<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 2000
REGISTRATION NO. 333-92493
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
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. / /
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>
PROSPECTUS
8,463,173
NUR MACROPRINTERS LTD.
ORDINARY SHARES
-----------------
The selling security holders identified in this prospectus are offering
up to 8,463,173 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 February 18, 2000 was
$14 7/16 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
15 for a list of the selling security holders. See "Plan of Distribution"
beginning on page 21 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 February 22, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information.........................................................2
Incorporated Documents........................................................3
The Company...................................................................4
Risk Factors..................................................................6
Special Note Regarding Forward-Looking Statements............................14
Use of Proceeds..............................................................14
Selling Security Holders.....................................................15
Plan of Distribution.........................................................21
Legal Matters................................................................22
Experts......................................................................23
SEC Position on Indemnification for Securities Act Liabilities...............23
</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.
2
<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, November 5, 1999
(as amended on November 15, 1999), February 15, 2000 and
February 16, 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.
3
<PAGE>
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 NUR Blueboard(TM) printer, a
second generation of super wide format printer 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 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 NUR Blueboard
printer, the NUR Blueboard 2(TM), in response to demand from our customers
for increased productivity. The NUR Blueboard 2 is now also one of our main
products. In February 1999, we introduced the NUR Blueboard HiQ(TM), which
produces higher quality prints with higher resolution than the NUR Blueboard
and the NUR Blueboard 2 printers.
In January 2000, we started selling the NUR Fresco(TM), a new
printing system that is a digital alternative to wide format screen printers
for short and medium-run jobs. Wide format printing includes widths of up to
1.8 meters (6 feet). 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 drop-on-demand digital
printing technology.
The ink we sell to our customers for use with our NUR Blueboard and
NUR Fresco 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.
4
<PAGE>
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 and banners; point of purchase, exhibition and trade show
displays; as well as decorations and backdrops for construction scaffolding
covers, showrooms, television and film studios, museums and exhibits. Our
printers are installed in over 200 sites throughout Europe, North and South
America, Africa and Asia.
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;
- - replace a significant portion of existing large format screen printers
with our large format digital ink jet printers;
- - 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
<PAGE>
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
July 2001. 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 December 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
OUR SUCCESS DEPENDS ON 1999, we invested approximately
THE RESEARCH AND $5.03 million and $5.53, respectively,
DEVELOPMENT OF NEW in research and development projects of
PRODUCTS. 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
<PAGE>
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 We started selling the NUR Fresco in
NUR FRESCO, HAS NOT BEEN January 2000. Much of our success with the
WIDELY ACCEPTED IN ITS NUR Fresco depends upon our ability to sell
INTENDED MARKET. this digital printing system as a
replacement for traditional screen printers
in the wide format market for short and
medium-run jobs. This market is currently
dominated by screen printers. We may not be
successful in our efforts.
OVER THE NEXT TWO 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
<PAGE>
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 not assure you 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 1999, ink sales accounted for
23.6% and 23.13% 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,
8
<PAGE>
"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
9
<PAGE>
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
10
<PAGE>
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 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 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.
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
11
<PAGE>
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
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
12
<PAGE>
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 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 HAVE NOT EXPERIENCED Many computer systems and software products
SIGNIFICANT COMPLICATIONS had the potential to not function properly
RELATED TO THE YEAR 2000 in the year 2000 due to a once-common
COMPUTER PROBLEM. programming standard that represents years
using only the last two-digits. This is
known as the year 2000 problem. As a part of
the process of upgrading our computers and
products to avoid any material complications
due to the year 2000 problem, we identified
those systems and applications that required
modification, redevelopment or replacement.
Accordingly, we have not experienced
significant complications related to the
year 2000 computer problem in year our
internal systems or our current products.
Providing upgrades and changes to our older
products could cost us up to $15,000 in the
aggregate. We also 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.
13
<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.
14
<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>
15
<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>
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>
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>
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>
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 864,168 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 864,168 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.
18
<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.
19
<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.
20
<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. The selling security holders will
pay any sales commissions or similar selling
21
<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.
22
<PAGE>
EXPERTS
The consolidated financial statements of us and our subsidiaries as of
December 31, 1997 and 1998 and for each of the three years in the period ended
December 31, 1998 in this 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 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 it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
23
<PAGE>
===============================================================================
8,463,173
NUR MACROPRINTERS LTD.
ORDINARY SHARES
---------------
PROSPECTUS
---------------
February 22, 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.......................... $ 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 (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. (2)
10.1 1995 Stock Option / Stock Purchase Plan (1)
10.2 Amendment to the 1995 Stock Option / Stock Purchase Plan (4)
10.3 1997 Stock Option Plan (5)
10.4 1998 Non-Employee Director Share Option Plan (6)
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 (4)
10.7 Lease Agreement for office space in Newton Centre,
Massachusetts between WHTR Real Estate Limited Partnership and
the Registrant dated July 10, 1998 (4)
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
10.8 Qualified Independent Underwriting Agreement (4)
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 (4)
10.16 Bank Hapoalin revolving loan agreement (4, 7)
10.17 Agreement between I.T.S. Machinery Development Ltd. and the
Registrant dated February 10, 1997 (4)
10.18 Form of confidentiality agreement (4)
10.19 Agreement dated September 13, 1998 between "Meital" Electronic
Technology Ltd. and Markowitz Yaakov and NUR Macroprinters
Ltd. (4)
21.1 List of Subsidiaries of Nur Macroprinters Ltd.
23.1 Consent of Krost Forer & Gabbay (2)
23.2 Consent of Willy Knyrim (2)
23.3 Consent of Shimonov Barnea & Co. (included in Exhibit 5.1)
24.1 Power of Attorney (2)
</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 initial filing of this Registration Statement
on December 10, 1999.
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/ Previously filed with Nur Macroprinters' Form 20-F for the year ended
December 31, 1997 and incorporated by reference herein.
6/ Previously filed with Nur Macroprinters' Form 6-K dated November 13, 1998
and incorporated by reference herein.
7/ 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 February 22, 2000.
NUR MACROPRINTERS LTD.
By: /s/ Erez Shachar
-------------------------------------
Erez Shachar
President and Chief Executive Officer
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/ * Chairman of the Board of Directors February 22, 2000
- -------------------------------
Dan Purjes
/s/ Erez Shachar President and Chief Executive Officer February 22, 2000
- ------------------------------- and Director
Erez Shachar
/s/ Hilel Kremer Chief Financial Officer February 22, 2000
- -------------------------------
Hilel Kremer
/s/ Yoram Ben-Porat Director February 22, 2000
- -------------------------------
Yoram Ben-Porat
/s/ * Director February 22, 2000
- -------------------------------
Robert L. Berenson
/s/ * Director February 22, 2000
- -------------------------------
Robert F. Hussey
/s/ * Director February 22, 2000
- -------------------------------
Hugo Chaufan
*/s/ Erez Shachar Director February 22, 2000
- -------------------------------
Erez Shachar, by power of
attorney
</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 (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. (2)
10.1 1995 Stock Option / Stock Purchase Plan (1)
10.2 Amendment to the 1995 Stock Option / Stock Purchase Plan (4)
10.3 1997 Stock Option Plan (5)
10.4 1998 Non-Employee Director Share Option Plan (6)
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 (4)
10.7 Lease Agreement for office space in Newton Centre,
Massachusetts between WHTR Real Estate Limited Partnership and
the Registrant dated July 10, 1998 (4)
10.8 Qualified Independent Underwriting Agreement (4)
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 (4)
10.16 Bank Hapoalin revolving loan agreement (4, 7)
10.17 Agreement between I.T.S. Machinery Development Ltd. and the
Registrant dated February 10, 1997 (4)
10.18 Form of confidentiality agreement (4)
10.19 Agreement dated September 13, 1998 between "Meital" Electronic
Technology Ltd. and Markowitz Yaakov and NUR Macroprinters
Ltd. (4)
21.1 List of Subsidiaries of Nur Macroprinters Ltd.
23.1 Consent of Krost Forer & Gabbay (2)
23.2 Consent of Willy Knyrim (2)
23.3 Consent of Shimonov Barnea & Co. (included in Exhibit 5.1)
24.1 Power of Attorney (2)
</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 initial filing of this Registration
Statement on December 10, 1999.
(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) Previously filed with Nur Macroprinters' Form 20-F for the year ended
December 31, 1997 and incorporated by reference herein.
(6) Previously filed with Nur Macroprinters' Form 6-K dated November 13,
1998 and incorporated by reference herein.
(7) Filed in summary form. Original filed in paper format pursuant to Form
SE.
<PAGE>
Exhibit 21.1
<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%
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.
