Israel
(State or other jurisdiction
of incorporation or organization)
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Not Applicable
(IRS Employer Identification No.)
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Large accelerated filer ☐ | Accelerated Filer ý |
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Non-accelerated filer ☐
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Smaller reporting company ☐ |
Richard H. Gilden
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Tel: 212-715-9486
Fax: 212-715-8085
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Maya Mali, Adv.
Shibolet & Co.
Museum Tower, 4 Berkowitz Street,
Tel-Aviv 64238, Israel
Tel: + 972-3-777-8333
Fax: + 972-3-777-8444
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Title of Securities to
be Registered
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Amount to be
registered (1)
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Proposed Maximum Offering
Price per Share
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Proposed Maximum Aggregate
Offering Price
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Amount of
Registration fee(4)
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|||||||||
Ordinary Shares, nominal (par) value NIS
0.01 per share (“Ordinary Shares”)
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1,500,000 shares(2)
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$
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7.39
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(3)
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$
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11,085,000
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(3)
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$
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1,343.50
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(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares that may become issuable under the 2018 Plan, by reason of any share dividend, share split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of Ordinary Shares of the Registrant.
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(2) |
Representing 1,500,000 Ordinary Shares issuable under the Camtek Ltd. 2018 Share Incentive Plan, including its sub-plans (the “2018 Plan”).
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(3) |
Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low sale prices per share of the Ordinary Shares of the Registrant as reported by the NASDAQ Global Market on October 15, 2018, which is within five (5) business days prior to the date of this Registration Statement.
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(1) |
Obtain insurance for its office holders covering liability for any act performed in their respective capacities as an office holder with respect to:
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· |
A breach of fiduciary duty, provided that the office holder acted in good faith and had reasonable grounds to assume that the act would not cause the Registrant harm; and
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(2) |
Undertake to indemnify its officer holders, or indemnify an office holder retroactively for a liability imposed or approved by a court and for reasonable legal fees incurred by the office holder in his or her capacity as an office holder, in proceedings instituted against the office holder by the Registrant, on its behalf or by a third party, in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for a crime that does not require proof of criminal intent. An advance undertaking to indemnify an office holder must be limited to categories of events that can be reasonably foreseen, and to an amount which is reasonable under the circumstances, as determined by the board of directors.
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Exhibit Number
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Description
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4.1
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Memorandum of Association of Registrant (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form F-1, File No. 333-12292, filed with the Securities and Exchange Commission on July 21, 2000).
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4.2
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Articles of Registrant, as amended October 24, 2011 (incorporated herein by reference to Exhibit A to the Registrant's Registration Statement on Form 6-K, File No. 000-30664, filed with the Securities and Exchange Commission on September 27, 2011), \ November 3, 2016 (incorporated herein by reference to Exhibit B to the Registrant's Registration Statement on Form 6-K, File No. 000-30664, filed with the Securities and Exchange Commission on September 29, 2016) and June 7, 2018 (incorporated herein by reference to Exhibit C to the Registrant's Registration Statement on Form 6-K/A, File No. 000-30664, filed with the Securities and Exchange Commission on May 24, 2018).
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4.3
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Camtek Ltd. 2018 Share Incentive Plan
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5.1
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Opinion of Shibolet & Co.
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23.1
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Consent of Somekh Chaikin, Independent Registered Public Accounting Firm, a member firm of KPMG International.
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23.2
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Consent of Shibolet & Co. (included in Exhibit 5.1).
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24.1
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Power of Attorney (included in the signature page to this Registration Statement).
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii) |
to reflect in the prospectus of any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
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(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment of any of the securities being registered which remain unsold at the termination of the offering.
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(4) |
If the registration is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by §210.3-19 of this chapter at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3 (§239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or § 210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
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(b) |
The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(h) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the Registrant in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.]
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CAMTEK LTD.
By: /s/ Moty Ben-Arie
Moty Ben-Arie Chairman of the Board of Directors
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Signature
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Title
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Date
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/s/ Rafi Amit
Rafi Amit
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Chief Executive Officer and Director (Principal Executive Officer)
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October 22, 2018
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/s/ Moshe Eisenberg
Moshe Eisenberg
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Chief Financial Officer (Principal Account Officer)
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October 22, 2018
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/s/ Moty Ben-Arie
Moty Ben-Arie
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Chairman of the Board of Directors
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October 22, 2018
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/s/ Yotam Stern
Yotam Stern
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Director
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October 22, 2018
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/s/ Yael Andorn
Yael Andorn
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Director
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October 22, 2018
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/s/ Yosi Shacham-Diamand
Yosi Shacham-Diamand
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Director
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October 22, 2018
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/s/ Eran Bendoly
Eran Bendoly
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Director
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October 22, 2018
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/s/ Chezy Ofir
Chezy Ofir
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Director
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October 22, 2018
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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Camtek USA, Inc.
2000 Wyatt Dr.
Santa Clara, CA 95054
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/s/ Rafi Amit
Rafi Amit
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Chief Executive Officer and Director
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October 22, 2018
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Exhibit Number
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Description
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