UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 22, 2005
Lapis Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-100979 27-0016420
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
19 W. 34th Street, Suite 1008, New York, NY 10001
(Address of principal executive offices) (zip code)
(212) 937-3580
(Registrant's telephone number, including area code)
Copies to:
Marc J. Ross, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On February 22, 2005, Lapis Technologies, Inc. (the "Company") agreed to
issue 1 million shares of the Company's common stock to Zvika Avni as
consideration for the transfer of 18% of the outstanding shares of Enertec
Systems Ltd. to Enertec Management Limited. Completion of the transaction was
subject to receipt of a tax exemption (of a taxable event) by the Israeli Income
Tax Authority, which exemption was received in July 2005.
The Company owns 100% of the issued and outstanding capital stock of
Enertec Electronics Limited, which owns 100% of the issued and outstanding
capital stock of Enertec Management Limited. After completion of the above
transaction, Enertec Management owns 73% of the outstanding capital stock of
Enertec Systems Ltd. The remaining 27% of the outstanding capital stock of
Enertec Systems Ltd. is owned by Harry Mund, Chairman of the Board, Chief
Executive Officer, President and Secretary of the Company. Zvika Avni is Chief
Operating Officer of Enertec Systems Ltd. The Company's management believes the
terms of the transaction are at least as favorable as could be obtained from an
unrelated third party. Issuance of the shares of common stock to Zvika Avni was
made pursuant to the exemption from registration requirements under Regulation
S.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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10.1 Letter dated February 22, 2005 confirming the terms of share
purchase
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Lapis Technologies, Inc.
Dated: August 23, 2005 By: /s/ Harry Mund
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Name: Harry Mund
Title: Chief Executive Officer
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