
Ben-Porat, Yoram(10) 253,108 2.2 228,442 24,666 *
Carafe Investment Co. Ltd. 250,000 2.2 250,000 0 *
Omotsu Holdings Limited 250,000 2.2 250,000 0 *
Fuchs, David(11) 206,500 1.7 65,000(6) 141,500 1.1
Purjes, Esther 200,000 1.7 200,000 0 *
Horizon Fund Ltd. 171,240 1.5 171,240 0 *
Clalit Capital Fund L.P. 150,000 1.3 150,000 0 *
Trefoil Israel Investments, L.L.C. 150,000 1.3 150,000 0 *
Weisman, Scott(12) 131,169 1.1 31,169(6) 100,000 *
Owesh, Tajunnisa 125,000 1.1 125,000 0 *
Hussey, Robert F.(13) 90,000 * 70,000 20,000 *
Margolin, Michael & Shoshana 85,664 * 85,664 0 *
Gross, Joy 75,000 * 75,000 0 *
Dovrat & Co. Ltd. 75,000 * 75,000(6) 0 *
Zevi, Ron(14) 69,731 * 69,731 0 *
Noy, Amir(15) 65,000 * 10,000 55,000 *
Sheib, Fredda 65,000 * 65,000 0 *
Gelman, Gary 60,000 * 60,000 0 *
JLR Profit Sharing Plan C FBO Dan Purjes(4) 55,000 * 55,000 0 *
Davis, Peter S. 50,000 * 50,000 0 *
DeGennaro, Ruth B. 50,000 * 50,000 0 *
Duggal, Baldev 50,000 * 50,000 0 *
Eastlane Corporation Ltd. 50,000 * 50,000 0 *
First Comet Corporation 50,000 * 50,000 0 *
Holistica International Ltd. 50,000 * 50,000 0 *
Ornstein, Richard 50,000 * 50,000 0 *
</TABLE>
16
<PAGE>
<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>
Josephthal & Co. Inc.(16) 35,664 * 35,664 0 *
Israeli, Eyal(17) 33,334 * 10,000 23,334 *
Grotenstein, Alan 30,000 * 30,000 0 *
Fitzgerald, Paul 29,546 * 29,546(6) 0 *
Rice, Lawrence R. 27,516 * 27,516(6) 0 *
Sheib, James C. 26,000 * 25,000 1,000 *
Berman, Michael 25,000 * 25,000 0 *
Birn, Dora 25,000 * 25,000 0 *
Dorigol, S.A. 25,000 * 25,000 0 *
Heymann, Jerry 25,000 * 25,000 0 *
Padan, Uzi 25,000 * 25,000 0 *
Purjes, Esther IRA Delaware Charter 25,000 * 25,000 0 *
Trokel, Michael 25,000 * 25,000 0 *
Vitullo, Mary & Purjes, Dan(4)(18) 25,000 * 25,000 0 *
Wagner, George P. Jr. 25,000 * 25,000 0 *
Dovrat, Shrem Skies Fund Ltd. 22,830 * 22,830 0 *
Dovrat, Shrem Rainbow Fund, Ltd. 20,930 * 20,930 0 *
Roden, Charles 20,180 * 20,180(6) 0 *
Ben-Moshe, Boaz & Susan 20,000 * 20,000 0 *
Card, H.W. III 20,000 * 20,000 0 *
Card, H.W., Jr. & Card, Garrison Good 20,000 * 20,000 0 *
Darbyshire, Christopher 20,000 * 20,000 0 *
Gell, Brian D. 20,000 * 20,000 0 *
Murphy, William F. 20,000 * 20,000 0 *
Ordinance Capital, L.P. 20,000 * 20,000 0 *
Stein, Raymond 20,000 * 20,000 0 *
Trokel, Stephen L. 20,000 * 20,000 0 *
Wiener, David M. 20,000 * 20,000 0 *
Chenes, Charles A. 15,000 * 15,000 0 *
JLR Profit Sharing Plan C FBO Frank Garriton 15,000 * 15,000 0 *
Purjes, Dan, Custodian for UGMA Lianna * 15,000 0
Purjes(19) 15,000 *
Zamir & Barak 15,000 * 15,000 0 *
Goodfriend, David 14,500 * 14,500 0 *
Bailey-Beck, Adriane & Purjes, Dan(4)(20) 12,500 * 12,500 0 *
Chnapko, Michelle 12,500 * 12,500 0 *
Friedland, Stephen 12,500 * 12,500 0 *
Jacob, Varughese & Leela 12,500 * 12,500 0 *
Khan, Khurshid 12,500 * 12,500 0 *
The Shaar Fund Ltd. 12,500 * 12,500 0 *
Cohen, Morris 10,000 * 10,000 0 *
Colbert, James IRA 10,000 * 10,000 0 *
Handa, Sameer 10,000 * 10,000 0 *
Lowe, James F. 10,000 * 10,000 0 *
</TABLE>
17
<PAGE>
<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>
Mahtani, Gordan G. 10,000 * 10,000 0 *
Morgan, John R. 10,000 * 10,000 0 *
Naz, Mohammad & Rasheeda 10,000 * 10,000 0 *
Patel, Chandu & Kala 10,000 * 10,000 0 *
Rao, Sanjeeva 10,000 * 10,000 0 *
Weisner, Gary 10,000 * 10,000 0 *
Palma, Susan 9,500 * 9,500 0 *
Balk, Matthew 8,843 * 8,843(6) 0 *
Miakinkoff, Regina 8,000 * 8,000 0 *
Casajuana, Simon(21) 8,000 * 5,000 0 *
Sheib, Peter, Estate of 7,549 * 7,549(6) 0 *
HSB Capital 7,500 * 7,500 0 *
JLR Profit Sharing Plan C FBO Ursula D. Mell 7,500 * 7,500 0 *
Mayer, Charles 7,000 * 7,000 0 *
Porush, Naftali & Elaine 7,000 * 7,000 0 *
Porush, Naomi 7,000 * 7,000 0 *
Sectal Capital Markets, Ltd. 6,400 * 6,400(6) 0 *
Antoniades, Adam 5,000 * 5,000 0 *
Bear Stearns Securities Corp. FBO Cindy 5,000 * 5,000 0 *
Cerruto IRA
Bear Stearns Securities Corp. FBO James Welton 5,000 * 5,000 0 *
IRA
Bear Stearns Securities Corp. FBO James Zogby 5,000 * 5,000 0 *
IRA
Block Reed, Annmary 5,000 * 5,000 0 *
Continental Stock Transfer Corp. 5,000 * 5,000 0 *
Dransfield, Mark 5,000 * 5,000 0 *
Hawryluk, James B. 5,000 * 5,000 0 *
JLR Profit Sharing Plan C FBO Anthony Guzzi 5,000 * 5,000 0 *
JLR Profit Sharing Plan C FBO Ralph DeMarco 5,000 * 5,000 0 *
JLR Profit Sharing Plan C FBO Raymond A. Mando 5,000 * 5,000 0 *
JLR Profit Sharing Plan C FBO Salvatore Agosta 5,000 * 5,000 0 *
Menikdiwela, Gayathri 5,000 * 5,000 0 *
Relyea, William 5,000 * 5,000(6) 0 *
Shaw, Larry & Winstead, Dennis 5,000 * 5,000 0 *
Sheib, Fredda Custodian for Benjamin Kohn 5,000 * 5,000 0 *
Volpe, Michael 5,000 * 5,000 0 *
Larkin, Sherwood P. 4,435 * 4,435(6) 0 *
JLR Profit Sharing Plan C FBO Robert N. Martz 3,500 * 3,500 0 *
</TABLE>
18
<PAGE>
<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>
Arvai, Emilia M. 3,000 * 3,000 0 *
Bailey-Beck, Adriane IRA 3,000 * 3,000 0 *
Bear Stearns Securities Corp. FBO Robert 3,000 * 3,000 0 *
Housner IRA
Futernik, Alexander 3,000 * 3,000 0 *
JLR Profit Sharing Plan C FBO Kenneth P. 3,000 * 3,000 0 *
Cerruto
Mench, James Frederick & Dorothy 3,000 * 3,000 0 *
Messing, Andrew 3,000 * 3,000 0 *
Pallen, Glenn F. IRA Rollover 3,000 * 3,000 0 *
Loew, Michael 2,996 * 2,996(6) 0 *
Caparelli, Richard F. 2,000 * 2,000 0 *
Chapman, Sandra L. 2,000 * 2,000 0 *
Sugarhouse Follies Inc.(22) 2,000 * 2,000 0 *
Satloff, Averell W. 1,528 * 1,528(6) 0 *
Zimmerman, Bernard 1,500 * 1,500 0 *
Malone, Ena 500 * 500 0 *
White, Laurence 330 * 330 0 *
Borgman, Lawrence 156 * 156(6) 0 *
Burke, Dennis 156 * 156(6) 0 *
Kowitski, Steven 156 * 156(6) 0 *
Guzzi, Anthony 67 * 68(6) 0 *
Mando, Raymond 45 * 45(6) 0 *
</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 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 prospectus are deemed to be outstanding for the
purpose of computing the beneficial ownership 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 828,168 ordinary
shares which may be acquired by the selling security holders within
sixty days of the date of this prospectus upon the exercise of options
granted under our stock option plans and up to an aggregate of 705,000
ordinary shares which may be acquired by the selling security holders
within sixty days of the date of this 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 828,168 ordinary shares which may be
acquired by the selling security holders within sixty days of the date
of this prospectus upon the exercise of options granted under our stock
option plans.
(4) Dan Purjes is the chairman of our board of directors.
19
<PAGE>
(5) These ordinary shares include (i) 2,918,780 ordinary shares held by WBM
I LLC, a Delaware limited liability company of which Dan Purjes owns
all of the equity interests, and of which ordinary shares Dan Purjes
has sole voting and investment power, (ii) 451,200 ordinary shares held
by J. Partners, L.P., a Delaware partnership of which Dan Purjes owns
100% of the equity of the general partner and is also a limited
partner, and of which ordinary shares J. Partners, L.P. and Dan Purjes
share voting and investment power, (iii) 55,000 ordinary shares held by
JLR Profit Sharing Plan C FBO Dan Purjes, his profit sharing plan, (iv)
35,664 ordinary shares held by Josephthal & Co. Inc., an entity of
which he is the chairman of the board of directors, chief executive
officer and indirect controlling shareholder, and of which ordinary
shares Josephthal & Co. Inc. and Dan Purjes share voting and investment
power, (v) 25,000 ordinary shares held in joint tenancy by Dan Purjes
and Mary Vitullo, and of which ordinary shares Mary Vitullo and Dan
Purjes share voting and investment power, (vi) 15,000 ordinary shares
held by Dan Purjes as custodian for UGMA Lianna Purjes, an entity which
holds the shares for the benefit of Lianna Purjes, the minor daughter
of Dan Purjes, of which ordinary shares Dan Purjes has sole voting and
investment power, (vii) 12,500 ordinary shares held in joint tenancy by
Dan Purjes and Adriane Bailey-Beck, and of which ordinary shares and
Adriane Bailey-Beck and Dan Purjes share voting and investment power,
and (viii) 2,000 shares held by Sugarhouse Follies Inc., a Vermont
company of which Dan Purjes is the president and sole shareholder and
director, and of which ordinary shares Dan Purjes has sole voting and
investment power.
(6) Includes ordinary shares underlying warrants.
(7) WBM I LLC is a Delaware limited liability company of which Dan Purjes
owns all of the equity interests. Dan Purjes has sole voting and
investment power with respect to these ordinary shares.
(8) J. Partners, L.P. is a Delaware partnership of which Dan Purjes owns
100% of equity of the general partner and is also a limited partner. J.
Partners, L.P. and Dan Purjes share voting and investment power with
respect to these ordinary shares.
(9) Erez Shachar is our president, chief executive officer and one of our
directors.
(10) 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.
(11) David Fuchs is a former director of ours and acted as our chief
financial officer from April through October 1997.
(12) Scott Weisman is a former director of ours.
(13) One of our directors.
(14) Ron Zevi is a brother-in-law of Yoram Ben-Porat, who 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.
(15) Amir Noy is the managing director of Nur Asia Pacific Ltd., as
subsidiary of ours, and was our vice president of marketing until
March, 1999.
(16) Dan Purjes is the chairman of the board of directors, chief executive
officer and indirect controlling shareholder of Josephthal & Co. Inc.
Josephthal & Co. Inc. and Dan Purjes share voting and investment power
with respect to these ordinary shares.
(17) Eyal Israeli is our vice president of operations.
(18) Mary Vitullo and Dan Purjes share voting and investment power with
respect to these ordinary shares.
(19) Lianna Purjes is the minor daughter of Dan Purjes. Mr. Purjes is the
custodian for and has sole voting and investment power with respect to
these ordinary shares.
(20) Adriane Bailey-Beck and Dan Purjes share voting and investment power
with respect to these ordinary shares.
(21) One of our employees.
20
<PAGE>
(22) Sugarhouse Follies Inc. is a Vermont company of which Dan Purjes is the
president and sole director and shareholder. Dan Purjes has sole voting
and investment power with respect to these ordinary shares.
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.
21
<PAGE>
PLAN OF DISTRIBUTION
This 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 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.
Josepthal & Co., Inc., which may participate in the distribution of the
securities, may be deemed to be an affiliate of Nur Macroprinters by virtue of
the fact that Dan Purjes, our Chairman and the Chairman of Josephthal, owns over
10% of each of Nur Macroprinters and Josephthal. Accordingly, the offering is
being conducted in accordance with Rule 2720 of the National Association of
Securities Dealers, Inc.'s Conduct Rules.
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 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
22
<PAGE>
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.
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 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 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
23
<PAGE>
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 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), 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.
24
<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.
8,463,173
NUR MACROPRINTERS LTD.
ORDINARY SHARES
---------------
PROSPECTUS
---------------
December __, 1999
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses expected to be incurred by Nur
Macroprinters Ltd. (on behalf of itself and the selling security holders) in
connection with this offering.
<TABLE>
<CAPTION>
NATURE OF FEES AND EXPENSES AMOUNT TO BE PAID
--------------------------- -----------------
<S> <C>
SEC Registration Fee.......................... $ 5,672.31
Legal Fees, Accounting Fees and Expenses...... 35,000
Printing Expenses............................. 10,000
Miscellaneous................................. 10,000
----------
Total................................ $60,672.31
==========
</TABLE>
ITEM 15. 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 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.
II-1
<PAGE>
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 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER NAME
-------- ----
<S> <C>
3.1 Memorandum of Association of the Registrant, in Hebrew with a
translation to English. (1)
3.2 Amended Articles of Association of the Registrant.
3.3 Certificate of Name Change. (2)
4.1 Specimen Certificate for Ordinary Shares. (1)
4.2 Representative's Warrant Agreement dated October 12, 1995. (1)
4.3 Form of Representative's Warrant Certificate. (1)
4.4 Forms of Placement Agent's Warrant Agreement and Certificate. (3)
4.5 Forms of Qualified Independent Underwriter's Warrant Agreement
and Certificate. (3)
4.6 Warrant Agreement among Nur Macroprinters Ltd., Dovrat & Co.
Ltd. and Isal Amlat Investment (1993) Ltd. and Warrant
Certificate
5.1 Opinion of Shimonov Barnea & Co.
10.1 1995 Stock Option / Stock Purchase Plan. (1)
10.2 Amendment to the 1995 Stock Option / Stock Purchase Plan. (3)
10.3 1997 Stock Option Plan. (4)
10.4 1998 Non-Employee Director Share Option Plan. (5)
10.5 Lease Agreement between the Registrant and Mr. Moshe Nur dated
October 4, 1993, as amended on May 29, 1995, in Hebrew with a
translation to English. (1)
10.6 Lease Agreement for office space in Brussels, Belgium between
Nivellease, S.A. and the Registrant dated November 25, 1996. (3)
10.7 Lease Agreement for office space in Newton Centre,
Massachusetts between WHTR Real Estate Limited Partnership and
the Registrant dated July 10, 1998. (3)
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
10.8 Qualified Independent Underwriting Agreement. (3)
10.9 Distribution Agreement between Imaje S.A. and the Registrant
dated June 26, 1995. (1)
10.10 Settlement Agreements relating to Moshe Nur and his affiliated
companies. (3)
10.16 Bank Hapoalin revolving loan agreement. (3, 6)
10.17 Agreement between I.T.S. Machinery Development Ltd. and the
Registrant dated February 10, 1997. (3)
10.18 Form of confidentiality agreement. (3)
10.19 Agreement dated September 13, 1998 between "Meital" Electronic
Technology Ltd. and Markowitz Yaakov and NUR Macroprinters
Ltd. (3)
21 List of Subsidiaries of Nur Macroprinters.
23.1 Consent of Krost 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 on signature page).
</TABLE>
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 January 7, 1998 as part of Nur
Macroprinters' Report on Form 6-K and incorporated by reference herein.
3/ Previously filed with the Commission on February 23, 1999 a 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.
4/ Previously filed with Nur Macroprinters' Form 20-F for the year ended
December 31, 1997 and incorporated by reference herein.
5/ Previously filed with Nur Macroprinters' Form 6-K dated November 13, 1998
and incorporated by reference herein.
6/ Filed in summary form. Original filed in paper format pursuant to Form SE.
ITEM 17. 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:
II-3
<PAGE>
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the 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
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.
(4) To file a post-effective amendment to the registration
statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section
10(a)(3) of the Securities Act need not be furnished, provided, that Nur
Macroprinters includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, a post-effective amendment need not be filed to
include financial statements and information required by Section 10(a)(3) of the
Securities Act or Rule 3-19 of Regulation S-X if such financial statements and
information are contained in periodic reports filed with or furnished 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.
(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 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
II-4
<PAGE>
(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.
II-5
<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 F-3 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 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
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-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER NAME
<S> <C>
3.1 Memorandum of Association of the Registrant, in Hebrew with a
translation to English. (1)
3.2 Amended Articles of Association of the Registrant.
3.3 Certificate of Name Change. (2)
4.1 Specimen Certificate for Ordinary Shares. (1)
4.2 Representative's Warrant Agreement dated October 12, 1995. (1)
4.3 Form of Representative's Warrant Certificate. (1)
4.4 Forms of Placement Agent's Warrant Agreement and Certificate. (3)
4.5 Forms of Qualified Independent Underwriter's Warrant Agreement
and Certificate. (3)
4.6 Warrant Agreement among Nur Macroprinters Ltd., Dovrat & Co.
Ltd. and Isal Amlat Investment (1993) Ltd. and Warrant
Certificate
5.1 Opinion of Shimonov Barnea & Co.
10.1 1995 Stock Option / Stock Purchase Plan. (1)
10.2 Amendment to the 1995 Stock Option / Stock Purchase Plan. (3)
10.3 1997 Stock Option Plan. (4)
10.4 1998 Non-Employee Director Share Option Plan. (5)
10.5 Lease Agreement between the Registrant and Mr. Moshe Nur dated
October 4, 1993, as amended on May 29, 1995, in Hebrew with a
translation to English. (1)
10.6 Lease Agreement for office space in Brussels, Belgium between
Nivellease, S.A. and the Registrant dated November 25, 1996. (3)
10.7 Lease Agreement for office space in Newton Centre,
Massachusetts between WHTR Real Estate Limited Partnership and
the Registrant dated July 10, 1998. (3)
10.8 Qualified Independent Underwriting Agreement. (3)
10.9 Distribution Agreement between Imaje S.A. and the Registrant
dated June 26, 1995. (1)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10.10 Settlement Agreements relating to Moshe Nur and his affiliated
companies. (3)
10.16 Bank Hapoalin revolving loan agreement. (3, 6)
10.17 Agreement between I.T.S. Machinery Development Ltd. and the
Registrant dated February 10, 1997. (3)
10.18 Form of confidentiality agreement. (3)
10.19 Agreement dated September 13, 1998 between "Meital" Electronic
Technology Ltd. and Markowitz Yaakov and NUR Macroprinters
Ltd. (3)
21 List of Subsidiaries of Nur Macroprinters.
23.1 Consent of Krost 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 on signature page).
</TABLE>
- -----------------
(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 January 7, 1998 as part of Nur
Macroprinters' Report on Form 6-K and incorporated by reference herein.
(3) Previously filed with the Commission on February 23, 1999 a 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.
(4) Previously filed with Nur Macroprinters' Form 20-F for the year ended
December 31, 1997 and incorporated by reference herein.
(5) Previously filed with Nur Macroprinters' Form 6-K dated November 13,
1998 and incorporated by reference herein.
(6) Filed in summary form. Original filed in paper format pursuant to Form
SE.
<PAGE>
Exhibit 3.2
THE COMPANIES ORDINANCE
A COMPANY LIMITED BY SHARES
AMENDED ARTICLES OF
NUR MACROPRINTERS LTD.
PRELIMINARY
1. SECOND SCHEDULE EXCLUDED
The articles contained in the Second Schedule of the Ordinance and all
provisions thereof shall not apply to the Company.
2. INTERPRETATION
2.1 In these Articles the following terms shall bear the meaning
ascribed to them below:
The "Company" shall mean the above named company.
The "Ordinance" shall mean the Companies Ordinance [New
Version], 5743-1983.
The "Memorandum" shall mean the Memorandum of Association of
the Company, as originally registered and as it may from time
to time be amended.
The "Articles" shall mean the articles of association
contained in the Articles, as originally registered and as
they may from time to time be amended.
The "Board" shall mean the Company's Board of Directors.
The "Register of Members" shall mean the Company's Register of
Members.
2.2 Terms and expressions used in the Articles and not defined
herein, shall bear the same meaning as in the Ordinance in
force on the date when the Articles first become effective.
2.3 Sections 2,3,4,5,6,7,8 and 10 of the Interpretation Law,
5741-1981, shall apply, mutatis mutandis, to the
interpretation of the Articles.
2.4 The captions in the Articles are for convenience only and
shall not be deemed a part hereof or affect the interpretation
of any provision hereof.
SHARE CAPITAL
3. SHARE CAPITAL
The share capital of the Company is as will be specified in the
Memorandum from time to time.
<PAGE>
4. ALTERATION OF SHARE CAPITAL
The Company may, from time to time, by a Special Resolution (as such
term is defined in Article 23.2):
4.1 Increase its share capital in an amount it thinks expedient by
the creation of new shares. The power to increase the share
capital may be exercised by the Company whether or not all of
the shares then authorized have been issued and whether or not
all of the shares theretofore issued have been called up for
payment. Such Special Resolution shall set forth the amount of
the increase, the number of the new shares created thereby,
their nominal value and class, and may also provide for the
rights, preferences of deferred rights that shall be attached
to the newly created shares and the restrictions to which such
shares shall be subject;
4.2 Consolidate all or any of its issued or unissued share capital
and divide same into shares of nominal value larger than the
one of its existing shares;
4.3 Subdivide all or any of its issued or unissued share capital,
into shares of nominal value smaller than the one stipulated
in the Memorandum; provided, however, that the proportion
between the amount paid and the amount unpaid on each share
which is not fully paid-up shall be retained in the
subdivision;
4.4 Convert all or any of its fully paid-up share into stock. The
provisions of the Articles applicable to fully paid-up shares
shall further apply to stock, and the words "share" and
"shareholder" herein contained shall further include "stock"
and "stockholder", respectively;
4.5 Reconvert all or any of its stock into fully paid-up shares of
any denomination or class;
4.6 Cancel any shares which, as at the date of the adoption of a
Special Resolution, have not been issued or agreed to be
issued, and thereby reduce the amount of its share capital by
the aggregate nominal value of the shares so canceled;
4.7 Subject to any approval or consent required by law, reduce its
share capital in any manner whatsoever and any capital
redemption reserve in manner it deems fit, and also to
exercise some or all of the possibilities indicated in Section
151 of the Ordinance.
SHARES
5. RIGHTS ATTACHED TO SHARES
5.1 Subject to any contrary provisions of the Memorandum or the
Articles, same rights, obligations and restrictions shall be
attached to all the shares of the Company regardless of their
denomination or class.
5.2 If at any time the share capital is divided into different
classes of shares, the rights attached to any class may be
modified or abrogated by a Special Resolution, subject to the
consent in writing of the holders of seventy-five percent
(75%) of the issued share of such class or the adoption of a
Special Resolution approving same modification or
-2-
<PAGE>
abrogation at a separate General Meeting of the holders of the
shares of such class.
The provisions of the Articles relating to General Meeting of
the Company shall apply, mutatis mutandis, to any separate
General Meeting of the holders of the shares of a specific
class, provided, however, that the requisite quorum at any
such separate General Meeting shall be one or more members
present in person or by proxy and holding not less than thirty
three and one third percent (33 1/3%) of the issued shares of
such class.
5.3 The creation of additional shares of a specific class, or the
issuance of additional shares of a specific class, shall not
be deemed, for purposes of article 5.2, a modification or
abrogation of rights attached to shares of such class or of
any other class.
6. ISSUANCE OF SHARES
Issuance of shares of the Company shall be under the control of the
Board, who shall have the exclusive authority to issue the Company's
shares, in whole or in part, otherwise dispose of them or grant options
to acquire shares, to such persons and on such terms and conditions as
the Board may think fit.
7. SHARE CERTIFICATES
7.1 Each member shall be entitled, not later than 60 days from the
date of issuance or the date of transfer, to receive from the
Company one share certificate in respect of all the shares of
any class registered in his name on the Register of Members
or, if approved by the Board, several share certificates, each
for one or more of such shares.
7.2 Each share certificate issued by the Company shall be
numerated, denote the class and serial numbers of the shares
represented thereby and the name of the owner, thereof as
registered on the Register of Members, and may also specify
the amount paid-up thereon, A share certificate shall be
signed by the Company.
7.3 A share certificate denoting two or more persons as joint
owners of the shares represented thereby shall be delivered to
any one of the persons named on the Register of Members in
respect of such joint ownership.
7.4 A share certificate defaced or defective, may be replaced upon
being delivered to the Company and being canceled. A share
certificate lost or destroyed may be replaced upon furnishing
of evidence to the satisfaction of the Board proving such loss
or destruction and subject to the submission to the Company of
an indemnity letter and/or securities as the Board may think
fit.
A member requesting the replacement of a share certificate
shall bear all expenses incurred by the Company in connection
with the provisions of this Article.
8. REGISTERED OWNER
The Company shall be entitled to treat the person registered on the
Register of Members as the holder of any share, as the absolute owner
thereof, and accordingly, shall not be bound to acknowledge any trust
or other right, whether at law or in equity, of any other person to or
in
-3-
<PAGE>
respect of such share, provided it has not been determined otherwise
by a judicial decision or by operation of law.
9. CALLS ON SHARES
9.1 The Board may, from time to time, make calls upon members to
perform payment of any amount of the consideration of their
shares not yet paid, provided same amount is not, by the terms
of issuance of same shares, payable at a definite date. Each
member shall pay to the Company the amount of every call so
made upon him at the time(s) and place(s) designated in such
call. Unless otherwise stipulated in the resolution of the
Board, each payment with respect to a call shall be deemed to
constitute a pro-rata payment on account of all of the shares
in respect of which such call was made.
A call may contain a demand for payment in installments.
9.2 A call shall be made in writing and shall be delivered to the
member(s) in question not less than fourteen (14) days prior
to the date of payment stipulated therein. Prior to the due
date stipulated in the call the Board may, by delivering a
written notice to the member(s), revoke such call, in whole or
in part, postpone the designated date(s) of payment or change
the designated place of payment.
9.3 If, according to the terms of issuance of any share, any
amount is due at a definite date, such amount shall be paid on
same date, and the holder of the same share shall be deemed,
for all intents and purposes, to have duly received a call in
respect of such amount.
9.4 The joint holders of a share shall be bound jointly and
severally to pay all calls in respect thereof. A call duly
made upon one of the joint holders shall be deemed to have
been duly made upon all of the joint holders.
9.5 Any amount not paid when due shall bear an interest from its
due date until its actual payment at a rate equal to the then
prevailing rate of interest for unauthorized overdrafts as
charged by Bank Hapoalim Ltd, unless otherwise prescribed by
the Board.
The provisions of this Article 9.5 shall in no way deprive the
Company of, or derogate from any other rights and remedies the
Company may have against such member pursuant to the Articles
or any pertinent law.
9.6 The Board may agree to accept prepayment by any member of any
amount due with in respect to his shares, and may direct the
payment of interest for such prepayment at a rate as may be
agreed upon between the Board and the member so prepaying.
9.7 Upon the issuance of shares of the Company, The Board may
stipulate similar or different terms with respect to the
payment of the consideration thereof by their respective
holders.
10. FORFEITURE AND SURRENDER
10.1 If any member fails to pay when due any amount payable
pursuant to a call, or interest thereon as provided for
herein, the Company may, by a resolution of the Board, at any
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time thereafter, so long as said amount or interest remains
unpaid, forfeit all or any of the shares in respect of which
said call had been made. All expenses incurred by the Company
with respect to the collection of any such amount of
interest, including, inter-alia, attorney's fees and costs
of legal proceedings, shall be added to, and shall constitute
a part of the amount payable to the Company in respect of
such call for all purposes (including the accrual of interest
thereon).
10.2 Upon the adoption of a resolution of forfeiture, the Board
shall cause the delivery of a notice thereof to the member in
question. Same notice shall specify that, in the event of
failure to pay the entire amount due within the period
stipulated in the notice (which period shall be not less the
thirty (30) days), same failure shall cause, ipso facto, the
forfeiture of the shares. Prior to the expiration of such
period, the Board may extend the period specified in the
notice of forfeiture or nullify the resolution of forfeiture,
but such nullification shall not estop nor derogate from the
power of the Board to adopt a further resolution of forfeiture
in respect of the non-payment of said amount.
10.3 Whenever shares are forfeited as herein provided, all
dividends theretofore declared in respect thereof and not
actually paid shall be deemed to have been forfeited together
with the shares.
10.4 The Company, by a resolution of the Board, may accept the
voluntary surrender by any member of all or any part of his
shares.
10.5 Any share forfeited or surrendered as provided herein shall
thereupon constitute the property of the Company, and may be
reissued or otherwise disposed of as the Board may think fit.
10.6 Any member whose shares have been forfeited or surrendered
shall cease to be a member in respect of the forfeited or
surrendered shares, but shall, notwithstanding, be obligated
to pay to the Company all amounts at the time of forfeiture or
surrender due to the Company with respect thereof, including
interest and expenses as aforesaid until actual repayment,
whether the maturity date of same amounts is on or prior to
the date of forfeiture or surrender or at any time thereafter,
and the Board, in its discretion, may enforce payment of such
amounts or any part thereof. In the event of such forfeiture
or surrender, the Company, by a resolution of the Board, may
enforce payment of such amount or any part thereof. In the
event of such forfeiture or surrender, the Company, by a
resolution of the Board, may accelerate the maturity date(s)
of any or all amounts then owed to the Company by same member
and not yet due, however, arising whereupon all of such
amounts shall forthwith become due and payable.
The Board may, at any time before any share so forfeited or
surrendered shall have been reissued or otherwise disposed of
to a third party, nullify the forfeiture or the acceptance of
the surrender on such conditions as it thinks fit, but such
nullification shall not estop nor derogate from the power of
the Board to re-exercise its powers of forfeiture pursuant to
this Article 10.
11. LIEN
11.1 The Company shall have, at all times, a first and paramount
lien upon all the shares registered in the name of each member
on the Register of Members, upon all the
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dividends declared in respect of such shares and upon the
proceeds of the sale thereof, as security for his obligations.
For the purposes of this Article 11 and of Article 12, the
term "Obligation" shall mean any and all present and future
indebtedness owed to the Company by a member with respect to
his shares, however arising, whether such indebtedness is
absolute or contingent, joint or several, matured or
unmatured, liquidated or non-liquidated.
11.2 Shall a member fail to fulfill any or all of his Obligations,
the Company may enforce the lien, after same member was
provided with a period of fourteen (14) days to fulfill the
Obligations so breached.
11.3 A member shall be obliged to reimburse the Company for all
expenses thereby incurred with respect to the enforcement of a
lien upon same member's shares, and such obligation shall be
secured by the shares which are subject to same lien.
12. SALE OF SHARES AFTER FORFEITURE OR SURRENDER OR IN ENFORCEMENT OF LIEN
12.1 Upon any sale of shares after forfeiture or surrender or in
the course of enforcement of a lien, the Company may appoint
any person to execute an adequate instrument of transfer or
any other instrument required to effect the sale, and shall be
entitled to register the purchaser on the Register of Members
as the holder of the shares so purchased. The purchaser shall
not be obliged to check the regularity of the proceedings of
forfeiture, surrender or enforcement of a lien or the use that
was made consideration thereby paid with respect to the
shares.
As of the entry of the purchaser's name in the Register of
Members in respect of such shares, the validity of the sale
shall not be rebutted, and the sole remedy of any person
aggrieved by the sale shall be in damages, and against the
Company solely.
12.2 The net proceeds of any such sale, after payment of the
selling expenses, shall serve for repayment of the Obligations
of the respective member, and the balance if any shall be paid
to the member, his inheritors, the executors of his will, the
administrators of his estate, and to persons on his behalf.
13. REDEEMABLE SHARES
Subject to any applicable law, the Company may issue redeemable shares
and redeem the same.
14. EFFECTIVENESS OF TRANSFER OF SHARES
A transfer of title to shares of the Company, whether voluntarily or by
operation of law, shall not confer upon the transferee any rights
whatsoever towards the Company unless and until such time as the
transfer has been registered in the Register of Members.
15. PROCEDURE ON VOLUNTARY TRANSFER OF SHARES
A member desiring to transfer to another person title to his shares, or
any part thereof, shall deliver to the Company a notice to the effect
accompanied by an instrument of transfer, in a form to be prescribed by
the Board, duly executed by such member and the transferee, and subject
to the prior fulfillment of the provisions of Article 16 below, The
Board shall instruct the
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registration of same in the Register of Members.
16. TRANSFER OF SHARES
16.1 The transfer of shares of the Company and any other securities
issued by the Company (in this Article 16 and in Article 17,
hereinafter: "Securities") shall be made in writing in a
conventional manner or as established by the Board; it may be
effected by the signature of the transferor only, on the
condition that an appropriate share transfer deed shall be
submitted to the Company.
16.2 Shares that are not paid up in full or are subject to any lien
or pledge may not be transferred unless the transfer is
approved by the Board, which may at its sole discretion
withhold its approval without having to show grounds.
16.3 Any transfer of shares that are not paid up in full shall be
subject to the signature of the transferee and the signature
of a witness in verification of the authenticity of the
signatures on the share transfer deed.
16.4 The transferor shall be deemed to be the owner of the
transferred Securities until the name of the transferee is
entered in the Register of Members.
16.5 The share transfer deed shall be submitted to the office for
registration together with the certificates to be transferred
and such other evidence as the Company may require with regard
to the transferor's title or right to transfer the Securities.
The share transfer deeds shall remain with the Company after
their registration.
16.6 The Company may demand payment of a transfer registration fee
at a rate to be determined by the Board from time to time.
16.7 The Board may close the Register of Members for a period no
longer than 30 days every year.
16.8 Upon the death of the holder of Securities of the Company, the
Company shall recognize the guardians, administrators of the
estate, executors of the will, and in the absence of such
persons, the inheritors of the deceased person as the only
ones entitled to hold Securities of the Company, subject to
proof of their rights in a manner established by the Board.
16.9 In the event of the deceased member being a holder of a
security jointly with other persons, the Company shall approve
of the surviving member as member of the Company in respect of
the said Securities without exempting the estate of the
deceased joint holder from any of the obligations relating to
the jointly held Securities.
16.10 A person acquiring a right to a security by virtue of his
being a guardian or administrator of the estate or inheritor
of the deceased member, or receiver, liquidator or trustee in
liquidation proceedings regarding a corporate member, or by
any operation of law, may be subject to submission of such
proof of entitlement as the Board may establish be entered as
the holder of the respective security or transfer the Security
subject to the provisions of the Articles with regard to such
transfer.
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<PAGE>
16.11 A person acquiring a security as a result of a transfer by
operation of law shall be entitled to dividend and other
rights in respect of the security and also to receive and
certify the receipt of dividends and other sums of money in
connection with the said security; however, such person shall
not be entitled to receive notices of the convening of General
Meetings of the Company or to participate or vote therein or
to exercise any right conferred by the security with the
exception of the aforementioned rights, pending the
registration of such person in the Register of Members.
17. ISSUANCE OF SHARES
17.1 In case of issuance of shares the proceeds of which are
intended for covering the expenses involved in the
construction of installations or buildings or for plant
equipment not expected to yield profits over an appreciable
period of time, the Company shall be entitled to pay interest
on the paid-up portion of the respective share capital for the
period and subject to the conditions and limitations stated in
Section 140 of the Ordinance and to enter the so paid interest
on the principal as part of the cost involved in the
construction of the respective installation, building of plant
equipment.
17.2 The Company may pay a commission (including underwriting fees)
to any person at a rate not exceeding ten percent of the price
at which the Securities of the Company are issued, in
consideration of such person's subscribing or consent to cause
other persons to subscribe applications, conditionally or
unconditionally, for Securities of the Company subject to the
provisions of Section 135 of the Ordinance. The payments
contemplated in this article may be effected in cash or in
Securities of the Company or in any combination of the
foregoing.
18. ANNUAL GENERAL MEETING
18.1 An Annual General Meeting shall be held once in every calendar
year at such time (within a period of not more than fifteen
(15) months after the last preceding Annual General Meeting)
and at such place as may be determined by the Board.
18.2 The general meeting shall:
a. Discuss the report by the Board on the status of the
Company;
b. Discuss the statement of profit and loss and the balance
sheet as of the date of closure of the statement of
profit and loss;
c. Appoint auditors and establish their remuneration, or
empower the Board to establish their remuneration;
d. Appoint the directors as stipulated in Article 31
below, and establish their remuneration;
e. Discuss any other business to be transacted at an
ordinary general meeting according to the Articles or
by operation of law.
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<PAGE>
19. EXTRAORDINARY GENERAL MEETING
19.1 All General Meeting other than Annual General Meetings shall
be called "Extraordinary General Meetings".
19.2 The Board may, whenever it thinks fit, convene an
Extraordinary General Meeting, and shall be obligated to do so
upon receipt of a requisition in writing in accordance with
Section 109 of the Ordinance.
19.3 Members of the Company shall not be authorized to convene a
General Meeting except as provided in Section 110 of the
Ordinance.
20. NOTICE OF GENERAL MEETINGS
20.1 Prior to any General Meeting a written notice thereof shall be
delivered to all those members entitled to attend thereat.
Such notice shall specify the place, the day and the hour of
the General Meeting and the general nature of the matters to
be discussed thereat. If the General Meeting is to consider
the adoption of a Special or an Extraordinary Resolution, the
notice shall set out the proposed terms of such resolution.
The notice will be delivered not less then seven (7) days
prior to any General Meeting, provided, however, that a
twenty-one (21) day prior notice will be delivered if the
General Meeting is to consider the adoption of a Special
Resolution.
20.2 The accidental omission to give notice of a General Meeting,
or the non-receipt of a notice by a member entitled to receive
notices of General Meeting, shall not invalidate the
proceedings of such a General Meeting.
20.3 A member entitled to received notices of General Meeting may
waive such right before such meeting of expost, and shall be
deemed to have waived such right with respect to any General
Meeting at which he was present, in person or by proxy.
21. QUORUM
21.1 Two or more members present in person or by proxy and holding
shares conferring in the aggregate more than thirty three and
one third percent (33 1/3%) of the total voting power attached
to the shares of the Company, shall constitute a quorum at
General Meetings. No business shall be considered or
determined at a General Meeting, unless the requisite quorum
is present when the General Meeting proceeds to consider
and/or determine same business.
21.2 If within half an hour from the time appointed for the General
Meeting a quorum is not present, the General Meeting shall, if
convened upon requisition under Section 110 of the Ordinance,
be dissolved, but in any other case it shall stand adjourned
to the same day in next week, at the same time and place. The
requisite quorum at an adjourned General Meeting shall be one
or more members, present in person or by proxy, holding not
less than thirty three and a third percent (33 1/3%) of the
total voting power attached to the shares of the Company. At
an adjourned General Meeting the only businesses to be
considered shall be those matters which might have been
lawfully considered at the General Meeting originally called
if a requisite quorum had been present, and the only
resolutions to be adopted are such types of resolutions which
could have been adopted
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at the General Meeting originally called.
22. CHAIRMAN
The Chairman, of the Board, or if there is no such chairman, or if he
is not present, any other person appointed by the members present,
shall preside as Chairman at General Meeting of the Company. The
Chairman of any General Meeting shall have no additional or casting
vote.
23. ADOPTION OF RESOLUTION AT GENERAL MEETINGS
23.1 An Ordinary Resolution shall be deemed adopted at a General
Meeting if supported by members present, in person or by
proxy, vested with more than fifty percent (50%) of the total
voting power attached to the shares who holders were present,
in person or by proxy, at such General Meeting and voted
thereon.
23.2 A Special or an Extraordinary Resolution shall be deemed
adopted at a General Meeting if supported by members, present
in person or by proxy, vested with seventy-five percent (75%)
or more of the total voting power attached to the shares whose
holders were present, in person or by proxy, at such General
Meeting and voted thereon.
23.3 Any proposed resolution put to vote at a General Meeting shall
be decided by a poll.
23.4 Subject to approval by a meeting with a quorum, the chairman
may, and is obligated to at the request of the General
Meeting, adjourn the meeting from time to time and from place
to place, everything as decided by the meeting. If the meeting
is adjourned by more than seven days, a notice of the
adjourned meeting shall be given in the same manner as for the
original meeting. Except for the foregoing, no member shall be
entitled to receive any notice of adjournment or on the agenda
of the adjourned meeting. An adjourned meeting may only
transact such business as left unfinished at the original
meeting.
23.5 A declaration by the Chairman of the General Meeting that a
proposed resolution has been adopted or rejected, shall
constitute a conclusive evidence of the adoption or rejection,
respectively, of same resolution, and no further proof
verifying the contents of such deceleration or the number or
proportion of the votes recorded in the favor of or against
such resolution shall be required.
24. RESOLUTION IN WRITING
A resolution in writing agreed upon by all members of the Company then
entitled to vote at General Meetings, or a resolution in writing
included in a number of identically worded documents, each of them
signed by one or more members, shall be deemed to have been adopted by
a General Meeting duly convened and held. Unless otherwise specified in
the resolution, same shall be deemed to have been adopted as an
Ordinary Resolution.
25. VOTING POWER
25.1 Subject to the provisions of Article 26.1 below and subject to
any other provision hereof pertaining to voting rights
attached or not-attached to shares of the Company, whether in
general or in respect of a specific matter or matters, every
member shall have one
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vote for each share registered in his name on the Register of
Members, regardless of its denomination or class.
25.2 In case of equality of votes, the resolution shall be deemed
to have been rejected.
26. ATTENDANCE AND VOTING RIGHTS AT GENERAL MEETING
26.1 Unless provided otherwise by the terms of issue of the shares,
no member shall be entitled to be present or vote at a General
Meeting (or be counted as part of the quorum thereat) unless
all amounts due as at the date designated for same General
Meeting with respect to his shares were paid.
26.2 A corporate body being a member of the Company and entitled to
vote and/or attend at a General Meeting may exercise such
rights by authorizing any person, whether in general or for a
specific General Meeting, to be present and/or vote on its
behalf. Upon the request of the Chairman of the General
Meeting, a writing evidence of such authorization and its
validity (in a form acceptable to the Chairman) shall be
furnished thereto.
26.3 A member entitled to vote and/or attend at a General Meeting
may appoint a proxy, whether is general or for a specific
General Meeting, to exercise such rights, as follows:
a. The appointment of a proxy shall be in writing and
shall be in the following form or in other similar
form:
<TABLE>
<S> <C>
"I, the undersigned, ____________________________________________
(name of member)
being a member of _______________________________________ hereby
(name of the Company)
appoint ______________________________________________________
(name of proxy)
of __________________________________________________________
(address of proxy)
</TABLE>
as my proxy to attend [and vote] on my behalf at [any
General Meeting of the Company] [the General Meeting
of the Company to be held on the ____ day of ______,
19__] and at any adjournment thereof.
Signed this ______ day of ________, 19____.
-----------------------."
(Signature of member)
b. The instrument appointing a proxy shall be delivered
to the Company not later than forty-eight (48) hours
before the time designated for the General Meeting at
which the person named in the instrument proposes to
vote and/or attend.
c. A proxy may not delegate his powers to any other
person.
d. Termination of the appointment of a proxy shall be
governed by the provisions of Section 14 of the Agency
Law, 5725-1965.
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<PAGE>
26.4 A member entitled to vote and/or attend at a General Meeting
and is legally incapacitated, may exercise such rights by his
custodian.
26.5 If two or more persons are registered as joint owners of any
share, the right to attend at a General Meeting, if attached
to such share, shall be conferred upon all of the joint
owners, but the right to vote at a General Meeting and/or the
right to be counted as part of the quorum thereat, if attached
to such share, shall be conferred exclusively upon the senior
amongst the joint owners attending the General Meeting, in
person or by proxy; and for this purpose seniority shall be
determined by the order in which the names stand on the
Register of Members.
26.6 The voting on the terms of the instrument of proxy shall be
legal even in case of prior death or incapacity or bankruptcy
of the principal, and in respect of a corporate principal, in
case of its winding up or revocation of the instrument of
proxy or transfer of the respective share, unless a notice in
writing of such death or incapacity or bankruptcy or winding
up or revocation of share transfer shall have been received by
the Register of Members. The written notice on revocation of
the proxy shall be valid if signed by the principal and
received by the Register of Members not later than one hour
before the start of voting.
26.7 No proxy shall be valid after expiry of 12 months from the
date of its issue. In case of deposition of a proxy of power
of attorney of other document of notarized copy thereof with
regard to a specified General Meeting it shall not be required
to resubmit a proxy as aforesaid prior to an adjourned meeting
of the same original meeting.
BOARD OF DIRECTORS
27. POWERS OF THE BOARD
27.1 The Board shall be vested with the exclusive authority to
exercise all of the Company's powers which are not, by the
Ordinance, the Memorandum, the Articles or any applicable law,
required to be exercised by a resolution in a General Meeting.
27.2 Without derogating from the above, the management of the
business of the Company shall be vested exclusively in the
Board.
27.3 Without derogating from the above, the Board may from time to
time and at its sole discretion obtain, borrow or secure the
payment of money for purposes of the Company. The Board may
obtain or secure the repayment of the said money at its own
discretion and in particular by the issue of debentures or
debenture stock secured by a lien on the assets and rights of
the Company or part thereof, including the uncalled capital of
the Company.
28. EXERCISE OF POWERS OF THE BOARD
28.1 The powers conferred upon the Board shall be vested in the
Board as collective body, and not in each one or more of the
directors individually, and all such powers may be
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exercised by the Board by adopting resolutions in accordance
with the provisions of the Articles.
28.2 A resolution shall be deemed adopted at a meeting of the Board
if supported by a majority of the directors attending such
meeting and voting thereon.
28.3 A resolution agreed upon by all the directors then in office
in writing, or by telegram or by facsimile, shall be deemed to
have been adopted unanimously by the Board in a meeting duly
convened and held.
29. COMMITTEES OF DIRECTORS
29.1 The Board may delegate any or all of its powers to committees,
each consisting of two or more directors, and it may, from
time to time, revoke or alter the powers so delegated. Each
committee shall, in the exercise of the powers so delegated,
conform to any regulations and conditions prescribed by the
Board upon the delegation or at any other time.
29.2 The Board will designate from among it's members an audit
committee.
29.3 The provision of the Articles with respect to the meetings of
the Board, their convening, adoption of resolutions thereat
and adoption of resolution in writing shall apply, mutatis
mutandis, to the meetings of any such committee, unless
otherwise prescribed by the Board.
30. NUMBER OF DIRECTORS
Unless otherwise prescribed by an Ordinary Resolution of the Company,
the Board shall consist of not less then four (4) nor more then twelve
(12) directors.
31. APPOINTMENT AND REMOVAL OF DIRECTORS
31.1 a. The directors shall be elected annually at a
General Meeting as aforesaid and shall remain in
office until the next Annual General Meeting unless
their office is vacated previously as stipulated in
the Articles.
The elected directors shall assume office on the day
of their election.
b. The directors shall retire from office at every Annual
General Meeting. A retiring director may be reelected.
Pending the convening of an Annual General Meeting at
which the directors are to retire from office, all
directors shall remain in office until the convening
of the Annual General Meeting of the Company except in
case of prior vacation of a director's office
according to the Articles.
c. If no directors are elected at the Annual General
Meeting, all the retiring directors shall remain in
office pending their replacement by a General Meeting
of the Company.
31.2 Except with regard to a director whose tenure of office
expires upon the convening of a General Meeting or a person
recommended by the Board to serve as director, no motions for
appointment of a candidate as a director shall be made unless
a notice in writing signed by a member of the Company (other
than the candidate himself) who is
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<PAGE>
entitled to participate in and vote at the meeting, stating
the intent of the said member to propose a candidate for
election to the office of director, together with a document
in writing by the candidate expressing his consent to be so
elected, shall have been received at the office of the Company
within a period of not less than forty-eight (48) hours and
not more than forty-two (42) days before the appointed date of
the General Meeting.
31.3 The General Meeting may by way of an Ordinary Resolution
remove a director from office before the expiry of his tenure,
and it may, be way of an Ordinary Resolution, appoint another
person to serve as director of the Company in his place, and
also appoint a number of directors in the event of the number
of directors having decreased below the minimum established by
the General Meeting.
32. QUALIFICATION OF DIRECTORS
No person shall be disqualified to serve as a director by reason of his
not holding shares in the Company or by reason of his having served as
director in the past.
33. VACATION OF DIRECTOR'S OFFICE
The office of a director shall be vacated:
a. Upon his death;
b. On the date at which he is declared a bankrupt or, if the
director is corporation - on the date at which a liquidation
order was issued in respect thereof;
c. On the date he is declared legally incapacitated;
d. On the date stipulated therefor in the resolution of his
election or the notice of his appointment, as the case may be;
e. On the date stipulated therefor in the resolution or notice of
his removal or on the date of the delivery of such notice to
the Company, whichever is later;
f. On the date stipulated therefor in a written notice of
resignation thereby delivered to the Company or upon its
delivery to the Company, whichever is later.
34. REMUNERATION OF DIRECTORS
The directors shall be entitled to remuneration by the Company for
their services as directors. The remuneration may be established as a
global sum or as a fee for participation in meetings. In addition to
such remuneration, every director shall be entitled to refund of
reasonable expenses for travel, per diem money, and other expenses
related to the discharge of his duties as a director.
35. CONFLICT OF INTERESTS
35.1 The Company may consider and approve, by an Ordinary
Resolution of the Board, a transaction to which the Company is
a party to, and in which an officer of the Company
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<PAGE>
has an interest; Provided that the transaction does not impair
the benefit of the Company and that such officer shall not
participate in the meeting, where such resolution is
considered and shall not vote in such meeting.
35.2 The Company may consider and approve, by an Ordinary
Resolution of the Board, a transaction between the Company and
an officer of the Company; Provided that the officer is acting
in good faith and the transaction is not determental to the
interests of the Company and on the further condition that
directors who have a personal interest in the transaction
shall neither attend nor vote in discussions on the approval
of the transaction.
36. ALTERNATE DIRECTOR
36.1 Subject to the approval of the Board, a director may, by
delivering a written notice to the Company, appoint an
alternate for himself (hereinafter referred to as "Alternate
Director"), remove such Alternate Director and appoint another
Alternate Director in place of any Alternate Director
appointed by him whose office has been vacated for any reason
whatsoever. The appointment of the Alternate Director shall be
for an indefinite period and for all purposes, unless
restricted to a specific period, to a specific meeting or act
of the Board, to a specific matter or in any other manner, and
same restriction was specified in the appointment instrument
or in a written note delivered to the Company.
36.2 Any notice delivered to the Company pursuant to Article 36.1
shall become effective on the date specified therefor therein
or upon delivery thereof to the Company or upon approval of
the Board, whichever is later.
36.3 An Alternate Director shall be vested with all rights and
shall bear all obligations of the director who appointed him,
provided, however, that he shall not be entitled to appoint an
alternate for himself (unless the instrument appointed him
expressly provides otherwise), and provided further that the
Alternate Director shall have no standing at any meeting of
the Board or any committee thereof whereat the director who
appointed him is present.
36.4 Any person, whether or not a director, may act as Alternate
Director. One person may act as Alternate Director for several
directors, and in such event he shall have a number of votes
(and shall be deemed as the number of persons for purposes of
establishing a quorum) equal to the number of directors for
whom he acts as Alternate Director. If an Alternate Director
is also a director in his own right, his right as an Alternate
Director shall be in addition to his rights as a director.
36.5 The Alternate Director solely shall be responsible for his own
acts and omissions, and he shall not be deemed an agent of the
director(s) who appointed him.
36.6 The office of an Alternate Director shall be vacated under the
circumstances, mutatis mutandis, set forth in Article 33, and
such office shall further be ipso facto vacated if the
director who appointed such Alternate Director ceases to be a
director.
37. MEETING OF THE BOARD
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<PAGE>
37.1 Subject to Articles 39 and 40 below, the Board may meet,
adjourn its meeting and otherwise determine and regulate such
meetings and their proceedings as it deems fit.
37.2 Upon the vacation of the office of a director, the remaining
directors may continue to discharge their functions until the
number of remaining directors decreases below the minimum
established in the Articles. In the latter case the remaining
directors may only act to convene a General Meeting of the
Company.
37.3 The directors may at any time appoint any person to serve as
director as 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 in these Articles. Any so appointed director shall
remain in office until the next General Meeting, at which he
may be reelected.
38. CONVENING MEETINGS OF THE BOARD
38.1 The Chairman of the Board may, at any time, convene a meeting
of the Board, and shall be obliged to do so upon receipt of a
written demand from the majority of the directors then in
office. In the event there is no such Chairman or a meeting of
the Board was not convened to a date which is no later then
ten (10) days of the following delivery of such written
demand, the majority of the directors then in office may
convene a meeting of the Board. Convening a meeting of the
Board shall be made by delivering a notice thereof to all of
the directors not later than four (4) days prior to the date
thereof. Such notice shall specify the exact time and place of
the meeting so called and the general nature of the business
to be considered thereat.
38.2 The accidental omission to give notice of a meeting, or the
non-receipt of notice by any director, shall not invalidate
the proceedings of such meeting.
38.3 A director may waive his right to receive notice of any
meeting, or to receive four (4) days prior notice, in general
or in respect of a specific meeting, and shall be deemed to
have waived such right with respect to any meeting at which he
was present.
39. QUORUM
A majority of the number of directors then in office shall constitute a
quorum at meetings of the Board. No business shall be considered or
determined at any meeting of the Board unless the requisite quorum is
present when the meeting proceeds to consider or determine same
business.
40. CHAIRMAN OF THE BOARD
The Board may from time to time elect one of its members to be the
Chairman of the Board, remove such Chairman from office and appoint
another in his place. The Chairman of the Board shall preside at every
meeting of the Board, but if there is no such Chairman, or if he is not
present or he is unwilling to take the chair at any meeting, the
directors present shall elect one of their members to be chairman of
such meeting. The Chairman of the Board shall have no additional or
casting vote.
41. VALIDITY OF ACTS OF DIRECTORS DESPITE DEFECTS
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All acts done bona fide at any meeting of the Board, or of a committee
of the Board shall, notwithstanding that it may afterwards be
discovered that there was a defect in the appointment or qualification
of the participants thereat, or any of them, be as valid as if there
was no such defect.
GENERAL MANAGER
42. GENERAL MANAGER
42.1 The Board may, from time to time, appoint one or more persons,
whether or not directors, as General Manager(s) of the
Company, either for a definite period or without any
limitation of time, and may confer powers, authorities and
rights and/or impose duties and obligations upon such person
or persons and determine his or their salaries as the Board
may deem fit and subject to the provisions stipulated in Part
D of Chapter D1 of the Ordinance.
42.2 Notwithstanding the provisions of any agreement between the
General Manager and the Company, the Company shall be vested
with the power, exercisable by a resolution of the Board and
subject to the provisions stipulated in Part D of Chapter D1
of the Ordinance, to remove the General Manager from his
office or to revoke or alter his powers, authorities, rights,
duties, obligations or salary.
MINUTES
43. MINUTES
43.1 The proceedings of each General Meeting of the Board and
meeting of committee of the Board shall be recorded in the
minutes of the Company. Such minutes shall set forth the names
of the persons present at every such meeting and all
resolutions adopted thereat and shall be signed by the
chairman of the meeting.
43.2 All minutes purposing to be executed and signed as aforesaid,
shall constitute evidence that the meeting was duly convened
and held and as recorded in the minutes, unless proven
otherwise.
DIVIDENDS AND PROFITS
44. DECLARATION OF DIVIDENDS
44.1 The Board may from time to time declare interim dividend at a
rate as the Board may deem for considering the profits of the
Company.
44.2 The General Meeting may, by an Ordinary Resolution, declare a
final dividend for a fiscal year of the Company, provided that
the amount of dividend so declared does not exceed the amount
of final dividend recommended by the Board.
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44.3 Subject to any special or restricted rights conferred upon the
holders of shares as to dividends, all dividends shall be
declares and paid in accordance the paid-up capital of the
Company attributable to the shares in respect of which the
dividends are declared and paid. The paid-up capital
attributable to any share (whether issued at its nominal
value, at a premium or at a discount), shall be nominal value
of such share. Provided, however that if the entire
consideration for same share was not yet paid to the Company,
the paid-up capital attribute thereto shall be such proportion
of the nominal value as the amount paid to the Company with
respect to the share bears to its full consideration, and
further provided the amounts which have been prepaid on
account of shares and the Company has agreed to pay interest
thereon shall not be deemed, for the purposes of this Article,
to be payments on account of such shares. In the event no
amount has been paid with respect to any shares whatsoever,
dividends may be declared and paid according to the nominal
value of the shares.
44.4 Notice of the declaration of dividends shall be delivered to
all those entitles to such dividends.
45. RIGHTS TO PARTICIPATE IN THE DISTRIBUTION OF DIVIDENDS
45.1 Subject to special rights with respect to the Company's
profits to be conferred upon any person pursuant to these
Articles and further subject to the provisions of the Articles
with respect to reserved funds and special funds, all the
profits of the Company may be distributed among the members
entitled to participate in the distribution of dividends.
45.2 Notwithstanding for foregoing, a holder of share shall not be
attributed with the right to participate in the distribution
of dividends which were declared for a period preceding the
date of the actual issuance.
46. INTEREST ON DIVIDENDS
The Company shall not be obligated to pay, and shall not pay interest
on declared dividends.
47. PAYMENT OF DIVIDENDS
Subject to Article 48, a declared dividend may be paid by a check made
to the order of the person entitled to receive such dividend (and if
there are two or more persons entitled to the dividend in respect of
the same share - to the order of any one of such persons) or to the
order of such person as the person entitled thereto may direct in
writing. Same check shall be sent to the address of the person entitled
to the dividend, as notified to the Company.
48. PAYMENT IN SPECIE
Upon the recommendation of the Board, if approved by an Ordinary
Resolution at a General Meeting, dividends may be paid, wholly or
partly, by the distribution of specific assets of the Company and/or by
the distribution of shares and/or debentures of the Company and/or of
any other company, or in any combination of such manners.
49. SETTING-OFF DIVIDENDS
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The Company's obligation to pay dividends or any other amount in
respect of shares, may be set-off by the Company against any
indebtedness, however arising, liquidated or non-liquidated, of the
person entitled to receive the dividend.
The provisions contained in this Article shall not prejudice any other
right or remedy vested with the Company pursuant to the Articles or any
applicable law.
50. UNCLAIMED DIVIDENDS
50.1 Dividends unclaimed by the person entitled thereto within
thirty (30) days after the date stipulated for their payment,
may be invested or otherwise used by the company, as it deems
fit, until claimed; but the Company shall not be deemed a
trustee in respect thereof.
50.2 Dividends unclaimed within the period of seven (7) years from
the date stipulated for their payment, shall be forfeited and
shall revert to the Company, unless otherwise directed by the
Board.
51. RESERVES AND FUNDS
51.1 The Board may, before recommending the distribution of
dividends, determine to set aside out of the profits of the
Company or out of an assets revaluation fund and carry to
reserve or reserves such sums as it deems fit, and direct the
designation, application and use of such sums. The Board may
further determine that any such sums which it deems prudent
not to distribute as dividends will not be set aside for
reserve, but shall remain as such at the disposal of the
Company.
51.2 The Board may, from time to time, direct the revaluation of
the assets of the Company, in whole or in part, and the
creation of an assets revaluation fund out of the revaluation
surplus, if any.
52. CAPITALIZATION OF PROFITS
52.1 Upon the recommendation of the Board, the Company may
determine by an Ordinary Resolution at a General Meeting that
it is desirous of capitalizing all or any part of the sums or
assets allocated to the credit of any reserve fund or to the
credit of the profit and loss account or being otherwise
distributable as dividends (including sums or assets received
as premiums on the issuance of shares or debentures), and
direct accordingly that such sums or assets be released for
distribution amongst the members who would have been entitled
thereto if distributed by way of dividends and in the same
proportion; provided that same sums or assets be not paid in
cash or in specie but be applied for the payment in full or in
part of the unpaid consideration of the issued shares held by
such members and/or for the payment in full of the
consideration (as shall be stipulated in said resolution) for
shares or debentures of the Company to be issued to such
members subsequent to the date of said resolution, credited as
fully paid up.
52.2 In the event a resolution as aforesaid shall have been
adopted, the Board shall make all adjustments and applications
of the moneys or assets resolved to be capitalized thereby,
and shall do all acts and things required to give effect
thereto. The Board may authorize
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<PAGE>
any person to enter into agreement with the Company on behalf
of all members entitled to participate in such distribution,
providing for the issuance to such members of any shares or
debentures, credited as fully paid, to which they may be
entitled upon such capitalization or for the payment on behalf
of such members, by the application thereto of the
proportionate part of the money or assets resolved to be
capitalized, of the amounts or any part thereof remaining
unpaid on their existing shares, and any agreement made under
such authority shall be effective and binding upon all such
members.
52.3 The Board may announce the distribution of interim bonus
shares.
53. ACCOUNTING BOOKS
53.1 The Board shall cause the Company to hold proper accounting
books and to prepare an annual balance sheet, a statement of
Profit and Loss, and such other financial statements as the
Company may be required to prepare under law.
The accounting books of the Company shall be held at the
office or at a place deemed fit by the Board, and they shall
be open to inspection by the directors.
53.2 The Board may determine at its sole discretion the terms on
which any of the accounts and books of the Company shall be
open to inspection by members, and no member (other than a
director) shall be entitled to inspect any account or ledger
or document of the Company unless such right is granted by law
or by the Board.
53.3 Not later than eighteen (18) months from the incorporation of
the Company and at least once a year thereafter, the Board
shall submit to the General Meeting of the Company a statement
of Profit and Loss for the period from the previous statement
or in case of submission of the first statement, for the
period from the incorporation of the Company, covering a
period up to a date not earlier than six months before the
meeting, and pursuant to the relevant provisions of the law, a
balance sheet shall be prepared for every year and submitted
to the Company at its General Meeting, covering the same
period as the statement of profit and loss. The balance sheet
shall be accompanied by an auditors' report and a report by
the Board on the position of the Company, including a
recommendation as to the amount to be distributed as dividend
and the amount to be set aside in a reserve fund, or
concerning the allotment of bonus shares.
BRANCH REGISTERS
54. AUTHORITY TO KEEP BRANCH REGISTERS
The Company may keep branch registers in any reciprocal state.
55. PROVISIONS IN RESPECT OF KEEPING BRANCH REGISTERS
Subject to the provisions contained in Part E of Chapter C of the
Ordinance, the Board shall be authorized to make such rules and
procedures in connection with the keeping of branch registers as it
may, from time to time, think fit.
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<PAGE>
STAMP AND SIGNATURES
56. THE COMPANY'S STAMP
56.1 The Company shall have an official stamp.
56.2 The Company may keep an official stamp for documents made for
foreign purposes, and may authorize, from time to time a
person appointed for this purpose to make use of such stamp.
The provisions of Section 102 of the Ordinance shall apply to
this Article, and the term "seal" shall have the meaning of
"stamp".
57. THE COMPANY'S SIGNATURE
57.1 A document shall be deemed signed by the Company upon the
fulfillment of the following:
a. The Company's stamp was thereon by a person authorized
therefor by the Board, or it bears the name of the
Company in print;
b. It bears the signature of one or more persons
authorized therefor by the Board;
c. The act of the person authorized by the Board as
aforesaid was within its authority and without
deviation therefrom.
57.2 An authorization of one or more persons by the Board to sign
on a document on behalf of the Company shall be deemed to
include the authority to stamp the Company's stamp thereon,
unless otherwise provided by the Board.
57.3 An authorization by Board as provided in Article 57.2 may be
for a specific document or for a certain sort of document or
for a certain sort of documents or for all the Company's
documents or for a definite period of time or for an unlimited
period of time, provided that any such authority may be
terminated by Board, at will.
57.4 The provisions of this Article shall apply both to the
Company's documents executed in Israel and the Company's
documents executed abroad.
NOTICES
58. NOTICES IN WRITING
58.1 Notices pursuant to the Ordinance, the Memorandum and the
Articles shall be made in the manner prescribed by the Board
from time to time.
58.2 Unless otherwise prescribed by the Board, all notices shall be
made in writing and shall be sent by registered mail.
59. DELIVERY OF NOTICES
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59.1 Each member and each director shall notify the Company in
writing of his address for the receipt of notices, documents
and other communications relating to the Company, it's
business and affairs.
59.2 Any notice, document or other communication shall be deemed to
have been received at the time received by the addressee or at
its address, or if sent by registered mail to same address
within seven (7) days from its dispatch, whichever is earlier.
59.3 The address for the purposes of Article 59.2 shall be the
address furnished pursuant to Article 59.1, and the address of
the Company for the purposes of Article 59.2 shall be its
registered address or principal place of business.
59.4 A director who is absent from Israel shall not, for the
duration of his stay abroad, be entitled to receive notices of
board meetings unless he shall have requested that such
notices be sent to his proxy.
INDEMNITY AND INSURANCE
60. INDEMNITY OF OFFICERS
The Company may indemnify any officer for any of the following:
a. A monetary liability imposed upon an officer toward another
person by a judgment, including a judgment giving effect to a
compromise and an arbitration award approved by a court, with
respect to an act performed by same officer in his capacity as
an officer of the Company;
b. Reasonable litigation expenses, including attorney's fees,
incurred by an officer or imposed upon him by a court, in a
proceeding brought against him by the Company or on its behalf
or by another person, or in a criminal proceeding in which he
was acquitted, and all with respect to an act thereby
performed in his capacity as an officer of the Company.
61. INSURANCE OF OFFICER
The Company may enter into an agreement for the insurance of the
liability of an officer, in whole or in part, for any of the
following:
a. A breach of a cautionary duty toward the Company or toward
another person;
b. A breach of a fiduciary duty toward the Company, provided the
officer has acted bona fide and has had a reasonable ground to
assume that the act would not impair the benefit of the
Company;
c. A monetary liability imposed upon an officer toward another
person with respect to an act performed by same officer in his
capacity as an officer of the Company;
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WINDING UP
62. DISTRIBUTION OF ASSETS
If the Company be wound up, then, subject to provisions of any
applicable law and to any special or restricted rights attached to a
share, the assets of the Company in excess of its liabilities shall be
distributed among the members in proportion to the paid-up capital of
the Company attributable to the shares in respect of which such
distribution is being made. The paid-up capital attributable to any
share (whether issued at its nominal value, at a premium or at a
discount), shall be a nominal value of such share, provided, however,
that if the entire consideration for same share was not yet paid to the
Company, the paid-up capital attributable thereto shall be such
proportion of the nominal value as the amount paid to the Company with
respect to the share bears to its full consideration.
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<PAGE>
Exhibit 4.6
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (the "AGREEMENT") made as of 18th day of August, 1999,
by and among NUR MACROPRINTERS LTD., an Israeli company (the "COMPANY"),
DOVRAT & CO. LTD. ("DOVRAT") and ISAL AMLAT INVESTMENT (1993) LTD. ("ISAL").
WHEREAS concurrently with the execution of this Agreement the parties have
executed a Share and Warrant Purchase Agreement, dated August 18,
1999, to which this Agreement is appended to (the "INVESTMENT
AGREEMENT"), according to which Dovrat and Isal were granted warrants
(the "WARRANTS") to purchase up to 15,000 and 135,000 (respectively)
Ordinary Shares of par value NIS 1.00 each of the Company ("ORDINARY
SHARES"); and
WHEREAS the parties wish to determine the terms and conditions of the
Warrants, as set forth herein.
NOW, THEREFORE, in the consideration of the mutual promises and
covenants set forth herein, the parties agree as follows:
1. GRANT.
Subject to the terms and conditions hereof, the Company hereby
grants the Holder (as defined in Section 3 hereof), the right to purchase, at
any time from August 18, 1999 until 5:30 P.M. Israel time, on August 17, 2003
(the "EXERCISE PERIOD"), at the initial exercise price per share of US$8.00
(subject to adjustment as provided in Article 8 hereof), up to such amount of
fully paid and non-assessable Ordinary Shares as set forth opposite the names
of Isal and Dovrat in SCHEDULE 1 ("WARRANT SHARES").
2. WARRANT CERTIFICATES. The warrant certificates (the "WARRANT
CERTIFICATES") delivered and to be delivered pursuant to this Agreement shall
be in the form set forth in EXHIBIT A attached hereto and made a part hereof,
with such appropriate insertions, omissions, substitutions, and other
variations as required or permitted by this Agreement.
<PAGE>
3. EXERCISE OF WARRANT.
3.1 DISCRETIONARY EXERCISE. The Warrants are exercisable at an
initial exercise price (subject to adjustment as provided in Section 8
hereof) per Ordinary Share set forth in Section 6 hereof, payable by
certified check. Upon surrender of a Warrant Certificate with the annexed
Form of Election to Purchase duly executed, together with payment of the
Purchase Price (as hereinafter defined) for the Ordinary Shares purchased at
the Company's principal offices (presently located at 5 David Navon Street,
Moshav Magshimim, Israel, 56910) the registered holder of a Warrant
Certificate (the "HOLDER" or "HOLDERS") shall be entitled to receive a
certificate or certificates for the Ordinary Shares so purchased. The
purchase rights represented by each Warrant Certificate are exercisable at
the option of the Holder thereof, in whole or in part (but not as to
fractional Ordinary Shares underlying the Warrants). Warrants may be
exercised to purchase all or part of the total number of Ordinary Shares
requested thereby. In the case of the purchase of less than all the Ordinary
Shares purchasable under any Warrant Certificate, the Company shall cancel
said Warrant Certificate upon the surrender thereof and shall execute and
deliver a new Warrant Certificate of like tenor for the balance of the
Ordinary Shares purchasable thereunder.
3.2 COMPULSORY EXERCISE. Notwithstanding the aforesaid, prior to
the expiry of the Exercise Period, the Company may demand the exercise by the
Holder of the Warrant Shares in the event that: (i) the price of one (1)
Ordinary Shares, as quoted on the Nasdaq National List, is US$11 or more for
a consecutive period of twenty (20) days in which trading was conducted in
the Company's shares on Nasdaq; or (ii) the closing of a public offering by
the Company, at an effective price per Ordinary Share (i.e. taking into
account the economical value of other securities offered, if any) of US$11 or
more (any of the foregoing, an "EXERCISE EVENT"). Upon the occurrence of an
Exercise Event, the company shall send to the Holders written notices of the
particulars of the Exercise Event, after which the Holders shall be entitled,
within 10 days after receipt of such notice (the "COMPULSORY EXERCISE
PERIOD"), transfer to the Company the Exercise Price for any Warrant Share
such Holder wishes to exercise, according to the procedure set forth in
Section 3.1 above.
3.3 Without derogating from the aforesaid, immediately after the
end of the Exercise Period or the Compulsory Exercise Period, as applicable,
the right of the Holders to exercise the Warrants shall automatically expire.
4. ISSUANCE OF CERTIFICATES. Upon the exercise of the Warrants, the
issuance of certificates for Ordinary Shares or other securities, properties
or rights underlying such Warrants, shall be made forthwith (and in any event
within five (5) business days thereafter) without charge to the Holder
thereof, and such certificates shall (subject to the provisions of Sections 5
and 7 hereof) be issued in the name of, or in such names as may be directed
by, the Holder thereof; provided, however, that the Company shall only be
required to pay taxes which are due as a direct result of the issuance of the
Ordinary Shares or other securities, properties or rights underlying such
Warrants (e.g. stamp duty), and will not be required to pay any tax which may
be (i) due as a result of the specific identity of the Holder or (ii) payable
in respect of any transfer involved in the issuance and delivery of any such
certificates in a name other than that of the Holder and the Company shall not
<PAGE>
be required to issue or deliver such certificates unless or until the person
or persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.
The Warrant Certificates and the certificates representing the Ordinary
Shares (and/or other securities, property or rights issuable upon the
exercise of the Warrants) shall be executed on behalf of the Company by the
manual or facsimile signature of Company's authorized signatory(ies) under
its corporate stamp reproduced thereon, attested to by the manual or
facsimile signature of the then present Secretary or Assistant Secretary of
the Company. Warrant Certificates shall be dated the date of execution by the
Company upon initial issuance, division, exchange, substitution or transfer.
5. RESTRICTION ON TRANSFER OF WARRANTS. The Holder of a Warrant
Certificate, by its acceptance thereof, covenants and agrees that the
Warrants described therein are being acquired as an investment and not with a
view to the distribution thereof.
The Holder shall not assign or transfer any of the Warrant and/or
Warrant Certificates to any third party, other than following a bona fide
sale or transfer by the Holder to any unaffiliated transferee thereof of all
the Ordinary Shares purchased by such Holder under the Investment Agreement
and/or transfer by each of the Holders of up to 10% of the Warrants to Mt.
Mordechai Weiss and/or Mr. Eylon Peuchas, provided however, that Section 7
below shall not pertain to the Ordinary Shares underlying the Warrant
Certificates transferred as aforesaid. The Holder may assign or transfer any
of the Warrant Certificates to entities controlling, controlled or under
common control with, such Holder. For purpose of this Section 5, "CONTROL"
shall bear the meaning of such term in Section 1 of the Israeli Securities
Law, 1968.
6. EXERCISE PRICE.
6.1 INITIAL AND ADJUSTED EXERCISE PRICE. Except as otherwise
provided in Section 8 hereof, the initial exercise price of each Warrant
shall be US$8.00 per Ordinary Share. The adjusted exercise price of each
Warrant shall be the price which shall result from time to time from any and
all adjustments of the initial exercise price in accordance with the
provisions of Section 8 hereof.
6.2 EXERCISE PRICE. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.
7. REGISTRATION RIGHTS.
7.1 REGISTRATION UNDER THE SECURITIES ACT OF 1933.
(a) The Warrants, and the Ordinary Shares issuable upon
exercise of the Warrants, have not been registered under the Securities Act
of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the
Warrant certificates representing the Ordinary Shares and any other
securities issuable upon exercise of the Warrants shall bear the following
legend:
<PAGE>
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended ("Act"),
and may not be offered or sold except pursuant to (i) an
effective registration statement under the Act, (ii) to the
extent applicable, Rule 144 under the Act (or any similar
rule under such Act relating to the disposition of securities),
or (iii) an opinion of counsel, if such opinion shall be
reasonably satisfactory to counsel to the issuer, that an
exemption from registration under such Act is available.
(b) Holders of the Ordinary Shares shall be entitled to all of the
rights and privileges relating to registration rights afforded to the Holders
in the Investment Agreement (including the Registration Rights Agreement
attached thereto), which is incorporated herein by reference and expressly
made a part hereof.
8. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.
8.1 SUBDIVISION AND COMBINATION. In case the Company shall at any
time subdivide or combine the outstanding Ordinary Shares, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.
8.2 STOCK DIVIDENDS AND DISTRIBUTIONS. In case the Company shall
pay a dividend on, or make a distribution of, Ordinary Shares or of the
Company's capital stock convertible into Ordinary Shares, the Exercise Price
shall forthwith be proportionately decreased. An adjustment made pursuant to
this Section 8.2 shall be made as of the record date for the subject stock
dividend or distribution.
8.3 ADJUSTMENT IN NUMBER OF SECURITIES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 8, the number of
Ordinary Shares issuable upon the exercise of each Warrant shall be adjusted
to the nearest full amount by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of
Ordinary Shares issuable upon exercise of the Warrants immediately prior to
such adjustment and dividing the product so obtained by the adjusted Exercise
Price.
8.4 DEFINITION OF ORDINARY SHARES. For the purpose of this
Agreement, the term "Ordinary Shares" shall mean (i) the class of shares
designated as Ordinary Shares in the Articles of Association of the Company
as may be amended as of the date hereof, or (ii) any other class of shares
resulting from successive changes or reclassifications of such Ordinary
Shares consisting solely of changes in nominal value, or from nominal value
to no nominal value, or from no nominal value to nominal value.
8.5 MERGER OR CONSOLIDATION. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
or sale by the Company of all or substantially all of its assets to another
corporation (other than a consolidation or merger which does not result in
any reclassification or change of the outstanding Ordinary Shares), the
corporation
<PAGE>
formed by such consolidation or merger or acquiror of such assets shall
execute and deliver to the Holder a supplemental warrant agreement providing
that the Holder of each Warrant then outstanding or to be outstanding shall
have the right thereafter (until the expiration of such Warrant) to receive,
upon exercise of such Warrant, the kind and amount of shares of stock and
other securities and property receivable upon such consolidation or merger,
by a holder of the number of Ordinary Shares of the Company for which such
Warrant might have been exercised immediately prior to such consolidation,
merger, sale or transfer. Such supplemental warrant agreement shall provide
for adjustments which shall be identical to the adjustments provided in
Section 8. The above provision of this Subsection shall similarly apply to
successive consolidations or mergers.
8.6 NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES. No adjustment
of the Exercise Price shall be made.
(a) Upon the issuance or sale of the Warrants or the Ordinary
Shares issuable upon the exercise of the Warrants or the options, rights and
Warrants issued and outstanding on the date hereof; or
(b) If the amount of said adjustment shall be less than 2 cents
($.02) per Ordinary Share, provided, however, that in such case any
adjustment that would otherwise be required then to be made shall be carried
forward and shall be made at the time of and together with the next
subsequent adjustment which, together with any adjustment so carried forward,
shall amount to at least 2 cents ($.02) per Ordinary Share.
9. EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES. Each Warrant
Certificate is exchangeable without expense, upon the surrender thereof by
the registered Holder at the principal executive office of the Company, for a
new Warrant Certificate of like tenor and date representing in the aggregate
the right to purchase the same number of Ordinary Shares in such
denominations as shall be designated by the Holder thereof at the time of such
surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Warrant Certificate, and,
in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of the
Warrants, if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor, in lieu therof.
10. ELIMINATION OF PRACTICAL INTERESTS. The Company shall not be
required to issue certificates representing fractions of Ordinary Shares upon
the exercise of the Warrants, nor shall it be required to issue scrip or pay
cash in lieu of fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of Ordinary Shares, or other securities, properties
or rights
<PAGE>
11. RESERVATION AND LISTING OF SECURITIES. The Company shall at all
times reserve and keep available out of its authorized Ordinary Shares,
solely for the purpose of issuance upon the exercise of the Warrants, such
number of Ordinary Shares or other securities, properties or rights as shall
be issuable upon the exercise thereof. The Company covenants and agrees that,
upon exercise of the Warrants and payment of the Exercise Price therefor, all
Ordinary Shares and other securities issuable upon such exercise shall be
duly and validly issued, full paid, non-assessable and not subject to the
preemptive rights of any stockholder. As long as the Warrants shall be
outstanding, the Company shall use its best efforts to cause all Ordinary
Shares issuable upon the exercise of the Warrants to be listed (subject to
official notice of issuance) on all securities exchanges, if any, on which
the Ordinary Shares issued to the public in connection herewith may then be
listed and/or quoted on NASDAQ.
12. NOTICES TO WARRANT HOLDERS. Nothing contained in this Agreement
shall be construed as conferring upon the Holders the right to vote or to
consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having
any rights whatsoever as a stockholder of the Company. If, however, at any
time prior to the expiration of the Warrants and their exercise, any of the
following events shall occur:
(a) the Company shall take a record of the holders of its
Ordinary Shares for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of than current or retained earnings,
as indicated by the accounting treatment of such dividend or distribution on
the books of the Company; or
(b) the Company shall offer to all the holders of its Ordinary
Shares any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company,
or any option, right or warrant to subscribe thereof; or
(c) a dissolution, liquidation, or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety shall
be proposed.
then, in any one or more of said events, the Company shall give written
notice of such event at least fifteen (15) days prior to the date fixed as a
record date or the date of closing the transfer books for the determination
of the stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale.
13. NOTICES. All notices, requests, consents and other communications
hereunder shall in writing, and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt
requested;
(a) If to the registered Holder of the Warrants, to the address of such
Holder as shown on the books of the Company; or
<PAGE>
(b) If to the Company, at P.O. Box 8440, Moshav Magshimim, Israel, 56910
or to such other address as the Company may designate by notice to the
Holders.
14. SUPPLEMENTS AND AGREEMENTS. The Company and the Holder may from time
to time supplement or amend this Agreement without the approval of any
Holders of Warrant Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or
inconsistent with any provisions herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and
Josephthal may deem necessary or desirable and which the Company and
Josephthal deem shall not adversely affect the interests of the Holders of
Warrant Certificates.
15. SUCCESSORS. All the covenants and provisions of this Agreement shall
be binding upon and inure to the benefit of the Company, the Holders and
their respective successors and assigns hereunder.
16. TERMINATION. This Agreement shall terminate at the close of business
on August 17, 2003.
17. GOVERNING LAW: SUBMISSION TO JURISDICTION. This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Israel and for all purposes shall be construed
in accordance with the laws of said State, without giving effect to the rules
of said State governing the conflicts of laws.
The Company and the Holders hereby agree that any action, proceeding or
claim against it arising out of, or relating in any way to, this Agreement
shall be brought and enforced in the courts of the State of New York or of
the United States of America for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company and the Holders hereby irrevocably waive any objection
to such exclusive jurisdiction or inconvenient forum. Any such process or
summons to be served upon any of the Company and the Holders (at the option
of the party bringing such action, proceeding or claim) may be served by
transmitting a copy thereof, by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in
Section 13 hereof. Such mailing shall be deemed personal service and shall be
legal and binding upon the party so served in any action, proceeding or
claim. The Company and the Holders agree that the prevailing party(ies) in
any such action or proceeding shall be entitled to recover from the other
party(ies) all of its/their reasonable legal costs and expenses relating to
such action or proceeding and/or incurred in connection with the preparation
therefor.
18. ENTIRE AGREEMENT: MODIFICATION. This Agreement (including the
Investment Agreement to the extent portions thereof are referred to herein)
contains the entire understanding between the parties hereto with respect to
the subject matter hereof and may not be modified or
<PAGE>
amended except by a writing duly signed by the party against whom enforcement
of the modification or amendment is sought.
19. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision of this Agreement.
20. CAPTIONS. The caption headings of the Sections of this Agreement are
for convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive
effect.
21. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and any
other Holder(s) of the "Warrant Certificates or Ordinary Shares any right,
remedy or claim under this Agreement; and this Agreement shall be for the
sole and exclusive benefit of the Company any other Holder(s) of the Warrant
Certificates or Ordinary Shares.
22. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
NUR MACROPRINTERS LTD.
By: /s/ Erez Shachar
-----------------------------------
Erez Shachar
President & Chief Executive Officer
DOVRAT & CO. LTD. ISAL AMLAT INVESTMENT (1993) LTD.
By: /s/ Illegible By: /s/ Illegible
----------------------- ----------------------------------
Name: Name
Title: Title:
<PAGE>
EXHIBIT A
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES
ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
(i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT
(OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
No. W- Warrants
----------------------- ---------
WARRANT CERTIFICATE
This Warrant Certificate certifies that __________________, or
registered assigns, is the registered holder of a warrant exercisable, at any
time from August ___, 1999 until 5:30 p.m. Israel time on August ___, 2003
(the "EXERCISE PERIOD" and "EXPIRATION DATE"), up to _____ fully-paid and
non-assessable Ordinary Shares, NIS 1.0 nominal value per share (the
"ORDINARY SHARES" and "WARRANT SHARES") of Nur Macroprinters Ltd., an Israeli
corporation (the "COMPANY"), at the initial exercise price, subject to
adjustment in certain events of US$8.00 per Ordinary Share (the "EXERCISE
PRICE"); upon surrender of this Warrant Certificate and payment of the
applicable Exercise Price at an office or agency of the Company, but subject
to the conditions set forth herein and in the Warrant Agreement dated as of
August 18, 1999 between the Company, Dovrat & Co. Ltd. and Isal Amlat
Investment (1993) Ltd. (the "WARRANT AGREEMENT"). Payment of the applicable
Exercise Price shall be made by certified check payable to the order of the
Company.
Notwithstanding the aforesaid, as set forth in the Warrant
Agreement, prior to the expiry of the Exercise Period, the Company may demand
the exercise by the Holder of the Warrant Shares in the event that:
(i) The price of one (1) Ordinary Share, as quoted on the Nasdaq
National List, is US$11 or more for a consecutive period of twenty (20) days
in which trading was conducted in the Company's shares on Nasdaq; or
<PAGE>
(ii) The closing of a public offering by the Company, at an
effective price per Ordinary Share (i.e. taking into account the economical
value of other securities offered, if any) of US$11 or more.
No Warrant may be exercised after 5:30 p.m., Israel time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless
exercised prior thereto, shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference herein and made a part
of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Company and the holders (the words "HOLDERS" or "HOLDER" meaning the
registered holders or registered holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain
events, the then applicable Exercise Price and the type and/or number of the
Company's securities issuable thereupon may, subject to certain conditions,
be adjusted. In such event, the Company will, at the request of the holder,
issue a new Warrant Certificate evidencing the adjustment in the then
applicable Exercise Price and the number and/or type of securities issuable
upon the exercise of the Warrants; provided, however, that the failure of the
Company to issue such new Warrant Certificates shall not in any way change,
after, or otherwise impair, the rights of the holder as set forth in the
Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided herein and in the
Warrant Agreement, without any charge except for any tax or other
governmental charge imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate stamp.
Dated August 18, 1999
NUR MACROPRINTERS LTD.
By: /s/ Erez Shachar
-----------------------------------
Erez Shachar
President & Chief Executive Officer
<PAGE>
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase [CHECK APPROPRIATE BOX]:
all the Ordinary Shares under the Warrant Certificate; or
part [___________][INDICATE NUMBER] of the Ordinary Shares under the
Warrant Certificate:
and herewith tenders in payment for such securities a certified check payable
to the order of NUR MACROPRINTERS LTD. in the amount of $________, all in
accordance with the terms hereof. The undersigned requests that a certificate
for such securities be registered in the name of _____________________________
_______________________________________ whose address is _____________________
_____________________________________________ such Certificate be delivered to
________________________________________ whose address is ____________________
_________________________________________________.
Dated:
Signature __________________________________
(Signature must conform in all respects to name of holder as
specified on the face of the Warrant Certificate.)
(Insert Social Security or Other
Identifying Number of Holder)
<PAGE>
[FORM OF ASSIGNMENT]
(To be executed, subject to the limitations set forth in the Warrant
Agreement, by the registered holder if such holder desires to transfer the
Warrant Certificate.)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest
therein, and hereby irrevocably constitutes and appoints ______________________
______________ Attorney, to transfer the within Warrant Certificate on the
books of the within-named Company, with full power of substitution.
Dated:
Signature __________________________________
(Signature must conform in all respects to name of holder as
specified on the face of the Warrant Certificate.)
(Insert Social Security or Other Identifying Number of Assignee).
<PAGE>
SCHEDULE 1
----------
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
DOVRAT ISAL TOTAL
INVESTMENT -------------------------- ------------------------- -------------------------
ORDINARY US$ ORDINARY US$ ORDINARY in US$
SHARES SHARES SHARES
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ISSUED 60,000 330,000 540,000 2,970,000 600,000 3,300,000
SHARES
- ----------------------------------------------------------------------------------------------
WARRANTS 15,000 120,000 135,000 1,080,000 150,000 1,200,000
- ----------------------------------------------------------------------------------------------
TOTAL 75,000 450,000 675,000 4,050,000 750,000 4,500,000
- ----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 9
REGISTRATION RIGHTS AGREEMENT
The following provisions shall govern the registration of Issued Shares and
the Warrant Shares (upon the exercise thereof):
1. DEFINITIONS.
Unless otherwise defined herein, all capitalized terms shall bare the
meaning ascribed thereto in the Investment Agreement (as defined below). As
used herein, the following terms have the following meaning:
"AGREEMENT" means this Registration Rights Agreement
"INVESTMENT AGREEMENT" means that certain Share and Warrant Purchase
Agreement, date August __, 1999, between Nur Macroprinters Ltd., Dovrat & Co.
Ltd. and Isal Amlat Investment (1993) Ltd.
"ORDINARY SHARES" means Ordinary Shares of par value NIS 1.00 each
of the Company.
"HOLDER" means any holder of outstanding Registrable Shares or
shares convertible into Registrable shares, who acquired such Registrable
Shares or shares convertible into Registrable Shares in a transaction or
series of transactions not involving any registered offering.
"COMMISSION" refers to the Securities and Exchange Commission.
"REGISTER", "REGISTERED", and "REGISTRATION" refer to a registration
effected by filing a registration statement in compliance with the Securities
Act and the declaration or ordering by the commission of effectiveness of
such registration statement, or the equivalent actions under the laws of
another jurisdiction.
"REGISTRABLE SHARES" means the Ordinary Shares purchased by Isal and
Dovrat pursuant to the Investment Agreement and any Ordinary Shares exercised
under the Warrant (as defined therein).
"SECURITIES ACT" shall mean the U.S. Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
2. INCIDENTAL REGISTRATION. If the Company at any time proposes to
register any of its securities, other than in a demand registration under
Section 3 or Section 5 of the Agreement, on any form (other than a
Registration Statement on Form S-8 or any successor form for securities to be
offered to employees of the Company pursuant to any employer benefit plan),
for its own account or for the
<PAGE>
account of any other person, including in an initial public offering, it
shall give notice to the Holder of such intention. Upon the written request
of the Holder given within twenty (20) days after receipt of any such notice,
the Company shall include in such registration all of the Registrable Shares
indicated in such request, so as to permit the disposition of the shares so
registered in the manner requested by the Holder. Notwithstanding any other
provision of this Section 2, with respect to an underwritten initial public
offering by the Company, if the managing underwriter advises the Company in
writing that marketing or other factors require a limitation of the number of
shares to be underwritten, then there shall be excluded from such
registration and underwriting to the extent necessary to satisfy such
limitation, shares held by the Holder and by other shareholders of the
Company who are entitled to have their shares included in such registration,
pro rata among them to the extent necessary to satisfy such limitation. To
the extent Registrable Securities are excluded from such underwriting, the
Holder shall agree not to sell its Registrable Shares included in the
registration statement for such period, not to exceed 180 days, as may be
required by the managing underwriter, and the Company shall keep effective
and current such registration statement for such period as may be required to
enable the Holder to complete the distribution and resale of its Registrable
Shares.
3. DEMAND REGISTRATION. The Holders are entitled once (1) to request
in writing that all or part of the Registrable Shares shall be registered
under the Securities Act ("DEMAND"). Such Demand must request the
registration of shares in a minimum of two million United States Dollars
($2,000,000). Thereupon, the Company shall effect the registration, on Form
F-1 or on Form F-3 (or F-3, or any successor form for securities to be
offered in a transaction of the type referred to in Rule 415 under the
Securities Act, and any related qualification or compliance), of all
Registrable Shares as to which it has received such request for registration
as promptly as practicable; provided, however, that the Company shall not be
required to effect any registration under this Section 3 within a period of
one hundred and eighty (180) days, (but shall be required to prepare and file
the registration statement within such period), following the effective date
of a previous registration in which the Holder had the right to participate
pursuant to Section 2. Should the lock-up in accordance with Section 12 below
be for a period short than 180 days, then the 180 period of the preceding
sentence shall be shortened accordingly.
In the event that the Holders shall exercise the Warrants in full
(according to the terms of the Investment Agreement), and prior to such
exercise the Holders shall also have exercised the Demand, then the Holders
shall be entitled to one additional demand registration (on F-1 or F-3 forms,
if available) with respect to the Warrant Shares, and the provisions of this
Section 3 above shall apply to such demand registration.
4. DELAY OF REGISTRATION. The Company may delay the filing or
effectiveness of any registration statement prepared pursuant to Section 3
for a period of up to 180 days (and, if the Company makes a good faith
determination that further delay is necessary, for up to an additional 60
days) after the date of a request for registration pursuant to Section 3, if
the Company determines in good faith that (a) it is in possession of
material, non-public information concerning an acquisition,
2
<PAGE>
merger, recapitalization, consolidation, reorganization, or other material
transaction by or of the Company, and (b) disclosure of such information
would jeopardize any such transaction or otherwise materially harm the
Company; provided, however, that the Company may exercise such right to delay
the filing of a registration statement only once and that such delay period
will not delay the effectiveness of a registration statement demanded under
Section 3 beyond a period of 180 days following the effective date of a
previous registration.
5. TERMINATION OF REGISTRATION RIGHTS
5.1 No Holder shall be entitled to exercise any right provided for
in Sections 2 or 3 hereof, after four years following the date of the Closing
of the Investment Agreement.
5.2 In addition, the right of any Holder to request registration
pursuant to Sections 2 and 3 shall terminate with respect to such Holder upon
such date that all shares of Registrable Securities held or entitled to be
held upon conversion by such Holder may immediately be sold under Rule 144
(or any successor rule) during any sixty-day period.
6. DESIGNATION OF UNDERWRITER.
6.1 In the event of any registration effected pursuant to Section
3, the Holders that submitted the request for registration may provide their
recommendation of candidates to be the managing underwriter(s) in any
underwritten offering and the Company shall have the sole discretion to
accept such candidate or offer a different managing underwriter(s).
6.2 In the case of any registration initiated by the Company, the
Company shall have the right to designate the managing underwriter in any
underwritten offering.
7. EXPENSES. All expenses incurred in connection with any registration
under Section 2 or Section 3 shall be borne by the Company; provided, however,
that the Holder shall pay its pro rata portion of the discounts payable to
any underwriter.
8. INDEMNITIES. In the event of any registered offering of Ordinary
Shares pursuant to this Agreement:
8.1 The Company will indemnify and hold harmless, to the fullest
extent permitted by law, the Holder and any underwriter for the Holder, and
each person, if any, who controls the Holder or such underwriter, from and
against any and all losses, damages, claims, liabilities, joint or several,
costs, and expenses (including any amounts paid in any settlement effected
with the Company's consent) to which the Holder or any such underwriter or
controlling person may become subject under applicable law or otherwise,
insofar as such losses, damages, claims, liabilities (or actions or
proceedings in respect thereof), costs, or expenses arise out of are based
3
<PAGE>
upon (i) any untrue statement or alleged untrue statement of any material
fact contained in the registration statement or included in the prospectus,
as amended or supplemented, or (ii) the omission or alleged omission to state
therein a material fact required to be started therein or necessary to make
the statement therein, in the light of the circumstances in which they are
made, not misleading, and the Company will reimburse the Holder, such
underwriter, and each such controlling person of the Holder or the
underwriter, promptly upon demand, for any reasonable legal or any other
expenses incurred by them in connection with investigating, preparing to
defend, or defending against, or appearing as a third-party witness in
connection with such loss, claim, damage, liability, action, or proceeding;
PROVIDED, HOWEVER, that the Company will not be liable in any such cease to
the extent that any such loss, damage, liability, cost, or expense arises
solely out of or is based solely upon an untrue statement or alleged untrue
statement, or omission or alleged omission, so made in conformity with
information furnished to the Company in writing by the Holder, such
underwriter, or such controlling persons in writing specifically for
inclusion therein; PROVIDED, FURTHER, that this indemnity shall not be deemed
to relieve any underwriter of any of its due diligence obligations; and
PROVIDED, FURTHER, that the indemnity agreement contained in this Sub-Section
8.1 shall not apply to amounts paid in settlement of any such claim, loss,
damage, liability, or action if such settlement is effected without the
consent of the Company, which consent shall not be unreasonably withheld.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Holder, the underwriter, or any
controlling, person of the Holder or the underwriter, and regardless of any
sale in connection with such offering by the Holder. Such indemnity shall
survive the transfer of securities by a Holder.
8.2 The Holder participating in a registration hereunder will indemnify
and hold harmless the Company, any underwriter for the Company, and each
person, if any, who controls the Company or such underwriter, from and
against any and all losses, damages, claims, liabilities, costs, or expenses
(including any amount paid in any settlement effected with the Holder's
consent) to which the Company or any such controlling person and/or any such
underwriter may become subject under applicable law or otherwise, insofar as
such losses, damages, claims, liabilities (or actions or proceedings in
respect thereof), costs, or expense arise out of or are based on (i) any
untrue or alleged untrue statement of any material fact contained in the
registration statement or included in the prospectus, as amended or
supplemented, or (ii) the omission or the alleged omission to state therein a
material fact required to be started therein or necessary to make the
statements therein, in the light of the circumstance in which they were made,
not misleading, and the Holder will reimburse the Company, any underwriter,
and each such controlling person of the Company or any underwriter, promptly
upon demand, for any reasonable legal or other expenses incurred by them in
connection with investigating, preparing to defend, or defending against, or
appearing as a third-party witness in connection with such loss, claim,
damage, action, or proceeding; in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was so made in strict conformity with written information
furnished in a certificate by the Holder specifically for inclusion therein.
The foregoing indemnity agreement is subject to the condition that, insofar
as it relates to any such untrue statement (or alleged untrue statement), or
omission (or alleged omission) made in the preliminary prospectus but
eliminated or remedied in the amended prospectus at the time the
4
<PAGE>
registration statement becomes effective in the Final Prospectus, such
indemnity agreement shall not inure to the benefit of (i) the Company and
(ii) any underwriter, if a copy of the Final Prospectus was not furnished to
the person or entity asserting the loss, liability, claim, or damage at or
prior to the time such furnishing is required by the Security Act; PROVIDED,
FURTHER, that this indemnity shall not be deemed to relive any underwriter of
any of its due diligence obligations; PROVIDED, FURTHER, that the indemnity
agreement contained in this Sub-Section 8.2 shall not apply to amounts paid
in settlement of any such claim loss, damage, liability, or action if such
settlement is effected without the consent of the Holder, as the case may be,
which consent shall not be unreasonably withheld. In no event shall the
liability of the Holder exceed the gross proceeds from the offering received
by the Holder.
8.3 Promptly after receipt by an indemnified party pursuant to the
provisions of Section 8.1 of 8.2 of notice of the commencement of any action
involving the subject matter of the foregoing indemnity provisions, such
indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant to the provisions of said Section 8.1 or 8.2,
promptly notify the indemnifying party of the commencement thereof; but the
omission to notify the indemnifying party shall only relieve it from any
liability which it may have to any indemnified party to the extent that such
indemnifying party has been damaged by such omission to notify hereunder. In
case such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party shall
have the right to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof with counsel reasonably satisfactory to such indemnified
party; PROVIDED, HOWEVER, that if the defendants in any action include both
the indemnified party and the indemnifying party and if in the reasonable
judgment of the indemnified party there are separate defenses that are
available to the indemnified party or there is a conflict of interest which
would prevent counsel for the indemnifying party from also representing the
indemnified party, the indemnified party or parties shall have the right to
select, at the expense of the indemnifying party, separate counsel to
participate in the defense of such action on behalf of such indemnified party
or parties; PROVIDED, FURTHER, HOWEVER, that if the Holder are the
indemnified party, the Holder shall be entitled to one separate counsel at
the expense of the Company and if underwriters are also indemnified parties
who are entitled to counsel separate from the indemnifying party, then all
underwriters as a group shall be entitled to one separate counsel at the
expense of the Company. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to
the provisions of said Section 8.1 or 8.2 for any legal or other expense
subsequently incurred by such indemnified party in connection with the
defense thereof, unless (i) the indemnified party shall have employed counsel
in accordance with the provision of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after the notice of the commencement of the action and within 15 days
after written notice of the indemnified party's intention to employ separate
counsel pursuant to the previous sentence, or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. No indemnifying party will consent to
entry of any judgment of enter into any settlement which does not include as
an unconditional term thereof the
5
<PAGE>
giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.
8.4 If recovery is not available under the foregoing
indemnification provisions, for any reason other than as specified therein,
the parties entitled to indemnification by the terms thereof shall be
entitled to contribution to liabilities and expenses. In determining the
amount of contribution to which the respective parties are entitled, there
shall be considered the parties' relative knowledge and access to information
concerning the matter with respect to which was asserted, the opportunity to
correct and prevent any statement or omission, and any other equitable
consideration appropriate under the circumstances. In no event shall any party
that is found liable for fraudulent misrepresentation within the meaning of
Section 1(f) of the Securities Act be entitled to contribution hereunder from
any party not found so liable, and in no event shall any contribution from
any Holder be more than the gross proceeds from the offering received by such
Holder.
9. OBLIGATIONS OF THE COMPANY. Whenever required under this Agreement
to effect the registration of any Registrable Shares, the Company shall, as
expeditiously as possible:
9.1 Prepare and file with the Commission a registration statement
with respect to such Registrable Shares and use its best efforts to cause
such registration statement to become effective, and, upon the request of the
Holder, keep such registration statement effective for a period of up to 90
days (for any registration other than under Form F-3 or S-3 which shall be
kept effective subject to the provisions of Rule 415), or, if sooner, until
the distribution contemplated in the Registration Statement has been
completed.
9.2 Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of
all Registrable Shares covered by such registration statement.
9.3 Furnish to the Holder such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirement of the
Securities Act, and such other documents as they may reasonably request in
order to facilitate the disposition of Registrable Shares owned by them.
9.4 In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. The Holder
participating in such underwriting shall also enter into and perform its
obligations under such agreement.
9.5 Notify each holder of Registrable Shares covered by such
registration statement at any time which a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an
6
<PAGE>
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and promptly
amend such prospectus by filing a post effective supplement so that
such prospectus does not contain an untrue statement of material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing, and deliver copies thereof to the Holder.
9.6 Cause all Registrable Shares registered pursuant hereunder to
be listed on each securities exchange or Nasdaq on which similar securities
issued by the Company are then listed.
9.7 Provide a transfer agent and registrar for all Registrable
Shares registered pursuant hereunder and a CUSIP number for all such
Registrable Shares, in each case not latter than the effective date of such
registration.
9.8 Furnish, at the request of the Holder requesting registration
of Registrable Shares pursuant to this Agreement, on the date that such
Registrable Shares are delivered to the underwriters for sale in connection
with a registration pursuant to this AGreement, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to
such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to the Holder
requesting registration of Registrable Shares, and (ii) a letter dated such
date, from the independent certified public accountants of the Company, in
form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering addressed to
the underwriters, if any, and to the Holder requesting registration of
Registrable Shares.
9.9 CONDITIONS TO REGISTRATION. The Company shall not be obligated
to effect the registration of the Registrable Shares pursuant to this
Agreement unless the Holder participating therein consent to customary
conditions of a reasonable nature that are imposed by the Company, including,
but no limited to, the following:
(a) conditions prohibiting the sale of Registrable Shares by
the Holder form 30 days before the filing of the registration statement until
the registration statement becomes effective;
(b) conditions requiring the Holder to comply with all
applicable provisions of the Securities Act and the United States Securities
Exchange Act of 1934, as amended, (the "Exchange Act"), including, but not
limited to, the prospectus delivery requirement, and to furnish to the
Company information about sales made in such public offering; and
(c) conditions prohibiting the Holder, upon receipt of written
notice from the Company that it is required by law to correct or update the
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<PAGE>
registration statement or prospectus, from effecting sales of the Registrable
Shares until the Company has completed the necessary correction or updating.
10. ASSIGNMENT OF REGISTRATION RIGHTS: The Holder may assign its rights
to cause the Company to register Shares pursuant to this Agreement to a
transferee of ALL or any part of its Registrable Shares. The transferor
shall, within twenty (20) days after such transfer, furnish the Company with
written notice of the name and address of such transferee and the securities
with respect to which such registration rights are being assigned, and the
transferee's written agreement to be bound by this Agreement.
11. LOCK-UP. In any registration of the Company's shares, the Holder
acknowledge that any sales of Registrable Shares may be subject to a
"lock-up" period restricting such sales beginning thirty (30) days prior to,
and for up to one hundred and eighty (180) days following, the effective date
of such registration, and the Holder will agree to abide by such customary
"lock-up" period as is required by the underwriter in such registration.
12. CUSTOMARY ARRANGEMENTS. The Holder may not participate in any
underwritten offering pursuant to a registration filed hereunder unless
such person (a) agrees to sell such person's securities on the basis provided
in any customary underwriting arrangements, and (b) provides any relevant
information and completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements, and other documents required under the
terms of such underwriting arrangements; provided, however, that the Holder
participating in the underwritten registration may appoint one legal or other
representative to negotiate the underwriting arrangements.
13. PUBLIC INFORMATION. At any time and from time to time after the
earlier of the close of business on such date as (a) a registration statement
filed by the Company under the Securities Act becomes effective, or (b) the
Company registers a class of securities under Section 12 of the Exchange Act,
the Company shall undertake to make publicly available and available to the
Investors adequate current public information within the meaning of, and as
required pursuant to, Rule 144.
14. NON-UNITED STATES OFFERING. In the event of a public offering of
securities of the Company outside of the United States, the Company will
afford the Holder registration rights in accordance with applicable law and
comparable in substance to the foregoing registration rights.
<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 F-3
------------------------------------------------------------
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 F-3 (the "REGISTRATION STATEMENT") with the
Securities and Exchange Commission connection with:
(i) Up to 7,758,173 Ordinary Shares par value NIS 1.0 each of the
Corporation, comprising part of the existing issued share
capital of the Corporation, which are to be sold by
shareholders of the Corporation, as detailed in the
Registration Statement (the "SELLING SHAREHOLDERS SHARES"),
and
(ii) up to 705,000 Ordinary Shares par value NIS 1.0 each of the
Corporation issuable upon exercise of Warrants granted by the
Corporation (the "WARRANT 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
1 of 2
<PAGE>
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 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 Selling Shareholders Shares have been duly and validly
authorized and are validly issued, fully paid and
non-assessable.
(ii) The Warrant Shares 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.
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.
2 of 2
<PAGE>
Exhibit 21
<TABLE>
<CAPTION>
LIST OF SUBSIDIARIES
Jurisdiction Percent Owned
Name of Subsidiary of Incorporation by Registrant
- ------------------ ---------------- -------------
<S> <C> <C>
Active
- ------
NUR Media Solutions S.A. Belgium 100%
NUR Advanced Technologies (Europe) S.A. Belgium 100%
NUR America Inc. Delaware 100%
M.NUR Marketing & Communication GmbH Germany 84%
NUR Middle East & Africa, Ltd. Israel 100%
NUR Asia Pacific Ltd. Hong Kong 100%
NUR Pro Engineering Ltd. Israel 50%
Stilachem S.A. Belgium 50%
Inactive
- --------
NUR Hungaria KFT (1) Hungary 100%
Good-Lux S.A. (1) Luxembourg 100%
M.B.T. (NUR) Industries Ltd. Israel 100%
NUR Print Technologies (1993) Ltd. Israel 100%
N.A.T. Holdings and Investments (1997) Ltd. Israel 100%
</TABLE>
- ----------------------
(1) Represents the percentages of ownership of NUR Media Solutions S.A. in
these subsidiaries.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form F-3 of Nur Macroprinters Ltd. and in the related Prospectus of our report
dated March 1, 1999, with respect to the consolidated financial statements of
Nur Macroprinters Ltd. included 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 F-3 filed with the
Securities and Exchange Commission and pertaining for the registration of
Ordinary Shares of Nur Macroprinters Ltd.
Kost, Germany /s/ Willy Knyrim
November 30, 1999 -------------------------
Willy Knyrim
