<PAGE>
Form 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 12a-16 or 15d-16 of
the Securities Exchange Act of 1934
October 23, 2000
Commission File No 0-26498
NUR MACROPRINTERS LTD.
(Exact Name of Registrant as specified in its Charter)
Not Applicable
(Translation of Registrant's Name into English)
6 David Navon Street
Moshav Magshimim
56910 Israel
(Address and principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-f or Form 40-f.
Form 20-F /X/ Form 40-F / /
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-b(b) under the Securities Exchange Act of
1934.
Yes / / No /X/
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b).
<PAGE>
Attached hereto and incorporated by reference herein is the Registrant's
Notice of Annual General Meeting of Shareholders and Proxy Statement dated
October 19, 2000 mailed to the shareholders on October 23, 2000 with the
Registrant's Annual Report on Form 20-F for the year ended December 31, 1999,
which Annual Report was filed with the Securities and Exchange Commission on
May 4, 2000.
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NUR MACROPRINTERS LTD.
5 DAVID NAVON STREET
MOSHAV MAGSHIMIM 56910
ISRAEL
------------------------
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 20, 2000
------------------------
To our Shareholders:
The Annual General Meeting of Shareholders of NUR Macroprinters Ltd. (the
"COMPANY") will be held at the new offices of the Company at Abba Hilel Silver,
Lod (north) industrial zone, Israel on November 20, 2000, at 12:00 noon, local
time, and thereafter as it may be adjourned from time to time (the "MEETING"),
for the following purposes:
1. To report on the business of the Company for the year ended
December 31, 1999, and consider and accept the reports of the Company's
auditors and the Company's Board of Directors (the "BOARD") and the
Company's Consolidated Financial Statements for the year ended
December 31, 1999;
2. To reappoint Kost Forer & Gabbay as the independent public accountants
of the Company for the fiscal year ending December 31, 2000, and until
the next Annual General Meeting of Shareholders, and empower the Board to
determine the basis of their compensation in accordance with the volume
and nature of their services;
3. To amend and restate the Articles of Association of the Company, in
accordance with the provisions of the new Israeli Companies Law,
5759-1999 (the "COMPANIES LAW"), which came into effect on February 1,
2000;
4. To elect members to serve on the Board until the next Annual General
Meeting of Shareholders and until their respective successors are duly
elected and qualified;
5. To elect Orit Leitman and Gideon Shenholz to serve on the Board as
External Directors, as such term is defined in the Companies Law;
6. To approve the adoption of the NUR Macroprinters' 2000 Stock Option
Plan, which provides for the granting of options to employees,
non-employee service providers and members of the Board of the Company to
purchase up to 1,000,000 ordinary shares of the Company, par value NIS
1.0 per share;
7. To approve certain compensation paid and to be paid to a certain officer
and a member of the Board, including salary, bonus and options to the
President and Chief Executive Officer and options to a certain director;
8. To ratify the renewal of the Company's Directors and Officers Liability
insurance as of March 25, 2000;
9. To approve and authorize indemnification agreements under which the
Company undertakes to indemnify its Directors to the fullest extent
permitted under the Companies Law; and
10. To act upon any other matters that may properly come before the Meeting
or any adjournments thereof.
The Board has fixed the close of business on October 12, 2000 as the date
for determining the holders of record of Ordinary Shares entitled to notice of
and to vote at the Meeting and any adjournments thereof.
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The Company expects to mail this proxy statement, the accompanying form of
proxy, and the Company's annual report on Form 20-F for the fiscal year ended
December 31, 1999, with the Company's Consolidated Financial Statement for the
year ended December 31, 1999 to shareholders on or about October 20, 2000.
You are cordially invited to attend the Meeting, as the Board believes that
the shareholders of the Company should be represented as fully as possible at
the Meeting. Whether or not you plan to be present, kindly complete and sign the
enclosed proxy exactly as your name appears on the envelope containing this
Notice of Annual General Meeting and mail it promptly, in the envelope provided,
so that your votes may be recorded. Under the Articles of Association of the
Company, your proxy must be received by the Company by 12:00 noon, New York
time, on November 17, 2000 to be counted for the Meeting. If you attend the
Meeting, you may revoke your proxy and vote your shares in person. The Company's
proxy statement is furnished herewith.
Joint holders of Ordinary Shares should take note that, pursuant to
Article 27.6 of the Articles of Association of the Company, the right to vote at
the Annual General Meeting shall be conferred exclusively upon the senior
amongst the joint owners attending the Annual General Meeting, in person or by
proxy, and for this purpose, seniority shall be determined by the order in which
the names stand in the Company's Register of Members.
By Order of the Board of Directors
/s/ Dan Purjes
Dan Purjes
Chairman of the Board
October 19, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. THE COMPANY'S
ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AND THE DIRECTORS'
REPORT, IS ENCLOSED FOR YOUR REVIEW BUT DOES NOT FORM A PART OF THE PROXY
SOLICITATION MATERIAL.
Mailing Address:
NUR Macroprinters Ltd.
P.O. Box 8440
Moshav Magshimim 56910
Israel
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NUR MACROPRINTERS LTD.
5 DAVID NAVON STREET
MOSHAV MAGSHIMIM 56910
ISRAEL
------------------------
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 20, 2000
------------------------
PROXY STATEMENT
This Proxy Statement is furnished to the holders of Ordinary Shares, NIS 1.0
nominal value (the "ORDINARY SHARES"), of NUR Macroprinters Ltd., an Israeli
corporation (the "COMPANY"), in connection with the solicitation by the Board of
Directors of the Company (the "BOARD") for use at the Annual General Meeting of
Shareholders of the Company to be held at the new offices of the Company at Abba
Hilel Silver, Lod (north) industrial zone, Israel, on November 20, 2000, at
12:00 noon, local time, and thereafter as it may be adjourned from time to time
(the "MEETING").
At the Meeting, the shareholders of the Company will be asked, among other
things, (A) to consider and accept the reports of the Company's auditors and
Board, and the Consolidated Financial Statements of the Company for the fiscal
year ended December 31, 1999; (B) to reappoint Kost Forer & Gabbay as the
independent public accountants of the Company for the fiscal year ending
December 31, 2000 and until the next Annual General Meeting of Shareholders, and
to empower the Board to determine the basis of their compensation in accordance
with the volume of their services; (C) to amend and restate the Company's
Articles of Association of the Company, in accordance with the provisions of the
new Israeli Companies Law, 5759-1999 (the "COMPANIES LAW"), which came into
effect on February 1, 2000; (D) to elect members to serve on the Board until the
next Annual General Meeting of the Shareholders and until their respective
successors are duly elected and qualified; (E) to elect Orit Leitman and Gideon
Shenholz to serve on the Board as External Directors, as such term is defined in
the Companies Law; (F) to approve the adoption of the NUR Macroprinters' 2000
Stock Option Plan, which provides for the granting of options to employees,
non--employee service providers and members of the Board of the Company to
purchase up to 1,000,000 ordinary shares of the Company, par value NIS 1.0 per
share (the "ORDINARY SHARES"); (G) To approve certain compensation paid and to
be paid to a certain officer and a member of the Board, including salary, bonus
and options to the President and Chief Executive Officer and options to a
certain director; (H) to ratify the renewal of the Company's Director's and
Officer's Liability insurance as of March 25, 2000; (I) to approve and authorize
indemnification agreements under which the Company undertakes to indemnify its
Directors to the fullest extent permitted under the Companies Law; and (J) to
act upon such other matters as may properly come before the Meeting, all as more
fully described below.
A. GENERAL INFORMATION
VOTING OF PROXIES. A form of proxy for use at the Meeting and a return
envelope for the proxy are enclosed. By appointing "proxies," shareholders may
vote their Ordinary Shares at the Meeting whether or not they attend. Upon the
receipt of a properly signed and dated proxy in the form enclosed, the persons
named as proxies therein will vote the Ordinary Shares represented thereby in
accordance with the instructions of the shareholder indicated thereon, or, if no
direction is indicated, in accordance with the recommendation of the Board.
Shares represented by executed and unrevoked proxies will be voted. In
accordance with the Articles of Association of the Company, your proxy must be
received by the Company by 12:00 noon, New York time, on November 17, 2000 to be
counted for the Meeting. On all other matters considered at the Meeting,
abstentions and broker non-votes will not be treated as either a vote "for" or
"against" the matter, although they will be counted to determine if a quorum is
present. The Company knows of no other matters to be submitted at the Meeting
other than as specified in the Notice of Annual General Meeting of Shareholders
included with this Proxy Statement.
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If any other business is properly brought before the Meeting, however, it is the
intention of the person(s) named as proxies to vote in respect thereof in
accordance with their best judgment.
REVOCATION OF PROXIES. The proxy solicited hereby may be revoked at any
time prior to its exercise by means of a written notice delivered to the Company
at 5 David Navon Street, Moshav Magshimin, Israel, or by mail to P.O. Box 10053,
Moshav Magshimin 56910, Israel, as shown on the Notice of Annual General Meeting
of Shareholders included with this Proxy Statement, by the substitution of a new
proxy bearing a later date, or by a request for the return of the proxy at the
Meeting.
SHAREHOLDERS ENTITLED TO VOTE. Only holders of record of Ordinary Shares at
the close of business on October 12, 2000, are entitled to notice of and to vote
at the Meeting (the "RECORD DATE"). As of the Record Date there were 14,314,395
Ordinary Shares outstanding. Each Ordinary Share is entitled to one vote on each
matter to be voted on at the Meeting.
VOTES REQUIRED; QUORUM; NO CUMULATIVE VOTING. The proposals discussed in
this Proxy Statement are ordinary resolutions, which require the affirmative
vote of a majority of the Ordinary Shares of the Company voted in person or by
proxy at the Meeting on the matter presented for passage, and special
resolutions, which require the affirmative vote of an enlarged majority of 75%
of the Ordinary Shares of the Company voted in person or by proxy at the Meeting
on the matter presented for passage. To conduct business at the Meeting, two or
more shareholders must be present, in person or by proxy, representing more than
33 1/3% of the total Ordinary Shares outstanding as of the Record Date, i.e., a
quorum. The Articles of Association of the Company do not provide for cumulative
voting for the election of the directors or for any other purpose. The votes of
all shareholders voting on each matter will be counted.
MAILING OF PROXY STATEMENT; EXPENSES; SOLICITATION. The Company expects to
mail this Proxy Statement and the enclosed form of proxy to shareholders on or
about October 20, 2000. All expenses of this solicitation will be borne by the
Company. In addition to the solicitation of proxies by mail, directors,
officers, and employees of the Company, without receiving additional
compensation therefore, may solicit proxies by telephone, telegraph, in person,
or by other means. Brokerage firms, nominees, fiduciaries, and other custodians
have been requested to forward proxy solicitation materials to the beneficial
owners of Ordinary Shares of the Company held of record by such persons, and the
Company will reimburse such brokerage, nominees, fiduciaries, and other
custodians for reasonable out-of-pocket expense incurred by them in connection
therewith.
B. MATTERS SUBMITTED TO SHAREHOLDERS
1. CONSIDERATION OF THE AUDITOR'S AND BOARD'S REPORT AND THE CONSOLIDATED
FINANCIAL STATEMENTS
The Board recommends that the shareholders consider and accept the report of
the auditor's and the Board and the Consolidated Financial Statements of the
Company for the fiscal year ended December 31, 1999. At the Meeting, the Board
will propose that the following Ordinary Resolution be adopted:
"RESOLVED, that the reports of the auditor's and the Board and the
Consolidated Financial Statements of the Company for the fiscal year ended
December 31, 1999, be, and the same hereby are, and each hereby is,
considered and accepted."
Upon the receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THIS PROPOSED RESOLUTION.
2. REAPPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board recommends that the shareholders reappoint the accounting firm of
Kost Forer & Gabbay as the independent public accountants of the Company for the
fiscal year ending December 31, 2000, and until the next Annual General Meeting
of Shareholders, and empower the Board to
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determine the basis of their compensation. Kost Forer & Gabbay have no
relationship to the Company or with any affiliate of the Company, except as
auditors. At the Meeting, the Board will propose that the following Ordinary
Resolution be adopted:
"RESOLVED, that the Company's independent public accountants, Kost
Forer & Gabbay, be, and they hereby are, reappointed as independent public
accountants of the Company for the fiscal year ending December 31, 2000, and
until the next Annual General Meeting, and that the Board be, and it hereby
is, authorized to determine the compensation of said independent public
accountants in accordance with the volume and nature of their services."
Representative of Kost Forer & Gabbay have been invited to be present at the
Meeting, and will have an opportunity to make a statement, if so desired, and to
respond to appropriate questions.
Upon the receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THIS PROPOSED RESOLUTION.
3. AMENDMENT OF ARTICLES OF ASSOCIATION
On February 1, 2000, the new Israeli Companies Law, 5759-1999 (the
"COMPANIES LAW") came into effect. The Companies Law replaces most of the
provisions of the Israeli Companies Ordinance (New Version), 5743-1983 (the
"ORDINANCE"). Further to the introduction of the Companies Law, the Board
recommends that the shareholders replace the current Articles of Association
(the "OLD ARTICLES") with an amended and restated Articles of Association (the
"NEW ARTICLES"). The New Articles include, among others, the following changes
to the current Articles of Association. In any event, all shareholders are urged
to review the form of the Articles of Association set forth in Appendix B.3.
Articles 2, 3, 4, and 5 to the New Articles incorporate the provisions of
the Memorandum of Association of the Company (name of the Company, the purposes
of the Company, the authorized share capital and limitation of liability of
shareholders of the Company).
Article 6 to the New Articles, titled "Alteration of Share Capital", is
revised to delete all references to capital "stock" and reduction of issued
share capital, since both are no longer applicable under the Companies Law.
Article 10 to the New Articles, titled "Owners of Shares", is revised to
allow recognition of non registered shareholders, now made possible under the
Companies Law.
Article 12 to the New Articles, titled "Forfeiture and Surrender", is
revised to allow for the resale of forfeited or surrendered shares by resolution
of the Board. Unsold shares must remain dormant under the revised article.
The Provisions of Old Articles 17.1 and 7.2 have been removed. These
sections authorized the Company, among other things, (a) to pay interest on the
paid-up portion of shares issued to fund the construction of installations,
buildings, or plant equipment not expected to yield profits over an appreciable
period of time; and (b) to pay a commission (including underwriting fees) to any
person in consideration of such person's subscribing or consent to cause other
persons to subscribe applications for securities of the Company, at a rate not
to exceed ten percent of the purchase price of such securities. These sections
opted the Company out of a provision of the Ordinance not retained in the
Companies Law.
Article 27 to the New Articles, titled "Attendance and Voting Rights at
General meetings", is revised to remove a prohibition on a proxy delegating his
powers and to remove a requirement that the termination of a proxy be guided by
the Israeli Agency Law, 5725-1965. The termination of a proxy is now governed by
the Companies Law.
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Articles 28 to the New Articles, titled "Powers of the Board", and Articles
42 to the New Articles provide for the allocation of authority between the Board
and the Chief Executive Officer, as mandated by the Companies Law.
Articles 29.2 and 41 to the New Articles provide specifically, among other
things, that the chairman of the Board shall not have a casting vote.
Previously, the chairman of the Board had no casting vote. However, under the
Companies Law the chairman of the Board is granted a casting vote unless the
Company's Articles provide otherwise.
Article 36 to the New Articles, titled "Conflict of Interest", provides that
the Board has the authority to approve transactions not detrimental to the
Company (a) in which officers have an interest; (b) between officers and the
company; and (c) other transaction requiring special approval under the
Companies Law. Under the Companies Law certain transactions require additional
approval of the Company's Audit Committee and the meeting of the shareholders of
the Company. Similarly, the old Articles permitted the Board to approve
transactions in which an officer had an interest if they did not impair the
interest of the company and transaction with an officer if they were not
detrimental to the company. The language included in the New Articles follows
the new language used in the Companies Law.
Article 44 to the New Articles, titled "Internal Auditor", requires the
Board to appoint an internal Auditor. This new position is supervised by the
General manager, and is responsible for submitting a proposal for an annual or
periodic work program to the Board.
Articles 45 - 53 to the New Articles titled "Dividends and Profits", provide
for the grant of the exclusive authority to declare and pay Dividends to the
Board, previously the Board was authorized to declare and pay interim dividends
and to recommend to the meeting of the shareholders to pay final dividends. The
payment of such final dividends was subject to the approval of the meeting of
the shareholders.
Article 60 to the New Articles titled "Indemnity of officers", allows the
Company to indemnify an officer, both for expenses and costs incurred and for
expenses and costs that it may incurr, as further detailed in the article.
Previously, the company was allowed to indemnify only for expenses and cost
already incurred or imposed by a court. In addition, the Company may now
indemnify for litigation expenses incurred by an officer or imposed upon him in
a criminal proceeding in which he was acquitted, or in a criminal proceeding in
which he was convicted of a crime that does not require proof of criminal
intent, whereby previously the indemnification of litigation costs in criminal
proceedings was only allowed where the officer was acquitted.
At the meeting the Board will propose that the following ordinary resolution
be adopted:
RESOLVED, that the current Articles of Association be and they hereby
are replaced in their entirety by the Amended and Restated Articles of
Association in the form of Appendix B.3. hereto and that the Amended and
Restated Articles of Association are hereby approved and adopted."
The affirmative vote of the holders of 75% of the voting power represented at
the Meeting in person or by proxy is necessary for the approval of the
resolution to adopt the Amended and Restated Articles of Association of the
Company.
Upon receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
THE BOARD RECOMMENDS A VOTE "FOR" THIS PROPOSED RESOLUTION.
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4. ELECTION OF DIRECTORS
At the Meeting, the shareholders will elect members to serve on the Board.
It is the intention of the persons named in the proxy to vote for the election
of the nominees named below, each to hold office until the next Annual General
Meeting of Shareholders and until their respective successors are duly elected
and qualified, unless any office is vacated earlier under any relevant
provisions of the Articles of Association of the Company. The Company is unaware
of any reason why any of the nominees, if elected, should be unable to serve as
a member of the Board. If any of such nominees are unable to serve, the persons
named in the proxy will vote the share "for" the election of such other nominees
as the Board may propose. All nominees listed below have advised the Board that
they intend to serve as members of the Board if elected.
NOMINEES FOR THE BOARD OF DIRECTORS
The nominees for directors are:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- -------- -------------------------
<S> <C> <C>
Dan Purjes(1)......................... 50 Chairman of the Board of Directors
Erez Shachar(2)....................... 37 President, Chief Executive Officer and
Director
Robert F. Hussey(1)(3)................ 51 Director
Hugo Chaufan(1)(3).................... 56 Director
</TABLE>
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(1) member of the Company's Stock Option & Compensation Committee.
(2) member of the Company's Non-Employee Stock Option Committee.
(3) member of the Company's Audit Committee.
DAN PURJES has served as the Chairman of the Board of the Company since
April 1997. Mr. Purjes is the Chairman and Chief Executive Officer of Josephthal
Group, Inc., the parent company of Josephthal & Co. Inc. ("JOSEPHTHAL"), an
investment banking and brokerage firm, which is a member of the New York Stock
Exchange. Prior to joining Josephthal in 1985, Mr. Purjes was a Vice President
with a number of securities firms, including Bear Stearns & Co. and L.F.
Rothschild Unterberg Towbin, in their corporate finance and brokerage sales
divisions. He began his Wall Street career at Morgan Stanley & Co. in 1978 as a
director of their computer systems department. Prior to that, Mr. Purjes was a
manager at Citibank and at Philip Morris International in their computer systems
areas. Mr. Purjes earned B.S. and M.S. degrees in computer science from the City
College of New York School of Engineering.
EREZ SHACHAR has served as the Company's President and Chief Executive
Officer since July 1997 and as a Director of the Company since October 1997.
Mr. Shachar has also served as a Director of NUR Europe and NUR America since
October 1997, of NUR Media Solutions since January 1998, of NUR Asia Pacific
since January 1999, and of NPE since September 1999. Prior to joining the
Company, from 1989 to 1997, Mr. Shachar has served in various research and
development, marketing, sales, and senior management positions with Scitex
Corporation. Mr. Shachar's last position in Scitex was Vice President of Sales
and Marketing of Scitex Europe, and prior thereto Mr. Shachar held several
positions in the marketing organization of Scitex Europe. Prior to joining
Scitex Europe, Mr. Shachar was a software developer within the research and
development group of Scitex. Mr. Shachar holds a B.S. in mathematics and
computer science from Tel Aviv University, and a M.B.A. degree from INSEAD,
France.
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ROBERT F. HUSSEY has served as a Director of the Company since the fourth
quarter of 1997. Prior to joining the Company, from June 1991 to April 1997,
Mr. Hussey served as the President and Chief Executive Officer of Metrovision of
North America. Prior to thereto, from 1984 to 1991, Mr. Hussey served as the
President, Chief Executive Officer and Director of POP Radio Corp., a company
which he helped form. From 1979 to 1984, Mr. Hussey served as the Vice
President/Management Supervisor for Grey Advertising, Inc. From 1977 to 1979,
Mr. Hussey was the Director of Financial Advertising for E.F. Hutton. Prior to
thereto, from 1973 to 1977, Mr. Hussey served as a Senior Financial Analyst and
Product Manager for American Home Products, Inc. Mr. Hussey holds a B.S. degree
in finance and a M.B.A. degree in international finance from Georgetown
University.
HUGO R. CHAUFAN has served as a Director of the Company since
September 1999. Dr. Chaufan is President of ISAL Amlat Investments (1993) Ltd.,
managing director and co-founder of Isal Investments Co. N.V., Isal Holland B.V.
and Isal Nadlan (1994) Ltd. Dr. Chaufan is chairman of the board of directors of
Project Glilot Ltd., Poster Media (Israel) Ltd., Ain Pei Arutzei pirsum Ltd.,
Shnapp Industries Ltd., Sivan Plastic Industries 1991 Ltd., Cargal Ltd. and
Chemipal Ltd. Prior to becoming managing Director of Isal Amlat Investments Co.
N.V. in 1987, Dr. Chaufan held the position of C.E.O. of Israel Chemical
Industries Ltd., after holding senior management positions, including Deputy
Director, at the Budget Department of the Finance Ministry. Dr. Chaufan holds a
degree on Accountancy, Certified Accountancy and a Ph.D. in Economics.
THE BOARD RECOMMENDS A VOTE "FOR" ALL THE NOMINEES TO THE BOARD.
5. ELECTION OF EXTERNAL DIRECTORS
Pursuant to the new Companies Law, Israeli publicly traded companies must
appoint two External Directors (as such term is defined in the Companies Law) to
serve on their board of directors and audit committee for a term of three
(3) years. The Board recommends that the following two nominees be elected as
External Directors to the Board at the Meeting, each to serve for a period of
three years, unless their office is vacated earlier in accordance with the then
current articles of association of the Company and the Companies Law.
ORIT LEITMAN, 42, has served as V.P Finance of Paradigm Geophysical Ltd.
since April 1999. From 1992 to 1999 Orit Leitman served as the Corporate
Treasurer of Scitex Corporation Ltd. Ms. Leitman holds a B.A. in Economics from
Tel-Aviv University and an MBA from the Tel-Aviv University. Ms. Leitman
qualifies as an External Director according to the Companies Law.
GIDEON SHENHOLZ, 46, has served as the Managing Director of Pegasus
Technologies Ltd. since October 1995. Mr. Shenholz is one of the two founders of
Pegasus Technologies Ltd., established in 1991, and one of the major
shareholders in Pegasus Technologies Ltd. Prior thereto, from 1988 to 1991,
Mr. Shenholz was a consultant in electronic warfare (EW), mainly to Tadiran
Systems Ltd (EW division). From 1981 to 1988, Mr. Shenholz served as a senior
manager in Tadiran Systems Ltd (EW division). His last job was as manager of a
$20 million EW project with the Singaporean army. From 1976 to 1981,
Mr. Shenholz served in the Israeli Air Force as a senior projects manager where
he was released with the ranks of Captain. Mr. Shenholz holds a B.Sc. Degree in
Electronic Engineering from Technion, Haifa (1976) and a B.A. degree in
Psychology from Tel Aviv University (1982). Mr. Shenholz qualifies as an
External Director according to the Companies Law.
The affirmative vote of the holders of a majority of the voting power
represented at the Meeting in person or by proxy is necessary for the election
of each of the aforementioned nominees as External Directors, provided that
either (i) such a majority includes at least a third of the shareholders present
who do not qualify as Controlling Shareholders (as such term is defined in the
Companies Law; or
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(ii) the aggregate number of shares held by non-Controlling Shareholders voting
at the meeting against such election does not exceed one percent (1%) of the
outstanding voting rights of the Company.
THE BOARD RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF MS. ORIT LEITMAN AND
MR. SHENHOLZ TO THE BOARD.
6. APPROVE THE ADOPTION OF THE NUR MACROPRINTERS' 2000 STOCK OPTION PLAN
The Board recommends that the shareholders approve the adoption of the NUR
Macroprinters' 2000 Stock Option Plan (the "2000 PLAN"). The 2000 Plan provides
for the granting of service and non-employee options to officers, employees,
directors and consultants to the Company on the basis of past or future
services. For a description of the 2000 Plan and the attachment of the Plan, see
Appendix B.6. The 2000 Plan authorizes the grant of options to purchase up to
1,000,000 Ordinary Shares in order to attract and retain the growing number of
employees and officers being hired in connection with the Company's business.
On August 9, 2000, in light of the acquisition of the business of Salsa
Digital Ltd. and the expansion of the Company's workforce and business, the
Board resolved, among other things, to adopt the Company's 2000 Stock Option
Plan, which provides for the granting of service and non-employee options to
officers, employees and consultants to the Company on the basis of past or
future services purchase up to 1,000,000 Ordinary Shares of the Company, subject
to the approval of the shareholders at the Meeting.
At the Meeting, the Board will propose that the following Ordinary
Resolution be adopted:
"RESOLVED, to adopt the Company's 2000 Stock Option Plan, which provides for
the granting of service and non-employee options to officers, employees,
directors and consultants to the Company on the basis of past or future services
purchase up to 1,000,000 Ordinary Shares of the Company (as may be adjusted from
time to time as provided by the 2000 Stock Option Plan)."
Upon the receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
THE BOARD RECOMMENDS A VOTE "FOR" THIS PROPOSED RESOLUTION.
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7. APPROVAL OF CERTAIN COMPENSATION ARRANGEMENTS
The Board will present at the Meeting for shareholder approval a resolution
approved by the Audit Committee and the Board on October 11, 2000 and
October 12, 2000, respectively, as to the terms of compensation for the
President and Chief Executive Officer, and a certain member of the Board, and
the terms of compensation to be paid to non employee members of the Board. The
Board and the Audit committee, subject to shareholders approval, have approved
the following:
(a) Compensation to Erez Shachar. An amendment to the terms of
employment of Mr. Erez Shachar, in the capacity of President and Chief
Executive officer of the Company, pursuant to which Mr. Shachar's annual
salary will be $210,000, effective January through June 2000. As of July 1,
2000 Mr. Shachar's annual salary will be increased to $240,000. Mr. Shachar
will also receive a bonus of $50,000 in recognition of his contribution to
the acquisition of the business of Salsa Digital Ltd. In addition,
Mr. Shachar will receive a bonus of $26,000 for on target performance based
on the Company's management by objectives bonus plan. For the year 1999,
under the 1997 Stock Option Plan, Mr. Shachar will be granted options to
purchase 65,000 Ordinary Shares at an exercise price of $5.50 per share. The
options will be exercisable until July 1, 2008, and will vest as follows:
21,667 on July 1, 2000, 21,667 on July 1, 2001 and 21,666 on July 1, 2002.
For the year 2000, under the 1997 Stock Option Plan, Mr. Shachar will be
granted options to purchase 30,000 Ordinary Shares at an exercise price of
$10.875 per share. The options will be exercisable until 2010 and will vest
as follows: 10,000 on October 10, 2001, 10,000 on October 10, 2002 and
10,000 on October 10, 2003. For various services rendered to NUR Europe S.A.
and NUR Media Solutions S.A. (the "SUBSIDIARIES") by Sorly Ltd., a company
wholly owned by Erez Shachar, the Subsidiaries would each pay Sorly Ltd. the
sum of $9,250 per quarter during 2000.
(b) Compensation to Yoram Ben-Porat. An option granted under the
Company's 1997 Stock Option Plan, to Mr. Ben-Porat, a director of the
Company and Managing Director of the Company's wholly owned subsidiary, NUR
Media Solutions S.A., to purchase 25,000 Ordinary Shares at an exercise
price of $5.50 per share. The options will be exercisable until July 1,
2008, and will vest as follows: 8,334 on July 1, 2000, 8,333 on July 1, 2001
and 8,333 on July 2002.
(c) Compensation to non-employee members of the Board: Each non-employee
Board member will receive an annual fee of $8,000, for participation in a
meeting of the Board each non-employee Board member will be entitled to an
additional $500 participation fee, for the participation in a meeting of a
committee of the Board each non-employee Board Member shall be entitled to
an additional $250 participation fee. The chairman of the Board and chairman
of any Committee of the Board will be entitled to an additional annual fee
of $5,000.
(d) Compensation to the External Directors: Each External Director will
receive an annual fee of $8,000, for participation in a meeting of the Board
each External Director will be entitled to an additional $500 participation
fee, for the participation in a meeting of a committee of the Board each
External Director shall be entitled to an additional $250 participation fee.
The fees paid to the External Directors are subject to the provisions of the
Companies Law and regulations thereunder.
At the Meeting, the Board will propose that the following ordinary
resolution be adopted:
"RESOLVED, that the terms and proposed terms of compensation paid and
to be paid by the Company to the officer, the members of the Board and
the non-employee members of the Board, presented to the annual general
meeting of shareholders and described in the Company's Proxy Statement
dated October 19, 2000, be and they hereby are, approved."
Upon receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
8
<PAGE>
THE BOARD RECOMMENDS A VOTE "FOR" THIS PROPOSED RESOLUTION.
8. RENEWAL OF THE DIRECTORS AND OFFICERS LIABILITY INSURANCE
The Board will present at the Meeting for shareholder approval a resolution
approved by the Audit Committee and the Board on October 11, 2000 and
October 12, 2000, respectively, to renew the Company's Directors and Officers
Liability Insurance with the Israel Pheonix Assurance Co. Ltd. for the period
commencing on March 25, 2000. The Insurance Policy provides coverage up to
$15,000,000.
The Board and the Audit committee, subject to shareholders approval, have
approved the following:
"To renew the company's Directors and Officers Liability Insurance with
the Israel Pheonix Assurance Co. Ltd. for the period commencing on
March 25, 2000."
At the Meeting, the Board will propose that the following ordinary
resolution be adopted:
"RESOLVED, that the Company's Directors and Officers Liability Insurance
with the Israel Pheonix Assurance Co. Ltd. be renewed for the period
commencing on March 25, 2000."
Upon the receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THIS PROPOSED RESOLUTION.
9. APPROVAL OF INDEMNIFICATION AGREEMENTS
The Companies Law authorizes the Company to indemnify a director or officer
for (a) monetary liability imposed upon him or her in favor of other persons
pursuant to a court judgment, including a compromise judgment or an arbitrator's
decision approved by a court, and (b) reasonable litigation expenses, including
attorneys' fees, actually incurred by him or her or imposed upon him or her by a
court, in an action, suit or proceeding brought against him or her by or on
behalf of the company or other persons, or in connection with a criminal action
which does not require criminal intent in which he or she was convicted, in each
case in connection with his or her activities as an office holder. The Company
proposes to enter into indemnification agreements with each of its directors,
under which the Company undertakes to indemnify its directors to the fullest
extent permitted under the Companies Law.
The Board and the Audit committee, subject to shareholders approval, have
approved the following resolution:
"To approve and authorize the indemnification agreements between the
Company and each of its Directors."
At the meeting the Board will propose that the following ordinary resolution
be adopted:
"RESOLVED, to approve and authorize the indemnification agreements
between the Company and each of its directors."
The affirmative vote of the holders of a majority of the voting power
represented at the Meeting in person or by proxy is necessary for the approval
of the Ordinary Resolution to approve the terms of, and to authorize the Company
to enter into, the indemnification agreements.
Upon the receipt of a properly signed and dated proxy and unless otherwise
instructed on the proxy, the persons named in the enclosed proxy will vote the
shares represented thereby "for" the proposal.
9
<PAGE>
THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THIS PROPOSED RESOLUTION.
10. OTHER BUSINESS
The Meeting is called for the purposes set forth in the Notice accompanying
this Proxy Statement. As of the date of the Notice, the Board knows of no
business that will be presented for consideration at the Meeting other than the
foregoing matters. If other matters not now known properly come before the
Meeting, however, it is intended that the persons named as proxies or their
substitutes will vote the shares in accordance with their best judgment with
respect to such matters.
C. PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Ordinary Shares as of October 11, 2000 by (a) each
person known by the Company to be the beneficial owner of more than 10% of the
outstanding Ordinary Shares and (b) all of the Company's executive officers,
directors and nominees as a group (13 persons). All of the information with
respect to beneficial ownership by the Company's directors, executive officers
and beneficial owners has been furnished by the respective director, executive
officer, or beneficial owner, as the case may be. The Company believes that the
persons named in this table have sole voting and investment power with respect
to the Ordinary Shares indicated.
<TABLE>
<CAPTION>
PERCENTAGE OF
ORDINARY SHARES ORDINARY SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
------------------ ------------------
<S> <C> <C>
Dan Purjes*................................................. 4,617,123 32.07%
All current executive officers, directors and nominees as a
group (13 persons)**...................................... 5,340,419 35.90%
</TABLE>
------------------------------
* Includes warrants to purchase 84,119 shares. Dan Purjes is Chairman of the
Company and Chairman of Josephthal Group, Inc.
** Including the holdings of Mr. Purjes, as detailed above.
10
<PAGE>
D. THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board is composed of the following six members: Dan Purjes, Erez
Shachar, Robert F. Hussey, Hugo Chaufan, Yoram Ben-Porat and Robert L. Berenson.
Messrs. Purjes, Shachar, Hussey and Chaufan are up for reelection. Two new
Directors will be joining the Board subject to their election, Ms. Orit Leitman
and Mr. Shenholz.
1. TERMS OF DIRECTORS
The members of the Board are elected annually at the Company's general
meeting and remain in office until the next annual general meeting of the
Company, unless the director has previously resigned, vacated his office, or was
removed in accordance with the Company's Articles of Association. In addition,
the Board may elect additional members to the Board.
2. COMMITTEES OF THE BOARD
The Company's Articles of Association provide that the Board may delegate
certain powers of its to committees of the Board as it deems appropriate,
subject to the provisions of the Israeli Companies Law 5759-1999 (the "COMPANIES
LAW").
APPROVAL OF CERTAIN TRANSACTIONS UNDER THE COMPANIES LAW; AUDIT COMMITTEE
The Company is subject to the provisions of the Companies Law. The Companies
Law requires disclosure by an "Office Holder" (as defined below) to the Company
in the event that an Office Holder has a direct or indirect personal interest in
a transaction to which the Company intends to be a party, and codifies the duty
of care and fiduciary duties which an Office Holder has to the Company. An
"OFFICE HOLDER" is defined in the Companies Law as a Director, General Manager,
Chief Business Manager, Vice General Manager, other manager directly subordinate
to the General Manager and any other person assuming the responsibilities of any
of the foregoing positions without regard to such person's title.
The Companies Law further requires that certain transactions, actions, and
arrangements must be approved by an audit committee of the Company's Board (the
"AUDIT COMMITTEE") meeting certain criteria defined in the Companies Law, and by
the Board itself. The Company is also required to maintain the Audit Committee
as a result of the inclusion for quotation of the Ordinary Shares on the Nasdaq
National Market. In certain circumstances, shareholder approval is also
required. The Audit Committee must be comprised of members of the Board who are
not employees of the Company, and the majority of members of the Audit Committee
may not be holders, directly or indirectly through family members, of more than
five percent of the Ordinary Shares.
The Audit Committee currently consists of Robert F. Hussey, Hugo Chaufan and
Robert L. Berenson. Approval by the Audit Committee and the Board is required
for (i) proposed transactions to which the Company intends to be a party in
which an Office Holder has a direct or indirect personal interest, (ii) actions
or arrangements which may otherwise be deemed to constitute a breach of
fiduciary duty or of the duty of care of an Office Holder to the Company,
(iii) arrangements with directors as to the terms of office or compensation, and
(iv) indemnification of Office Holders. Arrangements with directors as to the
terms of their service or compensation also require shareholder approval. All
arrangements as to compensation of Office Holders who are not directors require
approval of the Board. In certain circumstances, the matters referred to in (i),
(ii), (iii) and (iv) may also require shareholder approval.
Office Holders (including directors) who have a personal interest in a
matter which is considered at a meeting of the Board or the Audit Committee may
not be present at such meeting, may not participate in the discussion, and may
not vote on any such matter, except that such Office Holders
11
<PAGE>
may consent in writing to resolutions adopted by the Board and/or the Audit
Committee by unanimous consent.
The requirements of The Nasdaq Stock Market, Inc. provide that the Audit
Committee reports, among other things, that it has reviewed and discussed the
Consolidated Financial Statements for the year ended December 31, 1999 with
management of the Company.
The Audit Committee has discussed with the independent auditor the matters
covered by Statement on Auditing Standards No. 61, as well as the independence
of the independent auditor and was satisfied as to the independent auditor's
compliance with the said standards.
STOCK OPTION COMMITTEES
The Companies Law provides that the Board is not entitled to delegate to
Board Committees its power, among other things, to allocate shares or securities
convertible into shares of the Company. In March 1998, the Company established
the Stock Option & Compensation Committee. The Stock Option & Compensation
Committee is charged with administering and overseeing the distribution of stock
options under the approved stock option plans of the Company, the 1997 Employee
Stock Option Plan and the 1995 Employee Stock Option Plan subject to the
provisions of the Companies Law. The Stock Option Committee is presently
comprised of three members: Dan Purjes, Robert F. Hussey and Hugo Chaufan. In
July 1999, the Board established the Non-Employee Stock Option Committee (the
"NESOC"), to administer the 1998 Stock Option Plan for Non-Employee Directors,
subject to the provisions of the Companies Law. The NESOC is presently comprised
of two members: Erez Shachar and Yoram Ben-Porat.
3. ALTERNATE DIRECTORS
The Articles of Association provide that, subject to the Board's approval, a
director may appoint, by written notice to the Company, any individual (subject
to section 37.4 of the Company's Articles of Association) to serve as an
alternate director. Any alternate director shall have all of the rights and
obligations of the director appointing him or her, except the power to appoint
an alternate (unless the instrument appointing him or her expressly provides
otherwise). The alternate director may not act at any meeting at which the
director appointing him or her is present. Such alternate may act as the
alternate for several directors and have the corresponding number of votes.
Unless the appointing director limits the time period or scope of any such
appointment, such appointment is effective for all purposes and for an
indefinite time, but will expire upon the expiration of the appointing
director's term. Currently, there are no alternate directors.
4. NUMBER OF DIRECTORS
Unless otherwise prescribed by an Ordinary Resolution of the Company, the
Board shall consist of not less than four (4) nor more than twelve
(12) directors. The directors may at any time appoint any person to serve as a
director, either as a replacement for a vacated office or in order to increase
the number of directors, subject to the condition that the number of directors
shall not exceed the maximum established by the Articles of Association. Any so
appointed director shall remain in office until the next Annual General Meeting,
at which he may be reelected.
E. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
For the year ended December 31, 1999, the aggregate compensation paid by the
Company to the directors and executive officers of the Company (a total of 13
persons) amounted to approximately $1,041,000. In October 1997, the Company
undertook to pay its Board members who are not employees of the Company
remuneration for their services as directors. This remuneration includes an
annual payment of $5,000 and an additional payment of $250 per meeting. Further
to the approval of
12
<PAGE>
the non-employee Board Members compensation by this shareholders meeting, the
remuneration will be increased to an annual payment of $8,000 and additional
payments of $500 per board meeting, $250 per meeting of a committee of the Board
and an additional $5,000 payment to the chairman of the Board or a committee of
the Board.
In addition, the directors and officers of the Company hold, in the
aggregate, options and warrants exercisable into 787,952 Ordinary Shares of the
Company. Under the 1998 Share Option Plan for Non-Employee Directors (the "1998
PLAN"), approved by the Annual General Meeting held on September 8, 1998, each
of Messrs. Robert Hussey, Dan Purjes, and Robert Berenson, all of whom are
directors of the Company, were granted on October 26, 1998 an option to purchase
10,000 Ordinary Shares of the Company, and on August 1, 1999 they were granted
an additional option to purchase 10,000 Ordinary Shares. Mr. Hugo Chaufan was
granted an option to purchase 8,333 Ordinary Shares of the Company on
October 1, 1999. Messrs. Robert Hussey, Dan Purjes, Robert Berenson and Hugo
Chaufan were granted on August 1, 2000 an option to purchase 10,000 Ordinary
Shares of the Company. The exercise price for the underlying shares of such
options is the "Fair Market Value" (as defined in the 1998 Plan) of the shares
of the Company at the date of grant.
F. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Sorly Ltd, a company wholly owned by Erez Shachar, the president and Chief
Executive Officer of the Company, rendered various services to NUR Europe S.A.
and NUR Media Solutions S.A. (the "SUBSIDIARIES"). Subject to shareholders
approval, the Subsidiaries would each pay Sorly Ltd. the sum of $9,250 per
quarter during 2000.
13
<PAGE>
APPENDIX B.3.
ARTICLES OF ASSOCIATION
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SUBJECT PAGE
------- ----
<S> <C>
I PRELIMINARY
Interpretation.............................................. 5
Name........................................................ 6
Purpose and Objective....................................... 6
II SHARE CAPITAL
Share Capital............................................... 6
Limited liability........................................... 6
Alteration of Share Capital................................. 6
III SHARES
Rights Attached to Shares................................... 7
Issuance of Shares.......................................... 7
Share Certificates.......................................... 7
Owners of Shares............................................ 8
Calls on Shares............................................. 8
Forfeiture and Surrender.................................... 9
Lien........................................................ 9
Sale of Shares after Forfeiture or Surrender or in
Enforcement of Lien....................................... 10
Redeemable shares........................................... 10
Effectiveness of Transfer of Shares......................... 10
Procedure on Voluntary Transfer of Shares................... 10
Transfer of Share........................................... 10
Issuance of Shares.......................................... 11
IV GENERAL MEETING
Annual Meeting.............................................. 12
Extraordinary Meeting....................................... 12
Notice of General Meetings.................................. 12
Quorum...................................................... 12
Chairman.................................................... 13
Adoption of Resolution at General Meetings.................. 13
Voting Power................................................ 13
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SUBJECT PAGE
------- ----
<S> <C>
Attendance and Voting Rights at General Meeting............. 14
V BOARD OF DIRECTORS
Powers of the Board......................................... 14
Exercise of Powers of the Board............................. 15
Committees of Directors..................................... 15
Number of Directors......................................... 15
Appointment and Removal of Directors........................ 15
Qualification of Directors.................................. 16
Vacation of Director's Office............................... 16
Remuneration of Directors................................... 16
Conflict of Interests....................................... 17
Alternate Director.......................................... 17
Meeting of the Board........................................ 18
Convening Meetings of the Board............................. 18
Quorum...................................................... 18
Chairman of the Board....................................... 18
External Directors..........................................
VI GENERAL MANAGER
General Manager............................................. 19
VII MINUTES OF THE BOARD
Minutes..................................................... 19
VIII INTERNAL AUDITOR
Internal Auditor............................................ 19
IX DIVIDENDS AND PROFIT
Declaration of Dividends.................................... 19
Rights to Participate in the Distribution of Dividends...... 20
Interest on Dividends....................................... 20
Payment of Dividends........................................ 20
Payment in Specie........................................... 20
Setting-Off Dividends....................................... 20
Unclaimed Dividends......................................... 20
Reserves and Funds.......................................... 21
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SUBJECT PAGE
------- ----
<S> <C>
Capitalization of Profits................................... 21
X ACCOUNTING BOOKS
Accounting Books............................................ 21
XI BRANCH REGISTERS
Authority to keep Branch Registers.......................... 22
Provisions in respect of keeping Branch Registers........... 22
XII SIGNATURES
The Company's Signature..................................... 22
XIII NOTICES
Notices in Writing.......................................... 22
Delivery of Notices......................................... 22
XIV INDEMNITY AND INSURANCE
Indemnity of Officers....................................... 23
Insurance of Officer........................................ 23
XV WINDING UP
Distribution of Assets...................................... 23
</TABLE>
4
<PAGE>
THE COMPANIES LAW
A COMPANY LIMITED BY SHARES
AMENDED AND RESTATED ARTICLES OF
NUR MACROPRINTERS LTD.
I PRELIMINARY
1. INTERPRETATION
1.1 In these Articles the following terms shall bear the meaning ascribed
to them below:
"Alternate Director" defined in Article 37.1 herein.
The "Articles" shall mean the articles of association contained in the
Articles, as originally registered and as they may from time to time be
amended.
The "Board" shall mean the Company's Board of Directors.
The "Company" shall mean the above named company.
"Determining Majority" as defined in Article 6 herein.
"External Director" as defined in the Law.
"Extraordinary Meetings" as defined in Article 21.1 herein.
"Iska Chariga" as defined in the Law.
The "Law" shall mean the Companies Law, 5759-1999, as the same may be
amended from time to time, and all the rules and regulations promulgated
thereunder.
The "Memorandum" shall mean the Memorandum of Association of the
Company, as originally registered and as it may from time to time be
amended.
"Obligation" as defined in Article 13.1 herein.
The "Ordinance" shall mean the Companies Ordinance [New Version],
5743-1983, as the same may be amended from time to time.
The "Register of Members" shall mean the Company's Register of Members.
"Registered Holder" as defined in Article 10 herein.
"Securities" as defined in Article 18 herein.
Terms and expressions used in the Articles and not defined herein, shall
bear the same meaning as in the Law.
1.2 Sections 2,3,4,5,6,7,8 and 10 of the Interpretation Law, 5741-1981,
shall apply, mutatis mutandis, to the interpretation of the Articles.
1.3 The captions in the Articles are for convenience only and shall not be
deemed a part hereof or affect the interpretation of any provision
hereof.
5
<PAGE>
2. NAME
The Name of the Company shall be Nur Macroprinters Ltd., and in Hebrew:
3. PURPOSE AND OBJECTIVE
3.1 The objective of the Company shall be to undertake any lawful
activity, including any objective set forth in the Memorandum (for as
long as it is in effect).
3.2 The purpose of the Company is to operate in accordance with commercial
considerations with the intention of generating profits. Such
considerations may take into account, amongst others, public interest
and the interests of the Company's creditors and employees. In addition,
the Company may contribute reasonable amounts for any suitable purpose
even if such contributions do not fall within the business
considerations of the Company. The Board may determine the amounts of
the contributions, the purpose for which the contribution is to be made,
and the recipients of any such contribution.
II SHARE CAPITAL
4. SHARE CAPITAL
The authorized share capital of the Company is fifty million (50,000,000)
NIS divided into fifty million (50,000,000) ordinary shares of one (1) NIS
nominal value each.
5. LIMITED LIABILITY
The liability of the shareholders of the Company for the indebtedness of the
Company shall be limited to payment of the nominal value of such shares.
6. ALTERATION OF SHARE CAPITAL
The Company may, from time to time, by a resolution approved at a General
Meeting by such majority as is required to amend these Articles (as set forth in
Article 25 below), or such majority as shall be required to amend the Memorandum
(for as long as it is still in force) (collectively, a "Determining Majority"):
6.1 Increase its share capital in an amount it considers expedient by the
creation of new shares. The power to increase the share capital may be
exercised by the Company whether or not all of the shares then
authorized have been issued and whether or not all of the shares
theretofore issued have been called up for payment. Such resolution
shall set forth the amount of the increase, the number of the new shares
created thereby, their nominal value and class, and may also provide for
the rights, preferences of deferred rights that shall be attached to the
newly created shares and the restrictions to which such shares shall be
subject;
6.2 Consolidate all or any of its issued or unissued share capital and
divide same into shares of nominal value larger than the one of its
existing shares;
6.3 Subdivide all or any of its issued or unissued share capital, into
shares of nominal value smaller than the one of its existing shares;
provided, however, that the proportion between the amount paid and the
amount unpaid on each share which is not fully paid-up shall be retained
in the subdivision;
6.4 Cancel any shares which, as at the date of the adoption of the
resolution, have not been issued or agreed to be issued, and thereby
reduce the amount of its share capital by the aggregate nominal value of
the shares so canceled;
6
<PAGE>
III SHARES
7. RIGHTS ATTACHED TO SHARES
7.1 Subject to any contrary provisions of the Memorandum (for as long as
it is in effect) or the Articles, same rights, obligations and
restrictions shall be attached to all the shares of the Company
regardless of their denomination or class.
7.2 If at any time the share capital is divided into different classes of
shares, the rights attached to any class may be modified or abrogated by
a resolution adopted by a Determining Majority at a General Meeting and
by the adoption of a resolution, supported by a Determining Majority,
approving same modification or abrogation at a General Meeting of the
holders of the shares of such class.
The provisions of the Articles relating to General Meeting of the
Company shall apply, mutatis mutandis, to any separate General Meeting
of the holders of the shares of a specific class, provided, however,
that the requisite quorum at any such separate General Meeting shall be
one or more members present in person or by proxy and holding not less
than thirty three and one third percent (331/3%) of the issued shares of
such class.
7.3 The creation of additional shares of a specific class, or the issuance
of additional shares of a specific class, shall not be deemed, for
purposes of article 7.2, a modification or abrogation of rights attached
to shares of such class or of any other class.
8. ISSUANCE OF SHARES
Issuance of shares of the Company shall be under the control of the Board,
who shall have the exclusive authority to issue the Company's shares or grant
options to acquire shares, to such persons and on such terms and conditions as
the Board may think fit.
9. SHARE CERTIFICATES
9.1 Each member shall be entitled, not later than 60 days from the date of
issuance or the date of transfer, to receive from the Company one share
certificate in respect of all the shares of any class registered in his
name on the Register of Members or, if approved by the Board, several
share certificates, each for one or more of such shares.
9.2 Each share certificate issued by the Company shall be numerated,
denote the class and serial numbers of the shares represented thereby
and the name of the owner, thereof as registered on the Register of
Members, and may also specify the amount paid-up thereon, A share
certificate shall be signed by the Company.
9.3 A share certificate denoting two or more persons as joint owners of
the shares represented thereby shall be delivered to any one of the
persons named on the Register of Members in respect of such joint
ownership.
9.4 A share certificate defaced or defective, may be replaced upon being
delivered to the Company and being canceled. A share certificate lost or
destroyed may be replaced upon furnishing of evidence to the
satisfaction of the Board proving such loss or destruction and subject
to the submission to the Company of an indemnity letter and/or
securities as the Board may think fit.
A member requesting the replacement of a share certificate shall bear
all expenses incurred by the Company in connection with the provisions
of this Article.
7
<PAGE>
10. OWNERS OF SHARES
The Company shall be entitled to treat the person registered in the Register
of Members as the holder of any share, as the absolute owner thereof (a
"Registered Holder") and shall also treat any other person deemed as a holder of
shares pursuant to the Law, as an owner of shares.
11. CALLS ON SHARES
11.1 The Board may, from time to time, make calls upon members to perform
payment of any amount of the consideration of their shares not yet paid,
provided same amount is not, by the terms of issuance of same shares,
payable at a definite date. Each member shall pay to the Company the
amount of every call so made upon him at the time(s) and place(s)
designated in such call. Unless otherwise stipulated in the resolution
of the Board, each payment with respect to a call shall be deemed to
constitute a pro-rata payment on account of all of the shares in respect
of which such call was made.
11.2 A call may contain a demand for payment in installments.
11.3 A call shall be made in writing and shall be delivered to the
member(s) in question not less than fourteen (14) days prior to the date
of payment stipulated therein. Prior to the due date stipulated in the
call the Board may, by delivering a written notice to the member(s),
revoke such call, in whole or in part, postpone the designated date(s)
of payment or change the designated place of payment.
11.4 If, according to the terms of issuance of any share, any amount is
due at a definite date, such amount shall be paid on same date, and the
holder of the same share shall be deemed, for all intents and purposes,
to have duly received a call in respect of such amount.
11.5 The joint holders of a share shall be bound jointly and severally to
pay all calls in respect thereof. A call duly made upon one of the joint
holders shall be deemed to have been duly made upon all of the joint
holders.
11.6 Any amount not paid when due shall bear an interest from its due date
until its actual payment at a rate equal to the then prevailing rate of
interest for unauthorized overdrafts as charged by Bank Hapoalim Ltd,
unless otherwise prescribed by the Board.
The provisions of this Article 11.6 shall in no way deprive the
Company of, or derogate from any other rights and remedies the Company
may have against such member pursuant to the Articles or any pertinent
law.
11.7 The Board may agree to accept prepayment by any member of any amount
due with in respect to his shares, and may direct the payment of
interest for such prepayment at a rate as may be agreed upon between the
Board and the member so prepaying.
11.8 Upon the issuance of shares of the Company, The Board may stipulate
similar or different terms with respect to the payment of the
consideration thereof by their respective holders.
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12. FORFEITURE AND SURRENDER
12.1 If any member fails to pay when due any amount payable pursuant to a
call, or interest thereon as provided for herein, the Company may, by a
resolution of the Board, at any time thereafter, so long as said amount
or interest remains unpaid, forfeit all or any of the shares in respect
of which said call had been made. All expenses incurred by the Company
with respect to the collection of any such amount of interest,
including, inter-alia, attorney's fees and costs of legal proceedings,
shall be added to, and shall constitute a part of the amount payable to
the Company in respect of such call for all purposes (including the
accrual of interest thereon).
12.2 Upon the adoption of a resolution of forfeiture, the Board shall
cause the delivery of a notice thereof to the member in question. Same
notice shall specify that, in the event of failure to pay the entire
amount due within the period stipulated in the notice (which period
shall be not less the thirty (30) days), same failure shall cause, ipso
facto, the forfeiture of the shares. Prior to the expiration of such
period, the Board may extend the period specified in the notice of
forfeiture or nullify the resolution of forfeiture, but such
nullification shall not estop nor derogate from the power of the Board
to adopt a further resolution of forfeiture in respect of the
non-payment of said amount.
12.3 Whenever shares are forfeited as herein provided, all dividends
theretofore declared in respect thereof and not actually paid shall be
deemed to have been forfeited together with the shares.
12.4 The Company, by a resolution of the Board, may accept the voluntary
surrender by any member of all or any part of his shares.
12.5 Any share forfeited or surrendered as provided herein shall thereupon
constitute the property of the Company, and may be resold. Such shares
that have not yet been resold shall be considered dormant shares.
12.6 Any member whose shares have been forfeited or surrendered shall
cease to be a member in respect of the forfeited or surrendered shares,
but shall, notwithstanding, be obligated to pay to the Company all
amounts at the time of forfeiture or surrender due to the Company with
respect thereof, including interest and expenses as aforesaid until
actual repayment, whether the maturity date of same amounts is on or
prior to the date of forfeiture or surrender or at any time thereafter,
and the Board, in its discretion, may enforce payment of such amounts or
any part thereof, unless such shares have been resold in which event the
provisions of the Law shall apply. In the event of such forfeiture or
surrender, the Company, by a resolution of the Board, may accelerate the
maturity date(s) of any or all amounts then owed to the Company by same
member and not yet due, however, arising whereupon all of such amounts
shall forthwith become due and payable.
The Board may, at any time before any share so forfeited or
surrendered shall have been reissued or otherwise disposed of to a third
party, nullify the forfeiture or the acceptance of the surrender on such
conditions as it thinks fit, but such nullification shall not estop nor
derogate from the power of the Board to re-exercise its powers of
forfeiture pursuant to this Article 12.
13. LIEN
13.1 The Company shall have, at all times, a first and paramount lien upon
all the shares registered in the name of each member on the Register of
Members, upon all the dividends declared in respect of such shares and
upon the proceeds of the sale thereof, as security for his obligations.
For the purposes of this Article 13 and of Article 14, the term
"Obligation"
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shall mean any and all present and future indebtedness owed to the
Company by a member with respect to his shares, however arising, whether
such indebtedness is absolute or contingent, joint or several, matured
or unmatured, liquidated or non-liquidated.
13.2 Shall a member fail to fulfill any or all of his Obligations, the
Company may enforce the lien, after same member was provided with a
period of fourteen (14) days to fulfill the Obligations so breached.
13.3 A member shall be obliged to reimburse the Company for all expenses
thereby incurred with respect to the enforcement of a lien upon same
member's shares, and such obligation shall be secured by the shares
which are subject to same lien.
14. SALE OF SHARES AFTER FORFEITURE OR SURRENDER OR IN ENFORCEMENT OF LIEN
14.1 Upon any sale of shares after forfeiture or surrender or in the
course of enforcement of a lien, the Company may appoint any person to
execute an adequate instrument of transfer or any other instrument
required to effect the sale, and shall be entitled to register the
purchaser on the Register of Members as the holder of the shares so
purchased. The purchaser shall not be obliged to check the regularity of
the proceedings of forfeiture, surrender or enforcement of a lien or the
use that was made consideration thereby paid with respect to the shares.
As of the entry of the purchaser's name in the Register of Members in
respect of such shares, the validity of the sale shall not be rebutted,
and the sole remedy of any person aggrieved by the sale shall be in
damages, and against the Company solely.
14.2 The net proceeds of any such sale, after payment of the selling
expenses, shall serve for repayment of the Obligations of the respective
member, and the balance if any shall be paid to the member, his
inheritors, the executors of his will, the administrators of his estate,
and to persons on his behalf.
15. REDEEMABLE SECURITIES
Subject to the Law, the Company may issue redeemable securities and redeem
the same.
16. EFFECTIVENESS OF TRANSFER OF SHARES
A transfer of title to shares of the Company, whether voluntarily or by
operation of law, shall not confer upon the transferee any rights towards the
Company as a Registered Holder unless and until such time as the transfer has
been registered in the Register of Members.
17. PROCEDURE ON VOLUNTARY TRANSFER OF SHARES
A person desiring to be registered as a Registered Holder, shall deliver to
the Company an instrument of transfer of shares according to which he is the
transferee accompanied by a notice to the effect, in a form to be prescribed by
the Board, duly executed by such person and the transferor, and subject to the
prior fulfillment of the provisions of Article 18 below, the Board shall
instruct the registration of same in the Register of Members.
18. TRANSFER OF SHARES
18.1 The transfer of shares of the Company and any other securities issued
by the Company and owned by a Registered Holder (in this Article 18,
hereinafter, "Securities") shall be made in writing in a conventional
manner or as established by the Board; it may be effected by the
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signature of the transferor only, on the condition that an appropriate
share transfer deed shall be submitted to the Company.
18.2 Shares that are not paid up in full or are subject to any lien or
pledge may not be transferred unless the transfer is approved by the
Board, which may at its sole discretion withhold its approval without
having to show grounds.
18.3 Any transfer of shares that are not paid up in full shall be subject
to the signature of the transferee and the signature of a witness in
verification of the authenticity of the signatures on the share transfer
deed.
18.4 The transferor shall be deemed to be the Registered Holder of the
transferred Securities until the name of the transferee is entered in
the Register of Members.
18.5 The share transfer deed shall be submitted to the office for
registration together with the certificates to be transferred and such
other evidence as the Company may require with regard to the
transferor's title or right to transfer the Securities. The share
transfer deeds shall remain with the Company after their registration.
18.6 The Company may demand payment of a transfer registration fee at a
rate to be determined by the Board from time to time.
18.7 The Board may close the Register of Members for a period no longer
than 30 days every year.
18.8 Upon the death of a Registered Holder of Securities of the Company,
the Company shall recognize the guardians, administrators of the estate,
executors of the will, and in the absence of such persons, the
inheritors of the deceased person as the only ones entitled to be
registered as the Registered Holders of Securities of the Company,
subject to proof of their rights in a manner established by the Board.
18.9 In the event of the deceased member being a Registered Holder of a
Security jointly with other persons, the surviving member shall be
considered the sole Registered Holder of said Securities, upon the
approval of the Company, without exempting the estate of the deceased
joint holder from any of the obligations relating to the jointly held
Securities.
18.10 A person acquiring a right to a Security by virtue of his being a
guardian or administrator of the estate or inheritor of the deceased
member, or receiver, liquidator or trustee in liquidation proceedings
regarding a corporate member, or by any operation of law, may be subject
to submission of such proof of entitlement as the Board may establish be
entered as the Registered Holder of the respective Security or transfer
the Security subject to the provisions of the Articles with regard to
such transfer.
18.11 A person acquiring a Security as a result of a transfer by operation
of law shall be entitled to dividends and other rights in respect of the
Security and also to receive and certify the receipt of dividends and
other sums of money in connection with the said Security; however, such
person shall not be entitled to receive notices of the convening of
General Meetings of the Company or to participate or vote therein or to
exercise any right conferred by the Security with the exception of the
aforementioned rights, pending the registration of such person in the
Register of Members.
19. ISSUANCE OF SHARES
The Board may issue shares and other securities, convertible or exercisable
into shares, up to a maximum amount equal to the registered share capital of the
Company; for this purpose, securities convertible or exercisable into shares,
shall be considered as having been converted or exercised on the date of
issuance.
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IV GENERAL MEETINGS
20. ANNUAL MEETING
20.1 An Annual Meeting shall be held once in every calendar year at such
time (within a period of not more than fifteen (15) months after the
last preceding Annual Meeting) and at such place as may be determined by
the Board.
20.2 The Annual Meeting shall:
20.2.1 Discuss the audited financial statements of the Company for the last
fiscal year;
20.2.2 Appoint auditors and establish their remuneration, or empower the
Board to establish their remuneration;
20.2.3 Appoint the directors as stipulated in Article 32 below, and
establish their remuneration;
20.2.4 Discuss any other business to be transacted at a General Meeting
according to the Articles or by operation of law.
21. EXTRAORDINARY MEETING
21.1 All General Meetings other than Annual Meetings shall be called
"Extraordinary Meetings."
21.2 The Board may, whenever it thinks fit, convene an Extraordinary
Meeting, and shall be obligated to do so upon receipt of a requisition
in writing in accordance with Section 63 of the Law.
21.3 Members of the Company shall not be authorized to convene an
Extraordinary Meeting except as provided in Section 64 of the Law.
22. NOTICE OF GENERAL MEETINGS
22.1 Prior to any General Meeting a written notice thereof shall be
delivered to all Registered Holders and to all other persons entitled to
attend thereat, and shall be otherwise made public as required by Law.
Such notice shall specify the place, the day and the hour of the General
Meeting, the agenda of the meeting and the proposed resolutions and such
other documents required under law. The notice will be delivered not
less then twenty-one (21) days prior to any General Meeting.
22.2 The accidental omission to give notice of a General Meeting, or the
non-receipt of a notice by a member entitled to receive notices of
General Meeting, shall not invalidate the proceedings of such a General
Meeting.
22.3 A member entitled to receive notices of General Meeting may waive
such right before such meeting of expost, and shall be deemed to have
waived such right with respect to any General Meeting at which he was
present, in person or by proxy.
23. QUORUM
23.1 Two or more members present in person or by proxy and holding shares
conferring in the aggregate more than thirty three and one third percent
(33 1/3%) of the total voting power attached to the shares of the
Company, shall constitute a quorum at General Meetings. No business
shall be considered or determined at a General Meeting, unless the
requisite quorum is present when the General Meeting proceeds to
consider and/or determine same business.
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23.2 If within half an hour from the time appointed for the General
Meeting a quorum is not present, the General Meeting shall, if convened
upon requisition under Section 64 of the Law, be dissolved, but in any
other case it shall stand adjourned on the same day, in the next week,
at the same time and place. The requisite quorum at an adjourned General
Meeting shall be one or more members, present in person or by proxy,
holding not less than thirty three and a third percent (33 1/3%) of the
total voting power attached to the shares of the Company. At an
adjourned General Meeting the only businesses to be considered shall be
those matters which might have been lawfully considered at the General
Meeting originally called if a requisite quorum had been present, and
the only resolutions to be adopted are such types of resolutions which
could have been adopted at the General Meeting originally called.
24. CHAIRMAN
The Chairman, of the Board, or if there is no such chairman, or if he is not
present, any other person appointed by the members present, shall preside as
Chairman at a General Meeting of the Company. The Chairman of any General
Meeting shall have no additional or casting vote.
25. ADOPTION OF RESOLUTION AT GENERAL MEETINGS
25.1 A resolution shall be deemed adopted at a General Meeting if the
requisite quorum is present and the resolution is supported by members
present, in person or by proxy, vested with more than fifty percent
(50%) of the total voting power attached to the shares whose holders
were present, in person or by proxy, at such General Meeting and voted
thereon, or such other percentage as is set forth in these Articles or
as required by Law.
25.2 Any resolution to amend these Articles or to amend the Memorandum
(for as long as it is still in force), shall be deemed adopted at a
General Meeting if supported by members, present in person or by proxy,
vested with a Determining Majority, which shall be seventy-five percent
(75%) or more of the total voting power attached to the shares whose
holders were present, in person or by proxy, at such General Meeting and
voted thereon.
25.3 Any proposed resolution put to vote at a General Meeting shall be
decided by a poll.
25.4 Subject to approval by a General Meeting at which the requisite
quorum is present, the chairman is obligated at the request of the
General Meeting, to adjourn the General Meeting, and the adjourned
meeting shall convene at such date and place as is decided by the
General Meeting. If the General Meeting is adjourned by more than
twenty-one (21) days, a notice of the adjourned meeting shall be given
in the manner set forth in sections 67 through 69 of the Law. An
adjourned meeting may only transact such business as left unfinished at
the original meeting.
25.5 A declaration by the Chairman of the General Meeting that a proposed
resolution has been adopted or rejected, shall constitute conclusive
evidence of the adoption or rejection, respectively, of same resolution,
and no further proof verifying the contents of such declaration or the
number or proportion of the votes recorded in favor of or against such
resolution shall be required.
26. VOTING POWER
26.1 Subject to the provisions of Article 27.1 below and subject to any
other provision hereof pertaining to voting rights attached or
not-attached to shares of the Company, whether in general or in respect
of a specific matter or matters, every member shall have one vote for
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each share registered in his name on the Register of Members, regardless
of its denomination or class.
26.2 In case of equality of votes, the resolution shall be deemed to have
been rejected.
27. ATTENDANCE AND VOTING RIGHTS AT GENERAL MEETING
27.1 Unless provided otherwise by the terms of issue of the shares, no
member shall be entitled to be present or vote at a General Meeting (or
be counted as part of the quorum thereat) unless all amounts due as at
the date designated for same General Meeting with respect to his shares
were paid.
27.2 A corporate body being a member of the Company and entitled to vote
and/or attend at a General Meeting may exercise such rights by
authorizing any person, whether in general or for a specific General
Meeting, to be present and/or vote on its behalf. Upon the request of
the Chairman of the General Meeting, a writing evidence of such
authorization and its validity (in a form acceptable to the Chairman)
shall be furnished thereto.
27.3 A member entitled to vote and/or attend at a General Meeting may
appoint a proxy, whether is general or for a specific General Meeting,
to exercise such rights, in a form approved by the Board.
27.4 The instrument appointing a proxy shall be delivered to the Company
not later than forty-eight (48) hours before the time designated for the
General Meeting at which the person named in the instrument proposes to
vote and/or attend.
27.5 A member entitled to vote and/or attend at a General Meeting and is
legally incapacitated, may exercise such rights by his custodian.
27.6 If two or more persons are registered as joint owners of any share,
the right to attend at a General Meeting, if attached to such share,
shall be conferred upon all of the joint owners, but the right to vote
at a General Meeting and/or the right to be counted as part of the
quorum thereat, if attached to such share, shall be conferred
exclusively upon the senior amongst the joint owners attending the
General Meeting, in person or by proxy; and for this purpose seniority
shall be determined by the order in which the names appear on the
Register of Members.
27.7 The voting on the terms of the instrument of proxy shall be legal
even in case of prior death or incapacity or bankruptcy of the
principal, and in respect of a corporate principal, in case of its
winding up or revocation of the instrument of proxy or transfer of the
respective share, unless a notice in writing of such death or incapacity
or bankruptcy or winding up or revocation of share transfer shall have
been received by the Register of Members.
The written notice of revocation of the proxy shall be valid if signed
by the principal and received by the Register of Members not later than
one hour before the start of voting.
27.8 No proxy shall be valid after the expiry of 12 months from the date
of its issue.
V BOARD OF DIRECTORS
28. POWERS OF THE BOARD
28.1 The Board shall be vested with the exclusive authority to exercise
all of the Company's powers which are not, by Law, the Memorandum (for
as long as it is in effect), the Articles or any applicable law,
required to be exercised by the General Meeting, the General Manager, or
any other organ of the Company as such term is defined in the Law.
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28.2 The Board shall set the policy guidelines for the Company and shall
supervise the performance and activities of the General Manager.
29. EXERCISE OF POWERS OF THE BOARD
29.1 The powers conferred upon the Board shall be vested in the Board as
collective body, and not in each one or more of the directors
individually, and all such powers may be exercised by the Board by
adopting resolutions in accordance with the provisions of the Articles.
29.2 A resolution shall be deemed adopted at a meeting of the Board if
supported by a majority of the directors attending such meeting and
voting thereon. The Chairman of the Board shall have no casting vote.
29.3 The Board may hold meetings using any means of communication,
provided that all of the directors participating can simultaneously hear
one another.
30. COMMITTEES OF DIRECTORS
30.1 The Board may, subject to section 112 of the Law, delegate any or all
of its powers to committees, each consisting of two or more directors,
one of which shall be an External Director, and it may, from time to
time, revoke or alter the powers so delegated. Each committee shall, in
the exercise of the powers so delegated, conform to any regulations and
conditions prescribed by the Board upon the delegation or at any other
time. Each resolution adopted by a committee within the powers delegated
to it by the Board shall be deemed to have been held by the Board.
30.2 The Board will appoint from among its members an audit committee. All
External Directors shall be members of the audit committee.
30.3 The provision of the Articles with respect to the meetings of the
Board, their convening and adoption of resolutions thereat shall apply,
mutatis mutandis, to the meetings of any such committee, unless
otherwise prescribed by the Board.
31. NUMBER OF DIRECTORS
Unless otherwise prescribed by a resolution adopted at a General Meeting,
the Board shall consist of not less then four (4) nor more then twelve
(12) directors (including the External Directors appointed as required under the
Law).
32. APPOINTMENT AND REMOVAL OF DIRECTORS
32.1 The directors shall be elected annually at a General Meeting as
aforesaid and shall remain in office until the next Annual Meeting at
which time they shall retire, unless their office is vacated previously
as stipulated in the Articles, provided however that the External
Directors shall be appointed, and shall remain in office, as prescribed
in the Law.
32.2 The elected directors shall assume office on the day of their
election.
32.3 A retiring director may be reelected. Pending the convening of an
Annual Meeting at which the directors are to retire from office, all
directors shall remain in office until the convening of the Annual
Meeting of the Company except in case of prior vacation of a director's
office according to the Articles.
32.4 If no directors are elected at the Annual Meeting, all the retiring
directors shall remain in office pending their replacement by a General
Meeting of the Company.
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32.5 Except with regard to a director whose tenure of office expires upon
the convening of a General Meeting or a person recommended by the Board
to serve as director, no motions for appointment of a candidate as a
director shall be made unless a notice in writing signed by a member of
the Company (other than the candidate himself) who is entitled to
participate in and vote at the meeting, stating the intent of the said
member to propose a candidate for election to the office of director,
together with a document in writing by the candidate expressing his
consent to be so elected, shall have been received at the office of the
Company within a period of not less than forty-eight (48) hours and not
more than forty-two (42) days before the appointed date of the General
Meeting.
32.6 The General Meeting may, by way of a resolution, remove a director
from office before the expiry of his tenure, and appoint another person
to serve as director of the Company in his place, and also appoint a
number of directors in the event of the number of directors having
decreased below the minimum established by the General Meeting.
32.7 The provisions of this Article 32 shall not apply to External
Directors, whose appointment and removal shall be pursuant to the
relevant provisions of the Law.
33. QUALIFICATION OF DIRECTORS
No person shall be disqualified to serve as a director by reason of his not
holding shares in the Company or by reason of his having served as director in
the past.
The provisions of this section 32 shall not apply to External Directors,
whose qualifications are as set forth in the relevant provisions of the Law.
34. VACATION OF DIRECTOR'S OFFICE
The office of a director shall be vacated:
34.1 Upon his death;
34.2 On the date at which he is declared a bankrupt;
34.3 On the date he is declared legally incapacitated;
34.4 On the date stipulated therefor in the resolution of his election or
the notice of his appointment, as the case may be;
34.5 On the date stipulated therefor in the resolution or notice of his
removal or on the date of the delivery of such notice to the Company,
whichever is later;
34.6 On the date stipulated therefor in a written notice of resignation
thereby delivered to the Company or upon its delivery to the Company,
whichever is later.
34.7 If he is convicted in a final judgment of an offence of a nature
which disqualifies a person from serving as a director, as set forth in
the Law.
34.8 If a court of competent jurisdiction decides to terminate his office,
in accordance with the provisions of the Law, in a decision or judgment
for which no stay of enforcement is granted.
35. REMUNERATION OF DIRECTORS
The directors shall be entitled to remuneration by the Company for their
services as directors. The remuneration may be established as a global sum or as
a fee for participation in meetings. In addition to such remuneration, every
director shall be entitled to a refund of reasonable expenses for travel, per
diem money, and other expenses related to the discharge of his duties as a
director.
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The provisions of this section 34 shall not apply to External Directors,
whose remuneration shall be in accordance with the relevant provisions of the
Law.
36. CONFLICT OF INTERESTS
36.1 Subject to the provisions of the Law, the Company may consider and
approve, by a resolution of the Board, each of the following
transactions, which are not detrimental to the best interests of the
Company:
36.1.1 a transaction to which the Company is a party to, and in which an
officer of the Company has an interest; or
36.1.2 a transaction between the Company and officer of the Company; or
36.1.3 such other transactions that require special approval pursuant to
the Law.
Notwithstanding the foregoing, in the event of an extraordinary transaction
("Iska Chariga" as defined in the Law) or the approval of the terms of service
or employment (including any waiver, insurance or indemnification) of an officer
of the Company, such transaction shall require such additional approval as
stipulated by the Law. Any officer shall not participate in the meeting of the
Board or audit committee (whichever applicable), where such resolution is
considered and shall not vote in such meeting, unless the majority of the
members of the Board or audit committee shall have an interest in the approval
of the transaction, in which case such transaction must also be approved by the
General Meeting.
37. ALTERNATE DIRECTOR
37.1 Subject to the approval of the Board, a director may, by delivering a
written notice to the Company, appoint an alternate for himself
(hereinafter referred to as "Alternate Director"), remove such Alternate
Director and appoint another Alternate Director in place of any
Alternate Director appointed by him whose office has been vacated for
any reason whatsoever. The appointment of the Alternate Director shall
be for an indefinite period and for all purposes, unless restricted to a
specific period, to a specific meeting or act of the Board, to a
specific matter or in any other manner, and same restriction was
specified in the appointment instrument or in a written note delivered
to the Company.
37.2 Any notice delivered to the Company pursuant to Article 37.1 shall
become effective on the date specified therefor therein or upon delivery
thereof to the Company or upon approval of the Board, whichever is
later.
37.3 An Alternate Director shall be vested with all rights and shall bear
all obligations of the director who appointed him, provided, however,
that he shall not be entitled to appoint an alternate for himself
(unless the instrument appointed him expressly provides otherwise), and
provided further that the Alternate Director shall have no standing at
any meeting of the Board or any committee thereof whereat the director
who appointed him is present.
37.4 The following may not be appointed nor serve as an Alternate
Director: (i) a person not qualified to be appointed as a director,
(ii) an actual director, or (iii) another Alternate Director.
37.5 The office of an Alternate Director shall be vacated under the
circumstances, mutatis mutandis, set forth in Article 34, and such
office shall further be ipso facto vacated if the director who appointed
such Alternate Director ceases to be a director.
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38. MEETING OF THE BOARD
38.1 Subject to Articles 40 and 41 below, the Board may meet, adjourn its
meeting and otherwise determine and regulate such meetings and their
proceedings as it deems fit.
38.2 Upon the vacation of the office of a director, the remaining
directors may continue to discharge their functions until the number of
remaining directors decreases below the minimum established in the
Articles. In the latter case the remaining directors may only act to
convene a General Meeting of the Company.
38.3 The directors may at any time appoint any person to serve as director
as replacement for a vacated office or in order to increase the number
of directors, subject to the condition that the number of directors
shall not exceed the maximum established in these Articles. Any so
appointed director shall remain in office until the next General
Meeting, at which he may be reelected.
39. CONVENING MEETINGS OF THE BOARD
39.1 The Chairman of the Board may, at any time, convene a meeting of the
Board, and shall be obliged to do so (i) at least once every three
months, (ii) upon receipt of a written demand from any one director, or
(iii) in accordance with section 1224)) or 169 of the Law. In the event
there is no such Chairman or a meeting of the Board was not convened to
a date which is no later then ten (10) days following delivery of such
written demand or receipt of the relevant notice or report, any of the
abovementioned directors may convene a meeting of the Board.
Convening a meeting of the Board shall be made by delivering a notice
thereof to all of the directors within a reasonable length of time prior
to the date thereof. Such notice shall specify the exact time and place
of the meeting so called and a reasonably detailed description of the
all of the issues on the agenda for such meeting.
39.2 A resolution adopted at a meeting of the Board, which had not
convened in accordance with the necessary requirements set forth in the
Law or these Articles may be invalidated in accordance with the
applicable provisions of the Law.
39.3 A director may waive his right to receive prior notice of any
meeting, in general or in respect of a specific meeting, and shall be
deemed to have waived such right with respect to any meeting at which he
was present.
40. QUORUM
A majority of the number of directors then in office shall constitute a
quorum at meetings of the Board, except if and as otherwise required in
accordance with the Law. No business shall be considered or determined at any
meeting of the Board unless the requisite quorum is present when the meeting
proceeds to consider or determine same business.
41. CHAIRMAN OF THE BOARD
The Board may from time to time elect one of its members to be the Chairman
of the Board, remove such Chairman from office and appoint another in his place.
However, the General Manager shall not serve as the Chairman of the Board, nor
shall the Chairman of the Board be vested with the powers designated to the
General Manager, except in accordance with section 121(3) of the Law. The
Chairman of the Board shall preside at every meeting of the Board, but if there
is no such Chairman, or if he is not present or he is unwilling to take the
chair at any meeting, the directors present shall
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elect one of their members to be chairman of such meeting. The Chairman of the
Board shall have no casting vote.
VI GENERAL MANAGER
42. GENERAL MANAGER
42.1 The Board shall appoint one or more persons, whether or not
directors, as General Manager(s) of the Company, either for a definite
period or without any limitation of time, and may confer powers,
authorities and rights and/or impose duties and obligations upon such
person or persons and determine his or their salaries as the Board may
deem fit and subject to the provisions of the Law.
VII MINUTES OF THE BOARD
43. MINUTES
43.1 The proceedings of each meeting of the Board and meeting of committee
of the Board shall be recorded in the minutes of the Company. Such
minutes shall set forth the names of the persons present at every such
meeting and all resolutions adopted thereat and shall be signed by the
chairman of the meeting.
43.2 All minutes approved and signed by the chairman of the meeting or the
Chairman of the Board, shall constitute prima facie evidence of its
contents.
VIII INTERNAL AUDITOR
44. INTERNAL AUDITOR
44.1 The Board shall appoint an internal auditor in accordance with the
provisions of the Law.
44.2 The Internal Auditor shall submit to the audit committee a proposal
for an annual or periodic work program for its approval. The Audit
Committee shall approve such proposal subject to the modifications which
it considers necessary.
44.3 The General Manager shall be in charge of and supervise the Internal
auditor's performance of its obligations.
IX DIVIDENDS AND PROFITS
45. DECLARATION OF DIVIDENDS
45.1 The Board may, from time to time, subject to the provisions of the
Law, declare a dividend at a rate as the Board may deem considering the
accrued profits of the Company as set forth in its financial statements,
and provided that the payment of such dividends will not reasonably
prevent the Company from meeting its current and expected liabilities.
45.2 Subject to any special or restricted rights conferred upon the
holders of shares as to dividends, all dividends shall be declared and
paid in accordance with the paid-up capital of the Company attributable
to the shares in respect of which the dividends are declared and paid.
The paid-up capital attributable to any share (whether issued at its
nominal value, at a premium or at a discount), shall be nominal value of
such share. Provided, however that if the entire consideration for same
share was not yet paid to the Company, the paid-up capital attribute
thereto shall be such proportion of the nominal value as the amount paid
to the Company with respect to the share bears to its full
consideration, and further provided the amounts which have been prepaid
on account of shares and the Company has agreed to pay interest thereon
shall not be deemed, for the purposes of this Article, to be
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payments on account of such shares. In the event no amount has been paid
with respect to any shares whatsoever, dividends may be declared and
paid according to the nominal value of the shares.
45.3 Notice of the declaration of dividends shall be delivered to all
those entitled to such dividends.
46. RIGHTS TO PARTICIPATE IN THE DISTRIBUTION OF DIVIDENDS
46.1 Subject to special rights with respect to the Company's profits to be
conferred upon any person pursuant to these Articles and the Law, all
the profits of the Company may be distributed among the members entitled
to participate in the distribution of dividends.
46.2 Notwithstanding for foregoing, a holder of shares shall not be
attributed with the right to participate in the distribution of
dividends which were declared for a period preceding the date of the
actual issuance.
47. INTEREST ON DIVIDENDS
The Company shall not be obligated to pay, and shall not pay interest on
declared dividends.
48. PAYMENT OF DIVIDENDS
Subject to Article 49, a declared dividend may be paid by wire transfer or a
check made to the order of the person entitled to receive such dividend (and if
there are two or more persons entitled to the dividend in respect of the same
share--to the order of any one of such persons) or to the order of such person
as the person entitled thereto may direct in writing. Same check shall be sent
to the address of the person entitled to the dividend, as notified to the
Company.
49. PAYMENT IN SPECIE
Upon the recommendation of the Board, dividends may be paid, wholly or
partly, by the distribution of specific assets of the Company and/or by the
distribution of shares and/or debentures of the Company and/or of any other
company, or in any combination of such manners.
50. SETTING-OFF DIVIDENDS
The Company's obligation to pay dividends or any other amount in respect of
shares, may be set-off by the Company against any indebtedness, however arising,
liquidated or non-liquidated, of the person entitled to receive the dividend.
The provisions contained in this Article shall not prejudice any other right
or remedy vested with the Company pursuant to the Articles or any applicable
law.
51. UNCLAIMED DIVIDENDS
51.1 Dividends unclaimed by the person entitled thereto within thirty
(30) days after the date stipulated for their payment, may be invested
or otherwise used by the company, as it deems fit, until claimed; but
the Company shall not be deemed a trustee in respect thereof.
51.2 Dividends unclaimed within the period of seven (7) years from the
date stipulated for their payment, shall be forfeited and shall revert
to the Company, unless otherwise directed by the Board
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52. RESERVES AND FUNDS
52.1 The Board may, before recommending the distribution of dividends,
determine to set aside out of the profits of the Company or out of an
assets revaluation fund and carry to reserve or reserves such sums as it
deems fit, and direct the designation, application and use of such sums.
The Board may further determine that any such sums which it deems
prudent not to distribute as dividends will not be set aside for
reserve, but shall remain as such at the disposal of the Company.
52.2 The Board may, from time to time, direct the revaluation of the
assets of the Company, in whole or in part, and the creation of an
assets revaluation fund out of the revaluation surplus, if any.
53. CAPITALIZATION OF PROFITS
53.1 The Board may capitalize all or any part of the sums or assets
allocated to the credit of any reserve fund or to the credit of the
profit and loss account or being otherwise distributable as dividends
(including sums or assets received as premiums on the issuance of shares
or debentures), and direct accordingly that such sums or assets be
released for distribution amongst the members who would have been
entitled thereto if distributed by way of dividends and in the same
proportion; provided that same sums or assets be not paid in cash or in
specie but be applied for the payment in full or in part of the unpaid
consideration of the issued shares held by such members and/or for the
payment in full of the consideration (as shall be stipulated in said
resolution) for shares or debentures of the Company to be issued to such
members subsequent to the date of said resolution, credited as fully
paid up.
53.2 In the event a resolution as aforesaid shall have been adopted, the
Board shall make all adjustments and applications of the moneys or
assets resolved to be capitalized thereby, and shall do all acts and
things required to give effect thereto. The Board may authorize any
person to enter into agreement with the Company on behalf of all members
entitled to participate in such distribution, providing for the issuance
to such members of any shares or debentures, credited as fully paid, to
which they may be entitled upon such capitalization or for the payment
on behalf of such members, by the application thereto of the
proportionate part of the money or assets resolved to be capitalized, of
the amounts or any part thereof remaining unpaid on their existing
shares, and any agreement made under such authority shall be effective
and binding upon all such members.
X ACCOUNTING BOOKS
54. ACCOUNTING BOOKS
54.1 The Board shall cause the Company to hold proper accounting books and
to prepare an annual balance sheet, a statement of Profit and Loss, and
such other financial statements as the Company may be required to
prepare under law.
The accounting books of the Company shall be held at the office or at
a place deemed fit by the Board, and they shall be open to inspection by
the directors.
54.2 The Board may determine at its sole discretion the terms on which any
of the accounts and books of the Company shall be open to inspection by
members, and no member (other than a director) shall be entitled to
inspect any account or ledger or document of the Company unless such
right is granted by law or by the Board.
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54.3 At least once a year, the Board shall submit to the Annual Meeting
financial statements for the period from the previous statement as
required by Law. The balance sheet shall be accompanied by an auditors'
report and a report by the Board on the position of the Company.
XI BRANCH REGISTERS
55. AUTHORITY TO KEEP BRANCH REGISTERS
The Company may keep branch registers in any reciprocal state.
56. PROVISIONS IN RESPECT OF KEEPING BRANCH REGISTERS
Subject to the provisions contained in the Law, the Board shall be
authorized to make such rules and procedures in connection with the keeping of
branch registers as it may, from time to time, think fit.
XII SIGNATURES
57. THE COMPANY'S SIGNATURE
57.1 A document shall be deemed signed by the Company upon the fulfillment
of the following:
57.1.1 It bears the name of the Company in print;
57.1.2 It bears the signature of one or more persons authorized therefor
by the Board; and
57.1.3 The act of the person authorized by the Board as aforesaid was
within its authority and without deviation therefrom.
57.2 The signatory rights on behalf of the Company shall be determined by
the Board.
57.3 An authorization by the Board as provided in Article 57.2 may be for
a specific matter, for a specific document or for a certain sort of
document or for all the Company's documents or for a definite period of
time or for an unlimited period of time, provided that any such
authority may be terminated by Board, at will.
57.4 The provisions of this Article shall apply both to the Company's
documents executed in Israel and the Company's documents executed
abroad.
XIII NOTICES
58. NOTICES IN WRITING
58.1 Notices pursuant to the Law, the Memorandum and the Articles shall be
made in the manner prescribed by the Board from time to time.
58.2 Unless otherwise prescribed by the Board, all notices shall be made
in writing and shall be sent by mail.
59. DELIVERY OF NOTICES
59.1 Each member and each director shall notify the Company in writing of
his address for the receipt of notices, documents and other
communications relating to the Company, it's business and affairs.
59.2 Any notice, document or other communication shall be deemed to have
been received at the time received by the addressee or at its address,
or if sent by registered mail to same address--within seven (7) days
from its dispatch, whichever is earlier.
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59.3 The address for the purposes of Article 59.2 shall be the address
furnished pursuant to Article 59.1, and the address of the Company for
the purposes of Article 59.2 shall be its registered address or
principal place of business.
XIV INDEMNITY AND INSURANCE
60. INDEMNITY OF OFFICERS
60.1 The Company may indemnify any officer for any of the following:
60.1.1 A monetary liability imposed upon an officer for the benefit of
another person by a judgment, including a judgment giving effect to
a compromise and an arbitration award approved by a court, with
respect to an act performed by same officer in his capacity as an
officer of the Company;
60.1.2 Reasonable litigation expenses, including attorney's fees,
incurred by an officer or imposed upon him by a court, in a
proceeding brought against him by the Company or on its behalf or
by another person, or in a criminal proceeding in which he was
acquitted, or in a criminal proceeding in which he was convicted of
a crime that does not require proof of criminal intent, and all
with respect to an act thereby performed in his capacity as an
officer of the Company.
60.2 The Company may:
60.2.1 Undertake in advance to indemnify an officer, provided that the
undertaking be limited to categories of events which in the Board's
opinion can be foreseen when the undertaking to indemnify is given,
and to an amount established by the Board as reasonable under the
circumstances; or
60.2.2 Indemnify the officer retroactively.
61. INSURANCE OF OFFICER
The Company may enter into an agreement for the insurance of the liability
of an officer, in whole or in part, with respect to any liability which may
imposed upon such officer as a result of an act performed by same officer in his
capacity as an officer of the Company, for any of the following:
61.1 A breach of a cautionary duty toward the Company or toward another
person;
61.2 A breach of a fiduciary duty toward the Company, provided the
officer acted in good faith and has had reasonable ground to assume
that the act would not be detrimental to the Company;
61.3 A monetary liability imposed upon an officer toward another;
XV WINDING UP
62. DISTRIBUTION OF ASSETS
If the Company be wound up, then, subject to provisions of any applicable
law and to any special or restricted rights attached to a share, the assets of
the Company in excess of its liabilities shall be distributed among the members
in proportion to the paid-up capital of the Company attributable to the shares
in respect of which such distribution is being made. The paid-up capital
attributable to any share (whether issued at its nominal value, at a premium or
at a discount), shall be a nominal value of such share, provided, however, that
if the entire consideration for same share was not yet paid to the Company, the
paid-up capital attributable thereto shall be such proportion of the nominal
value as the amount paid to the Company with respect to the share bears to its
full consideration.
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APPENDIX B.6.
2000 STOCK OPTION PLAN
The Company's 2000 Stock Option Plan provides that it is to be administered
by the Board or by a committee appointed by the Board. The Board has broad
discretion to determine the persons entitled to receive options under the 2000
Stock Option Plan, the terms and conditions on which options are granted, and
the number of Ordinary Shares subject thereto, up to an aggregate amount of
1,000,000 Ordinary Shares (as may be adjusted from time to time as provided by
the 2000 Stock Option Plan). The Board also has discretion to determine the
purchase price to be paid upon the exercise of an option granted under the 2000
Stock Option Plan.
The exercise price of the option shares under the 2000 Stock Option Plan is
determined by the Board; provided, however, that the exercise price of any
option granted shall not be less than eighty percent (80%) of the Stock Value
(as defined below) at the time of the issuance of such options (the "Date of
Grant"). The "Stock Value" at any time is equal to the then current Fair Market
Value (as defined below) of the Company's Ordinary Shares. For purposes of the
2000 Stock Option Plan, the "Fair Market Value" means, as of any date, the last
reported sale price, on such date, of the Ordinary Shares on such principal
securities exchange of the most recent prior date on which a sale of the
Ordinary Shares took place.
The Board determines the term of each option granted under the 2000 Stock
Option Plan; provided, however, that the term of an option shall not be for more
than ten (10) years. Upon termination of employment, all unvested options lapse.
All options granted vest over a three to four-year period at the discretion of
the Board. One-third of such options vest after the first or second anniversary
of the Date of Grant, one-third after the second or third anniversary, and the
final third after the third or fourth anniversary of the Date of Grant.
Notwithstanding the foregoing, the Board may determine different vesting
scheduled for consultant options in special circumstances.
The options granted are subject to restrictions on transfer, sale, or
hypothecation.
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NUR MACROPRINTERS LTD.
(PREVIOUSLY, NUR ADVANCED TECHNOLOGIES LTD.)
2000 STOCK OPTION PLAN
1. ESTABLISHMENT, PURPOSE, AND DEFINITIONS
(a) This, the 2000 Stock Option Plan (the "Plan") of NUR Macroprinters Ltd.
(the "Company"), has been adopted and approved by the Board of Directors
of the Company (the "Board") on August 9, 2000.
(b) The purpose of the Plan is to provide a means whereby eligible
individuals (as defined in paragraph 4, below) may acquire Ordinary
Shares of the Company par value NIS 1.0 each (the "Shares") pursuant to
the exercise of options granted under the Plan (the "Options"). Options
may be granted on the basis of past or future services by employees of
the Company or of Affiliates ("Service Options"), or on the basis of past
or future services by non-employees of the Company or of Affiliates
("Non-Employee Options").
(c) The term "Affiliates" as used in the Plan means any subsidiary
corporation of the Company and any subsidiary which becomes such after
adoption of the Plan.
2. ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Board or by a committee elected by
the Board (the "Committee"), under such terms and conditions as the Board
shall determine. Members of the Committee shall serve at the pleasure of
the Board. At least one member of the Committee shall be an independent
director, such that such person would be qualified to serve on the
Committee under the provisions of Section 2(b)(ii) below. The Committee
shall select one of its members as chairman, and the provisions of the
Articles of Association of the Company as to committees of the Board
shall apply to the meetings of the Committee, including the provisions
relating to the convening of meetings, the adoption of resolutions, and
the adoption of resolutions in writing. Until such time as the Board
shall delegate the administration of the Plan to the Committee or if the
Board chooses not to delegate the administration of the Plan to the
Committee, each reference in this Plan to "the Committee" shall be
construed to refer to the Board.
(b) In the event that the Company becomes subject to the requirements of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended ("Rule 16b-3"), then, notwithstanding the provisions of
Section 2(a) above, (i) the Committee shall consist of two or more
members of the board or such lesser number of members of the Board as
permitted by Rule 16b-3, and (ii) none of the members of the Committee
shall receive, while serving on the committee, or during the one-year
period preceding appointment to the Committee, a grant or award of equity
securities under (y) the plan, or (z) any other plan of the Company or
its Affiliates under which the participants are entitled to acquire
Shares (including restricted Shares), stock, options, stock bonuses,
related rights, or stock appreciation rights of the company or any of its
Affiliates, other than pursuant to transactions in any such other plan
which do not disqualify a director form being a disinterested person
under Rule 16b-3. The limitations set forth in this Section 2(b) shall
automatically incorporate any additional requirements that may in the
future be necessary for the Plan to comply with Rule 16b-3.
(c) None of the members of the Committee shall receive, while serving on the
Committee, or during the one-year period preceding appointment to the
Committee, a grant or award of Options or Shares under the Plan.
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(d) The Committee shall determine, from time to time, which eligible
individuals (as detailed in paragraph 4, below) shall be granted Options
under the Plan, the timing of such grants, the terms thereof (including
any restrictions on the Shares), and the number of Shares subject to such
Options.
(e) The Committee shall entitle each Israeli Employees (as defined below),
who is an eligible individuals (as detailed in paragraph 4, below),
within ten (10) days from the date of its decision to grant the option to
him, but prior to the execution of the Share Option Agreement, to elect,
by signing a statement in the form of Appendix A (the "Election Notice"),
to have the Options granted to him to be subject to either of (i) a plan
pursuant to Section 102 of the Income Tax Ordinance (New Version) (the
"Income Tax Ordinance") or (ii) a plan pursuant to Section 3(i) of the
Income Tax Ordinance.
(f) Subject to paragraph 9(b) below, the Committee may amend the terms of
any outstanding Option granted under this Plan, provided however that the
Exercise Price (as defined in paragraph 5 below) of an outstanding Option
may not be amended, and further provided that any amendment which would
adversely affect the optionee's rights under an outstanding Option shall
not be made without the optionee's written consent. The Committee may,
with the optionee's written consent, cancel any outstanding Options or
accept any outstanding Option in exchange for a new Option.
(g) Subject to paragraph 9(b) below, the Committee shall have the sole
authority, in its absolute discretion, to adopt, amend, and rescind such
rules and regulations as, in its opinion, may be advisable in the
administration of the Plan; to construe and interpret the Plan, the rules
and regulations, and the instruments evidencing Options granted under the
Plan; and to make all other determinations deemed necessary or advisable
for the administration of the Plan. All decisions, determinations, and
interpretations of the Committee shall be binding on all participants.
3. SHARES SUBJECT TO THE PLAN
(a) The aggregate number of Shares available through the grant of Options
under the Plan (the "Option Shares") shall be 1,000,000. The Option
Shares shall be available through Service Options and/or Non-Employee
Options.
If an Option is surrendered (except surrender for the exercise into
Shares) or for any other reason ceases to be exercisable in whole or in
part, the Shares which were subject to such Option but as to which the
Option had not been exercised shall continue to be available under the
Plan.
(b) If there is any change in the Shares subject to the Plan, or the Shares
subject to any Option granted under the Plan, through merger,
consolidation, reorganization, recapitalization, reincorporation share
split, distribution of bonus shares, a rights offering, or other change
in the corporate structure of the Company, appropriate adjustments shall
be made by the Committee in order to preserve but not to increase the
benefits to the individual, including adjustments to the aggregate number
and kind of Shares subject to the Plan, and the number and kind of Shares
and the Exercise Price, as defined in paragraph 5 below.
4. ELIGIBLE INDIVIDUALS
(a) Individuals who shall be eligible to have granted to them, or on their
behalf, subject to Paragraph 2(c) above, (i) the Service Options provided
for by the Plan shall be such employees (including members of the Board
who are employees) of the Company or an
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Affiliate, and (ii) the Non-Employee Options provided for by the Plan
shall be such consultants to the Company or an Affiliate and members of
the Board (the "Non-Employees"), as the Committee, in its discretion,
shall designate from time to time. All grants of Options to Office
Holders ("NOSEI MISRA")--as such term is defined in the Companies law
5759-1999 (the "Companies law")--of any Israeli Company shall be
authorized and implemented only in accordance with the provisions of the
Companies Law, as in effect from time to time.
(b) Employees of the Company or an Affiliate who are subject to payment in
Israel of tax on their income from the Company or an Affiliate (other
than withholding tax), as the Committee, in its discretion, shall
determine, shall be defined for the purpose of the Plan as "Israeli
Employees". All other Employees of the Company or an Affiliate shall be
defined for the purpose of the Plan as "Non-Israeli Employees". Israeli
Employees who are shareholders of the Company or an Affiliate, or are
otherwise not entitled to the benefits granted pursuant to section 102 of
the Income Tax Ordinance (New Version), shall be defined for the purpose
of the Plan as "Controlling Employees".
5. THE OPTION PRICE
The exercise price of the Shares covered by each Option (the "Exercise
Price") shall be as determined by the Committee; provided, however, that the
Exercise Price of any Option granted, shall not be less than eighty percent
(80%) of the Stock Value at the time of issuance of such Options. The "Stock
Value" at any time shall be equal to the then current Fair Market Value of the
Shares. For purposes hereof, the "Fair Market Value" shall mean, as of any date,
the last reported sale price, on such date, of the Shares in respect of which
options granted under the Plan may then be exercised on the NASDAQ National
Market System (or, in the event that the National Market System is not the
principal securities exchange on which the Shares are then traded, on such other
principal securities exchange), or, in the event that no sales of the Shares
took place on such date, the last reported sale price of the Shares on such
principal securities exchange on the most recent prior date on which a sale of
the Shares took place; provided, however, that if the Shares are not publicly
traded on the date on which the Fair Market Value is to be determined, then the
"Fair Market Value" shall mean the per share Fair Market Value of the Company as
determined by the Board of Directors. If the Committee is unable to agree on the
Fair Market Value, then the Fair Market Value shall be determined by an
independent valuation expert satisfactory to the Committee. The Fair Market
Value as determined by such independent valuation expert shall be conclusive.
The Exercise Price of an Option shall be subject to adjustment to the extent
provided in paragraph 3(b) above.
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6. GRANT OF OPTIONS: DIVIDENDS AND VOTING RIGHTS
(a) The effective date of the grant of an Option (the "Date of Grant") shall
be the date specified by the Committee in its determination relating to
the award of such Option. The Committee shall promptly give the employee
written notice (the "Notice of Grant") of the grant of an Option and a
written share Option agreement (the "Share Option Agreement") shall
promptly be executed and delivered by and on behalf of the Company and
the employee (with respect to Israeli Employees) (The Share Option
Agreement shall be exercised immediately following the receipt of the
Election Notice). The terms of such Share Option Agreement shall be
determined by the Committee, subject to the terms of the Plan.
(b) Subject to the vesting provisions of paragraph 7(c), each Option may be
exercised, in whole or in part, at any time during the period (the
"Option Period") set forth in the Share Option Agreement. Options not
exercised during the Option Period shall terminate upon the expiration
thereof.
(c) To the extent that any dividend is payable on the Shares under
applicable law, or the Articles of Association of the Company, all Shares
issued upon the exercise of Options (whether or not held in the Trust (as
hereinafter defined)) shall entitle the Beneficial Employee thereof to
receive dividends with respect thereto. For so long as such Shares are
held in the Trust (as hereinafter defined), any and all dividends
received by the Trustee (as hereinafter defined) on such Shares shall be
paid by the Trustee to the Beneficial Employee thereof, subject to any
required withholding of tax in respect thereof.
(d) Promptly following each Notice of Grant, the Company and the employee
shall sign the Share Option Agreement, and the grant shall become
effective only when the Share Option Agreement has been so signed. Each
of the Company and the employee shall receive and retain a copy of the
Share Option Agreement. The Share Option Agreement shall contain such
terms and provisions, not inconsistent with the Plan, as may be
determined by the Committee.
(e) Except as provided in the immediately following sentence, in order to
exercise an Option, the employee shall complete and execute a Notice of
Exercise (in such form as may be prescribed by the Committee from time to
time) and shall deliver the same to the Company together with the
purchase price of the Shares pursuant to paragraph 11 hereof. In the case
of any Beneficial Employee whose Options are held by the Trustee (as
hereinafter defined), such Beneficial Employee shall instruct the Trustee
to countersign such Notice of Exercise (the same having been signed by
such Beneficial Employee) and to deliver the same to the Company.
(f) OPTION SUBJECT TO SECTION 102: Anything herein to the contrary
notwithstanding, the Date of Grant of Options to Israeli Employees, who
are not Controlling Employees, and elected to have their Options issued
under a plan pursuant to Section 102 to the Income Tax Ordinance (the
"102 Plan"), shall not be earlier than the date at which the Trustee (as
hereinafter defined) was approved by the Israeli Commissioner of Income
Tax.
All Options granted under the 102 Plan to Israeli Employees shall be
granted (and a copy of the Share Option Agreement shall be given) to a
trustee designated by the Board (the "Trustee") and approved by the
Israeli Commissioner of Income Tax and the Trustee shall hold each such
Option and the Shares issued upon exercise thereof in trust (the "Trust")
for the benefit of the employee in respect of whom such Option was
granted (the "Beneficial Employee"). By agreement with the Trustee, the
Company shall cause the Trustee (subject to the vesting provisions of
paragraph 7(c) hereof) to exercise such Options by countersigning and
delivering to the Company a notice of exercise (the "Notice of
Exercise"), upon receipt of
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written instructions from the Beneficial Employee thereof, provided the
Beneficial Employee has made appropriate arrangements for the payment of
the exercise price of the Shares issuable upon such exercise.
Anything herein to the contrary notwithstanding, no Options or Shares
granted to the Trustee pursuant to this sub-section (f) above shall be
released from the Trust until the later of (a) two (2) years after the
Date of Grant, or (b) the vesting of such Options pursuant to
paragraph 7(c) hereof (such later date being hereinafter referred to as
the "Release Date"). Subject to the terms hereof, at any time after the
Release Date with respect to any Options or Shares, the following shall
apply:
(i) Options granted, and/or Shares issued, to the Trustee shall continue to
be held by the Trustee, on behalf of the Beneficial Employee. From and
after the Release Date, upon the written request of any Beneficial
Employee, the Trustee shall release from the Trust the Options granted,
and/or the Shares issued, on behalf of such Beneficial Employee, by
executing and delivering to the Company such instrument(s) as the
Company may require, giving due notice of such release to such
Beneficial Employee, provided, however, that the Trustee shall not so
release any such Options and/or Shares to such Beneficial Employee
unless the latter, prior to, or concurrently with, such release,
provides the Trustee with evidence, satisfactory in form and substance
to the Trustee, that all taxes, if any, required to be paid upon such
release have, in fact, been paid.
(ii) Alternatively, from and after the Release Date, upon the written
instructions of the Beneficial Employee to sell any Shares issued upon
exercise of Options, the Trustee shall take such steps as may be
required to effect such sale and shall transfer such Shares to the
purchaser concurrently with the receipt, or after having made suitable
arrangements to secure the payment of the proceeds of the purchase
price in such transaction. The Trustee shall withhold from such
proceeds any and all taxes required to be paid in respect of such sale,
shall remit the amount so withheld to the appropriate tax authorities
and shall pay the balance thereof directly to the Beneficial Employee,
reporting to such Beneficial Employee and to the Company the amount so
withheld and paid to said tax authorities.
(g) OPTION SUBJECT TO SECTION 3(I): All Options granted under the Plan to
Israeli employees, who elected to have their Options issued under a Plan
pursuant to Section 3(i) to the Income Tax Ordinance (the "3(i) Plan")
shall be granted (and a copy of the Share Option Agreement shall be
given) by the Company to a trustee designated by the Board (who may be
the Trustee), the Trustee shall hold each such Option in trust (the
"Trust") for the Beneficial Employee, and no Options shall be released
from the Trust until the vesting of such Option pursuant to Section 7(c)
hereof (the "Release Date"). From and after the Release Date, upon the
written request of any Beneficial Employee, the Trustee shall release
from the Trust the Options granted and exercise them on behalf of such
Beneficial Employee, by executing and delivering to the Company such
instrument(s) as the Company may require, giving due notice of such
release to such Beneficial Employee, provided, however, that the Trustee
shall not so release and exercise any such Options on behalf of the
Beneficial Employee unless the latter, prior to, or concurrently with,
such release and exercise, provides the Trustee with evidence,
satisfactory in form and substance to the Trustee, that all taxes and/or
compulsory payments, if any, required to be paid upon such release and
exercise have, in fact, been paid.
7. TERMS AND CONDITIONS OF OPTIONS
(a) The Committee shall determine the term of each Option granted under the
Plan; PROVIDED, HOWEVER, that the term of an Option shall not be for more
than ten (10) years.
6
<PAGE>
(Two) Upon termination of employment (regardless of whether or not
termination is by the employee or employer, due to death or
disability), all unvested Options shall lapse, and within three (3)
months from such termination all vested but not-exercised Options
shall lapse
(Three) Upon termination of employment by employer for cause (as defined
hereunder), all unvested and vested but not exercised Options shall
lapse immediately.
Cause shall mean, henceforth and hereinafter, with respect to both
Employees and Service Providers (i) conviction of any felony involving moral
turpitude or affecting the Company; (ii) embezzlement of funds of the
Company or its subsidiaries or its affiliates; (iii) any breach of the
Optionees fiduciary duties or duties of care of the Company or serious
breach of trust, including without limitation disclosure of confidential
information of the Company or its subsidiaries; (iv) engaging in business
competitive with the business of the Company; and (v) any conduct (other
than conduct in good faith) reasonably determined by the Board of Directors
to be materially detrimental to the Company or its subsidiaries.
(c) All Service Options granted shall vest over a three or four year period.
One-third of such Options will vest after the first or second anniversary
of the Date of Grant, the second third will vest after the second or
third anniversary of the Date of Grant, and the remaining Options will
vest after the third or fourth anniversary of the Date of Grant.
Notwithstanding the foregoing and subject to paragraph 2(f) above, the
Committee may determine different vesting schedules for Service Options.
Non-Employee Options shall vest at the discretion of the Committee.
(d) The Share Option Agreement may contain such other terms, provisions, and
conditions as may be determined by the Committee (not inconsistent with
the Plan).
8. USE OF PROCEEDS
Cash proceeds realized from the exercise Options granted under the Plan
shall constitute general funds of the Company.
9. AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN
(a) The Board may at any time amend, extend, suspend, or terminate the Plan
as it deems advisable; provided that such amendment, extension,
suspension, or termination complies with all applicable legal
requirements.
(b) Notwithstanding anything herein to the contrary, the Board shall in no
event amend the Plan in the following respects without the consent of
shareholders then sufficient to approve the Plan in the first instance:
(i) To increase the maximum number Shares subject to Options issued
under the Plan; or
(ii) To change the designation or class of persons eligible to receive
Options under the Plan.
(c) No Option may be granted under the Plan during any suspension of, or
after the termination of, the Plan, and no amendment, suspension, or
termination of the Plan, shall without the affected individual's consent,
alter or impair any rights or obligations under any Option previously
granted under the Plan. The Plan shall terminate with respect to the
grant of Options on August 31, 2008 unless previously terminated or
extended by the Board pursuant to this paragraph 9.
7
<PAGE>
10. ASSIGNABILITY
Each Option granted pursuant to this Plan shall, during the Optionee's
lifetime, be exercisable only by him or her or by his or her legal guardian, and
neither the Option nor any right hereunder shall be transferable by Optionee by
operation of law or otherwise other than by will or the laws of descent and
distribution.
11. PAYMENT UPON EXERCISE OF OPTIONS
Payment of the Exercise Price upon exercise of any Option granted under this
Plan shall be made in cash in such currency as the Committee shall specify in
the applicable Share Option Agreement; provided, however, that, subject to
applicable Israeli laws (including, without limitation, currency control laws),
the Committee, in its sole discretion, may permit an Optionee to pay the
Exercise Price in whole or in part (i) by delivery on a form prescribed by the
Committee of an irrevocable direction to a securities broker approved by the
Committee to sell Shares and deliver all or a portion of the proceeds to the
Company in payment for the Shares; (ii) by delivery of the Optionee's promissory
note with such recourse, interest, security, and redemption provisions as the
Committee in its discretion determines appropriate; (iii) in any combination of
the foregoing.
12. RESTRICTIONS ON TRANSFER OF SHARES
The Shares acquired pursuant to the Plan shall be subject to such
restrictions and agreements regarding sale, assignment, encumbrances, or other
transfer as are in effect among the Shareholders of the Company at the time such
Share is acquired, as well as to such other restrictions as the Committee shall
deem advisable.
13. MISCELLANEOUS
(a) TAX MATTERS--All tax consequences under any applicable law which may
arise from the grant of an Option, from the exercise thereof, from the
sale of Share by the employee or from any other act of the Company or
such employee in connection with any of the foregoing shall be borne
solely by such employee, and such employee shall indemnify the Company
and each subsidiary of the Company, and hold them harmless, against and
from any liability for any such tax or any penalty, interest or
indexation thereon or thereof.
(b) CURRENCY CONTROL PROVISIONS--For so long as, and to the extent that, the
Israel Currency Control Law, 1978 (the "Control Law") shall so require,
the following provisions shall apply:
(i) Certificates, if any, representing Shares issued hereunder shall be
delivered to a bank in Israel which is an authorized dealer in
foreign currency (within the meaning of the Control Law)
("Authorized Dealer") to hold the same for the benefit of the
employee pursuant to the terms of the Plan and any applicable Share
Option Agreement, and in conformity with the applicable requirements
of the Controller of Foreign Currency in the Bank of Israel;
(ii) All payments of the purchase price shall be effected by the
employees through an Authorized Dealer; and
(iii) The proceeds of any sale by the employee (or by the Trustee at the
discretion and on behalf of any employee) of Shares which is
effected in foreign currency shall be remitted to Israel, and
deposited with an Authorized Dealer, immediately upon receipt
thereof, and in all events not later than sixty (60) days after the
date on which the certificate, if any, representing such Shares is
received by the Trustee (on behalf of such employee) for purposes
of sale.
(c) GOVERNING LAW--The Plan and all instruments issued thereunder, or in
connection therewith, shall be governed by, and interpreted in accordance
with, the laws of the State of Israel.
8
<PAGE>
PROXY
NUR MACROPRINTERS LTD.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 20, 2000
The undersigned, a shareholder of NUR Macroprinters Ltd., an Israeli corporation
(the "COMPANY"), does hereby appoint Erez Shachar and Hilel Kremer, each with
the full power of substitution, and hereby authorizes them, or either one of
them, to represent and to vote, as designed below, all Ordinary Shares, NIS 1.0
nominal value per share (the "ORDINARY SHARES"), of the Company held of record
by the undersigned at the close of business on October 12, 2000 at the General
Meeting of Shareholders of the Company to be held at the new offices of the
Company at Abba Hilel Silver, Lod (north) industrial zone, Israel, on November
20, 2000, at 12:00 noon, local time, and any adjournments or postponements
thereof.
<PAGE>
FOR AGAINST ABSTAIN
1. PROPOSAL 1 - Receive and consider the report of / / / / / /
the Company's auditor's and Board of Directors and
the Consolidated Financial Statements of the Company
for the fiscal year ended December 31, 1999.
2. PROPOSAL 2 - Reappointment of Kost Forer & / / / / / /
Gabbay as the independent public accountants of the
Company.
3. PROPOSAL 3 - Amend and restate the Articles of / / / / / /
Association of the Company, in accordance with the
provisions of the new Israeli Companies Law,
5759-1999 as set forth in the enclosed proxy statement.
4. PROPOSAL 4 - Election of Directors - FOR ALL / / WITHHOLD / /
Nominees are Dan Purjes, Erez Shachar, NOMINEES AUTHORITY
Robert F. Hussey and Hugo Chaufan. to vote for
all nominees
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
5. PROPOSAL 5 - Election of External FOR ALL / / WITHHOLD / /
Directors - Nominees are Orit Leitman and NOMINEES AUTHORITY
Gideon Shenholz. to vote for
all nominees
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
(Continued, and to be marked, dated and signed, on the other side)
<PAGE>
FOR AGAINST ABSTAIN
6. PROPOSAL 6 - Adoption of the Company's 2000 Stock / / / / / /
Option Plan authorizing the grant of options to purchase
up to 1,000,000 Ordinary Shares (as may be adjusted from
time to time as provided by the 2000 Stock Option Plan).
7. PROPOSAL 7 - Approval of certain compensation paid / / / / / /
and to be paid to a certain officer and a member of the
Board, including salary, bonus and options to the
President and Chief Executive Officer, options to a
certain director and compensation to be paid to the
non-employee members of the Board.
8. PROPOSAL 8 - Approve the renewal of the Company's / / / / / /
Directors and Officers Liability Insurance as of
March 25, 2000.
9. PROPOSAL 9 - Approve and authorize indemnification / / / / / /
agreements under which the Company undertakes to
indemnify its Directors to the fullest extent
permitted under the Companies Law
In their discretion, the Proxies are authorized to vote upon such matters as
may properly come before the Annual Meeting and any adjournment or postponement
thereof
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" ALL PROPOSALS.
NAME: SIGNATURE(S) DATED
-------------------- -------------------- ----------, 2000
[please print]
NOTE: Your signature should appear the same as your name
appears hereon. In signing as attorney, administrator,
executor, trustee or guardian, please indicate the
capacity in which signing. If two or more persons are
joint owners of a share, this instrument must be executed
by the person who is registered first in the Company's
Register of Members. When a proxy is given by a
corporation, it should be signed by an authorized officer
using the corporation's full name and the corporate seal
affixed. When a proxy is given by a partnership, it
should be signed by an authorized person using the
partnership's full name. PLEASE MARK, DATE, SIGN AND
RETURN THE PROXY PROMPTLY USING THE SELF-ADDRESSED
ENVELOPE ENCLOSED.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NUR MACROPRINTERS LTD.
Date: October 23, 2000 By: /s/ Erez Shachar
---------------------------
Name: Erez Shachar
Title: Chief Executive Officer
