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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2000
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
<TABLE>
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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 (2) OFFERING PRICE (2) FEE
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<S> <C> <C> <C> <C>
ordinary shares,
NIS 1.0 nominal value per share 1,452,301 shares(3) $10.5547 $15,328,601.36 $4,046.75
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(1) Pursuant to Rule 416, this registration statement shall be deemed to cover
an indeterminate number of additional shares of common stock in the event
the number of outstanding shares of the Company is increased by stock
split, stock divided and/or similar transactions.
(2) Pursuant to Rule 457(c), the proposed maximum offering price per share and
the proposed maximum aggregate offering price have been calculated on the
basis of $10.5547 per share, the average of the bid and asked prices of the
ordinary shares on the Nasdaq National Market on October 9, 2000.
(3) Includes 37,411 shares underlying warrants.
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.
================================================================================
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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 OCTOBER 12, 2000
PRELIMINARY PROSPECTUS
1,452,301
NUR MACROPRINTERS LTD.
ORDINARY SHARES
-----------------
The selling security holders identified in this prospectus are offering
up to 1,452,301 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 October 10, 2000 was
$10.875 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" beginning on page 13 for a
list of the selling security holders. See "Plan of Distribution" beginning on
page 16 for a description of how the ordinary shares can be sold.
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INVESTING IN OUR ORDINARY SHARES INCLUDES RISKS. FOR MORE INFORMATION,
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 7.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------
The date of this prospectus is ____________, 2000
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TABLE OF CONTENTS
PAGE
Available Information..........................................................2
Incorporated Documents.........................................................3
The Company....................................................................4
Risk Factors...................................................................7
Special Note Regarding Forward-Looking Statements.............................12
Use of Proceeds...............................................................12
Selling Security Holders......................................................13
Plan of Distribution..........................................................16
Legal Matters.................................................................17
Experts.......................................................................17
SEC Position on Indemnification for Securities Act Liabilities................18
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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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, 1999 as filed with the Commission on May 4, 2000;
(b) Our Current Reports on Form 6-K and 6-K/A filed with the
Commission on May 12, 2000, May 18, 2000, May 22, 2000, July
6, 2000, July 7, 2000, August 9, 2000, September 11, 2000 and
October 12, 2000; 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.
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THE COMPANY
INTRODUCTION
NUR Macroprinters Ltd. is a leading supplier of wide and super wide
format digital printing systems worldwide. 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 inks and
solvents for use with our printers and print substrates for use with all brands
of wide format digital printers.
In July 2000, we acquired substantially all assets and specified
liabilities of Salsa Digital, Ltd. and related entities, previously one of our
competitors in the digital printing market. In 1999, 1998 and 1997, the business
we acquired from Salsa Digital had revenues of $33 million, $25 million and $13
million, compared with our revenues during the same periods of $61 million, $36
million and $22 million.
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.
SUPER WIDE FORMAT PRINTERS
Our NUR Blueboard(TM) printer is a second generation super wide format
printer which we introduced in early 1997. The NUR Blueboard printer can print
in variable widths from 0.9 to 5 meters (approximately 3 to 16.4 feet). The NUR
Blueboard printer is based on our 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 NUR Blueboard
printer, the NUR Blueboard 2(TM), in response to demand from our customers for
increased productivity. In February 1999, we introduced the NUR Blueboard
HiQ(TM) and in April 2000 we introduced the NUR Blueboard HiQ+(TM), which
produce higher quality prints with higher resolution than the previous NUR
Blueboard printers.
Our NUR Salsa 5000(TM) can print on widths of up to 5 meters wide
(approximately 16.4 feet). The NUR Salsa 5000 is based on piezo drop-on-demand
technology with eight-color, 600 dpi printing capability. The NUR Salsa 5000(TM)
is designed to deliver photo realistic prints especially suited for super wide
print jobs that require up-close viewing, such as indoor event graphics.
WIDE FORMAT PRINTERS
In January 2000, we started selling the NUR Fresco(TM), a new printing
system that is a
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digital complement to wide format screen printers in the market for short and
medium-run jobs. The NUR Fresco is a high-quality digital production press,
bringing a combination of speed and productivity to the wide format market. The
NUR Fresco printer is based on our continuous drop-on-demand digital printing
technology.
Our NUR Salsa(TM) series includes a range of cost-effective wide
format, photorealistic digital printers designed for short runs in widths from
1.5 to 3.2 meters (5 to 10 feet). The NUR Salsa series is based on piezo
drop-on-demand technology and has eight-color, 600 dpi printing capability. With
speeds up to 40 square meters (410 square feet) per hour for commercial output,
the NUR Salsa series makes both one-offs and short-run jobs profitable. This
series of printers uses low-cost consumables and prints on a wide selection of
substrates, ensuring low operating costs.
CONSUMABLES
The ink we sell to our customers for use with our NUR Blueboard, NUR
Fresco and NUR Salsa printers is resistant to water and ultraviolet rays and is
well suited for indoor and outdoor use without lamination. The substrates we
sell to our customers are also suitable for indoor and outdoor use and are made
of vinyl, PVC and various textiles.
OUR CUSTOMERS
We sell our printers and related products primarily to commercial
printers, design and service firms, screen printers and outdoor media companies.
Our customers use our products to print large images such as billboards, posters
and banners; point of purchase, exhibition and trade show displays; and
decorations and backdrops for construction scaffolding covers, showrooms,
television and film studios, museums and exhibits. Our printers are installed in
over 400 sites throughout Europe, North and South America, Africa and Asia.
OUR STRATEGY
Our strategy is to:
o 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 and total
digitally-based printing solutions for the out-of-home
advertising market;
o replace a significant portion of existing large format screen
printers with our large format digital ink jet printers;
o be our customers' vendor of choice for all of their ink and
most of their substrate needs;
o enable our customers to develop new ways to profit from our
printing systems; and
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o 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
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The information on our web site is not intended to be a part of this
prospectus.
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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 DEPEND ON A FEW KEY PRODUCTS IN A BUSINESS SUBJECT TO RAPID
TECHNOLOGICAL CHANGE. We are highly dependent upon the sale of our principal
products, the NUR Blueboard printers, the NUR Fresco printer and the NUR Salsa
printers. Rapid changes in technology, customer preferences and evolving
industry standards increasingly characterize the market for our printers. Our
growth and future financial performance will depend upon our ability to update
our current products and develop and market new products to keep pace with
technological advances in the industry. During 1998, 1999, and the first six
months of 2000, we invested approximately $5.0 million, $5.5 million, and $4.1
million, respectively, in research and development projects of which, in 1998,
$1.95 million was related to the acquisition of technology that caused a
one-time write-off assigned to research and development. For the same respective
periods, Salsa Digital invested approximately $0.7 million, $1.8 million and
$0.9 million. 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. We cannot assure you
that we will successfully develop any new products. If our competitors introduce
new products the sales of our existing products and our financial results could
be harmed.
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE AND INTEGRATE RECENTLY
ACQUIRED ASSETS FROM SALSA DIGITAL, LTD., WHICH COULD INTERRUPT OUR BUSINESS OR
HARM OUR FINANCIAL RESULTS. We acquired substantially all assets and related
liabilities of Salsa Digital, Ltd. in July 2000. We could have difficulty in
assimilating the acquired business or technologies into our operations. These
difficulties could disrupt our ongoing business, distract our management and
employees, increase our expenses and adversely affect our financial results.
WE NEED MORE MONEY TO IMPLEMENT OUR PLANS FOR EXPANSION AND CURRENTLY
HAVE NO COMMITMENTS FOR ADDITIONAL FINANCING. We believe our revenue from
operations, capital resources and credit facilities will be enough to fund our
business through December 2001 without continuing our planned expansion. We will
need additional funds before July 2001 if we continue with our expansion plans.
We plan to raise funds through public or private financing of debt or equity. If
we are unable to do so, we will have to reduce or eliminate expenditures that
could ultimately hurt our financial results, such as research and development or
production and marketing of our products. The amount of 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 currently have no commitments for additional
financing. We cannot guarantee that additional financing will be available or
that, if available, will be obtained on terms we find favorable.
OUR NEW PRODUCT, THE NUR FRESCO, HAS NOT BEEN WIDELY ACCEPTED IN ITS
INTENDED MARKET. In January 2000, we started selling the NUR Fresco, a digital
printing system. The
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NUR Fresco is designed for short and medium-run jobs in the wide format market.
This market is currently dominated by traditional screen printers. Much of our
success with the NUR Fresco depends upon our ability to sell the NUR Fresco as a
replacement for traditional screen printers in this market. We may not be
successful in our efforts.
WE DEPEND ON SINGLE SUPPLIERS FOR INK AND INK-JETS PRINTHEADS USED WITH
OUR PRINTERS. We currently purchase all of the ink and ink-jets used in our NUR
Blueboard printers from one supplier, Imaje, a French manufacturer of
ink-related products. We also purchase all of our ink-jet printheads used in the
NUR Fresco and the NUR Salsa printers from single suppliers. We have been able
to obtain adequate supplies of ink and ink-jets in the past, although our
suppliers have occasionally delivered the supplies late. If these sole suppliers
experience any problem that results in production delays, our sales to new
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 harmed.
WE RELY ON SUBCONTRACTORS TO HELP US MANUFACTURE OUR PRODUCTS. We
employ a limited number of unaffiliated subcontractors to manufacture components
for our printers. The assembly of our NUR Blueboard and NUR Fresco printers is
currently conducted by a 50% owned subsidiary. Components for our NUR Salsa
printers are also manufactured by a sole unaffiliated subcontractor. 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 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.
THE MARKET FOR OUR PRINTERS AND OUR BUSINESS ARE VERY COMPETITIVE. The
printing equipment industry is extremely competitive and many of our competitors
have greater management, financial, technical, manufacturing, marketing, sales,
distribution and other resources than we do. We compete against several
companies that market digital printing systems based on electrostatic,
drop-on-demand inkjet, airbrush and other technologies. Some of our principal
competitors in this market include Vutek, Scitex 3M Image Graphics and Raster
Graphics Inc. 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 also face competition from
existing conventional wide-format and super-wide format printing methods,
including hand painting, screen printing and offset printing. Our competitors
could develop new products, with existing or new technology, that could be more
competitive in our market than our printers. We can not assure you that we can
compete effectively with any such products.
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WE FACE STRONG COMPETITION IN THE MARKET FOR PRINTING SUPPLIES. We also
compete with independent manufacturers in the market for printer supplies, in
particular, the inks we supply. In 1998, 1999 and the first six months of 2000,
ink sales accounted for 23.6%, 23.13% and 18.6 % 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 we believe have a high added-value when used with our
printers. We can not assure you that we will be able to compete effectively or
achieve significant revenues in the substrate business.
WE DEPEND ON EREZ SHACHAR, OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER
SINCE 1997, AND OTHER KEY EMPLOYEES. Our success depends to a significant extent
upon the contributions of key personnel and our senior executives, especially
Erez Shachar, our President and Chief Executive Officer. 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, "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, PATENTS AND PROPRIETARY RIGHTS. We rely on a
combination of trade secrets, licenses, patents and non-disclosure and
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. Also,
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. For example, 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.
INTERNATIONAL REGULATORY REQUIREMENTS, POLITICAL INSTABILITY AND
TARIFFS MAY HARM OUR BUSINESS. 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 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 ARE A RISK WE FACE ON A DAILY BASIS. Because we
generate revenues and expenses in various currencies, including the U.S. dollar,
the NIS and certain
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European currencies, our financial results are subject to the effects of
fluctuations of currency exchange rates. Currency fluctuations could hurt our
profitability. We do not hedge against fluctuations in currency exchange rates,
but we may do so in the future.
WE MAY BE SUBJECT TO ENVIRONMENTAL RELATED LIABILITIES DUE TO OUR USE
OF HAZARDOUS MATERIALS SUCH AS METHYL ETHYL-KETONE SOLVENT. We mix the ink used
in some of our 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 harmed.
WE RELY ON GOVERNMENT GRANTS, TAX BENEFITS AND OTHER FUNDING FROM THIRD
PARTIES. We have been favorably affected by certain Israeli and Belgian
Government programs and 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 MUST COMPLY WITH CONDITIONS TO RECEIVE GRANTS AND TAX BENEFITS. To
receive grants and tax benefits under Israeli law, we must comply with a number
of conditions. If we 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.
OUR OPERATING RESULTS TEND TO FLUCTUATE. Our revenues may vary
significantly from 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.
POLITICAL INSTABILITY IN ISRAEL MAY DISRUPT OUR MOST IMPORTANT
OPERATIONS AND OUR BUSINESS. Our most important facilities and operations and
many of our subcontractors are located in the State of Israel. Political and
military conditions in Israel directly affect our operations. A state of
hostility has existed in Israel since it was established in 1948, varying in
degree and intensity, between Israel and certain Arab countries. Although Israel
has entered into
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agreements with some of these countries, the Palestine Liberation Organization
and the Palestinian Authority. Although the feuding parties have signed various
declarations in hopes of resolving some of the hostilities, we cannot predict
the future political situation in this volatile region. 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 operations.
IF OUR OFFICERS AND EMPLOYEES ON MILITARY RESERVE WITH THE ISRAELI
MILITARY ARE CALLED FOR ACTIVE DUTY OUR OPERATIONS MAY BE DISRUPTED.
Furthermore, all nonexempt male adult citizens of Israel, including some of our
officers and employees, are obligated to perform military reserve duty and are
subject to being called for active duty under emergency circumstances. We cannot
predict the full impact of such conditions on us in the future, particularly if
emergency circumstances occur. If many of our employees are called for active
duty our operations in Israel may be slowed and our business may be harmed.
WE ARE VULNERABLE TO THE UNSTEADY ECONOMIC CONDITIONS IN ISRAEL. High
levels of inflation in Israel and devaluation of the NIS may harm 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 IMPACT OF RECENT POLICY CHANGES ON FOREIGN CURRENCY
TRANSACTIONS. Israeli law limits foreign currency transactions and transactions
between Israeli and non-Israeli residents. The 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.
YOU MAY HAVE DIFFICULTY ENFORCING U.S. JUDGMENTS AGAINST US IN ISRAEL.
We are organized under the laws of Israel and our headquarters are in Israel.
Most 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 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.
11
<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.
12
<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
September 11, 2000, 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)
HOLDER SHARES PERCENT SHARES OFFERED SHARES PERCENT
------ ------ ------- -------------- ------ -------
<S> <C> <C> <C> <C> <C>
Altshuler Shaham Ltd. 25,442 * 25,442 0 *
"Bar" Keren Gmulim Ltd. 3,500 * 3,500 0 *
Continuing Education Fund For High School And 22,200 * 22,200 0 *
Seminar Teachers And Inspectors Ltd.
Continuing Education Fund For Israel Electric 15,000 * 15,000 0 *
Corporation Employees Ltd.
Continuing Education Fund For Secondary School, 14,680 * 14,680 0 *
Seminar And College Teachers
Continuing Education Fund For Secondary School, 1,130 * 1,130 0 *
Seminar And College Teachers Ltd. - Mishor
Continuing Education Fund For Teachers And 46,990 * 46,990 0 *
Kindergarden Teachers Ltd.
Credit Suisse First Boston International London 30,000 * 30,000 0 *
E. Shalev Ltd. 7,833 * 7,833 0 *
Edinburgh Fund Management Limited 18,500 * 18,500 0 *
Ferlim Nominees Ltd. 36,225 * 36,225 0 *
Francheska Investments Ltd. 14,965 * 14,965 0 *
Gadish Kranot Gmulim Ltd. 28,000 * 28,000 0 *
Gimul Sahar Underwriters Ltd. 7,834 * 7,834 0 *
Gol, David 30,000 * 30,000 0 *
Hero Nominees Ltd. 3,775 * 3,775 0 *
Investec Clali Trust Company Ltd. 37,411 * 37,411
Investec Bank (Mauritius) Ltd. 150,000 1.2 150,000 0 *
Investec Bank (UK) Limited 6,750 * 6,750 0 *
Investec Bank (UK) Limited 28,060 * 28,060 0 *
Investec Clali Bank Ltd. 9,633 * 9,633 0 *
Jasbir Ltd. 466,667 3.9 466,667 0 *
Karter Gandy Investments Inc. 200,000 1.6 200,000 0 *
13
<PAGE>
<CAPTION>
SHARES BENEFICIALLY
SHARES BENEFICIALLY ---------------------
OWNED BEFORE OWNED AFTER
THE OFFERING (1) (2) THE OFFERING(1) (3)
HOLDER SHARES PERCENT SHARES OFFERED SHARES PERCENT
------ ------ ------- -------------- ------ -------
<S> <C> <C> <C> <C> <C>
Katzir Kupat Tagmulim Upitzuim Ltd. 3,500 * 3,500 0 *
Keren Hishtalmur Le'ovdei Harashuyot Hamekomiot 3,500 * 3,500 0 *
Ltd.
Keren Merkazit Lepitzuyei Piturim Ltd. 3,500 * 3,500 0 *
Keren-Or Kupat Tagmulim Leyad Bank Americai 3,500 * 3,500 0 *
Israeli Ltd.
"Kineret" Keren Hishtalmut Ltd. 14,000 * 14,000 0 *
Makefet Pension and Benefit Management Ltd. 10,000 * 10,000 0 *
Makefet Pension and Provident Center Ltd. 10,000 * 10,000 0 *
Moritz & Tuchler Ltd. 50,000 * 50,000 0 *
Near East Opportunities Fund Limited 40,000 * 40,000 0 *
Provident Fund of The Employees of The Hebrew * 19,000 0
University of Jerusalem 19,000 *
"Reuth" Keren Histalmut Ltd. 3,500 * 3,500 0 *
Sapir, Harri 11,224 * 11,224 0 *
Shrem, Fudim, Kelner & Co., Ltd. 7,482 * 7,482 0 *
Tagmulim Be Am Keren Merkazit Letagmulim Upizuuim * 7,000 0
Leyad Bank Hapoalim Ltd. 7,000 *
Tefahot Gemel Ltd. 11,100 * 11,100 0 *
Tefahot Histalmot Ltd. 3,700 * 3,700 0 *
Tefahot Legil Hazahav Ltd. 1,700 * 1,700 0 *
The Israel Aircraft Industry Worker's Provident * 35,000 0
Fund 35,000 *
Union Bank Provident Funds Ltd. 10,000 * 10,000 0 *
(Misgav + Kupat Pizuim)
</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 37,411 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 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.
14
<PAGE>
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.
15
<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:
o 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);
o 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;
o directly or through brokers or agents in private sales at
negotiated prices;
o 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
o by any other legally available means.
We will not receive any proceeds from the sale of the ordinary shares.
The aggregate proceeds to the selling security holders from the securities
offered hereby will be the offering price less applicable commissions or
discounts, if any. We do not know if the selling security holders will sell any
of the securities offered hereby.
The selling security holders and such underwriters, brokers, dealers or
agents, upon effecting a sale of securities, may be considered "underwriters" as
that term is defined in the Securities Act. The selling security holders will be
subject to the prospectus delivery requirements because the selling security
holders may be deemed to be "underwriters" within meaning of Section 2(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. The selling security holders will pay any
sales commissions or similar selling expenses applicable to the sale of ordinary
shares. A portion of any proceeds of sales and discounts, commissions or other
sellers' compensation may be deemed to be underwriting compensation for purposes
of the Securities Act.
16
<PAGE>
Selling security holders also may resell all or a portion of the
ordinary shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of such rule.
Pursuant to applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the securities offered hereby may not
simultaneously engage in market activities for the ordinary shares for a period
of five business days prior to the commencement of such distribution. In
addition, each selling security holder and any other person who participates in
a distribution of the securities will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M,
which provisions may limit the timing of purchases and may affect the
marketability of the securities and the ability of any person to engage in
market activities for the ordinary shares.
At the time a particular offering of securities is made, to the extent
required, a 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
Kost Forer & Gabbay, a member of Ernst & Young International,
independent auditors, have audited our consolidated financial statements as of
December 31, 1998, and 1999 and for each of the three years in the period ended
December 31, 1999 included in our annual report on Form 20-F, as set forth in
their report, which is incorporated by reference in this prospectus and
17
<PAGE>
elsewhere in the registration statement. Our financial statements are
incorporated by reference in reliance on Kost Forer & Gabbay's report, given on
their authority as experts in accounting and auditing.
Kost Forer & Gabbay, a member of Ernst & Young International,
independent auditors, have audited the combined financial statements as of
December 31, 1998, and 1999 and for each of the three years in the period ended
December 31, 1999 of Salsa Digital Group, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. These financial
statements are incorporated by reference in reliance on Kost Forer & Gabbay's
report, given on their authority as experts in accounting and auditing.
SEC POSITION ON INDEMNIFICATION FOR SECURITIES 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 us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
18
<PAGE>
================================================================================
1,452,301
NUR MACROPRINTERS LTD.
ORDINARY SHARES
---------------
PROSPECTUS
---------------
, 2000
<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......................... $ 4,046.75
Legal Fees, Accounting Fees and Expenses..... 70,000
Printing Expenses............................ 20,000
Miscellaneous................................ 5,000
----------
Total............................... $99,046.75
</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 Law 56759-1999 (the "Israeli Companies Law") 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 Law defines "Office Holder"
to include directors, general manager, chief executive officer, executive vice
president, vice president, other manager directly subordinate to the general
manager and any person assuming the responsibilities of the foregoing positions
without regard to such person's title.
In addition, pursuant to the Israeli Companies Law, 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 Law 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 Law.
Nur Macroprinters has purchased directors' and officers' liability
insurance policy insuring its Office Holders with respect to those matters
permitted by the Israeli Companies Law.
II-1
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER NAME
------ ----
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 2
3.3 Certificate of Name Change 3
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 4
4.5 Forms of Qualified Independent Underwriter's Warrant Agreement
and Certificate 4
4.6 Warrant Agreement among Nur Macroprinters Ltd., Dovrat & Co.
Ltd. and Isal Amlat Investment (1993) Ltd. and Warrant
Certificate 2
5.1 Opinion of Shimonov Barnea & Co. 5
23.1 Consent of Krost Forer & Gabbay
23.2 Consent of Shimonov Barnea & Co. (included in Exhibit 5.1)
24.1 Power of Attorney (filed on the signature page hereto)
----------
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 December 10, 1999 as part of
Registration Statement 333-92493 on Form F-3.
3/ Previously filed with the Commission on January 7, 1998 as part of Nur
Macroprinters' Report on Form 6-K and incorporated by reference herein.
4/ 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.
5/ To be filed by amendment.
II-2
<PAGE>
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:
(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
II-3
<PAGE>
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 (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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Nur
Macroprinters Ltd. 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 October 12, 2000.
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 and Hilel Kremer, and
either of such persons acting alone, as 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 October 12, 2000
------------------------
Dan Purjes
/s/ EREZ SHACHAR President and Chief Executive Officer October 12, 2000
------------------------ and Director
Erez Shachar
/s/ HILEL KREMER Chief Financial Officer and Secretary October 12, 2000
------------------------
Hilel Kremer
/s/ YORAM BEN-PORAT Director October 4, 2000
------------------------
Yoram Ben-Porat
/s/ ROBERT L. BERENSON Director October 12, 2000
------------------------
Robert L. Berenson
/s/ ROBERT F. HUSSEY Director October 5, 2000
------------------------
Robert F. Hussey
/s/ HUGO CHAUFAN Director October 12, 2000
------------------------
Hugo Chaufan
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER NAME
------ ----
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 2
3.3 Certificate of Name Change 3
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 4
4.5 Forms of Qualified Independent Underwriter's Warrant Agreement
and Certificate 4
4.6 Warrant Agreement among Nur Macroprinters Ltd., Dovrat & Co.
Ltd. and Isal Amlat Investment (1993) Ltd. and Warrant
Certificate 2
5.1 Opinion of Shimonov Barnea & Co.5
23.1 Consent of Krost Forer & Gabbay
23.2 Consent of Shimonov Barnea & Co. (included in Exhibit 5.1)
24.1 Power of Attorney (filed on the signature page hereto)
----------
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 December 10, 1999 as part of
Registration Statement 333-92493 on Form F-3.
3/ Previously filed with the Commission on January 7, 1998 as part of Nur
Macroprinters' Report on Form 6-K and incorporated by reference herein.
4/ 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.
5/ To be filed by amendment.
