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Share Name | Share Symbol | Market | Type |
---|---|---|---|
On Track Innovations Ltd | NASDAQ:OTIV | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.17 | 0.1701 | 0.18 | 0 | 01:00:00 |
Israel
(State or Other Jurisdiction of
Incorporation or Organization)
|
N/A
(I.R.S. Employer Identification No.)
|
With copies to:
|
|
Edwin L. Miller Jr., Esq.
|
Shmuel Zysman, Adv.
|
Zysman, Aharoni, Gayer and Sullivan &
Worcester LLP
|
Zysman, Aharoni, Gayer & Co.
Law Offices
|
One Post Office Sq.
|
41-45 Rothschild Bl., "Beit-Zion"
|
Boston, Massachusetts 02109
|
Tel Aviv 65748, Israel
|
(617) 338-2800
|
(011) 972-3-795-5555
|
Title of Each Class of Securities to be Registered
|
Amount to be
Registered
(1)
|
Proposed Maximum
Offering Price Per Share
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration Fee
|
Ordinary shares, par value NIS 0.1 per share
|
634,000
|
$1.09
(2)
|
$691,060
|
$80
|
Ordinary shares, par value NIS 0.1 per share
|
66,000
|
$1.42 (3)
|
$93,720
|
$11
|
Ordinary shares, par value NIS 0.1 per share
|
300,000
|
$1.52 (3)
|
$456,000
|
$53
|
Total registration fee
|
$144
|
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended, in addition to the number of Ordinary Shares listed above, there are being registered hereby an additional indeterminate number of Ordinary Shares as may become issuable to prevent dilution resulting from stock splits, stock dividends and similar transactions, and, in any such event, the number of shares registered hereby shall be automatically increased to cover the additional shares.
|
|
(2)
|
Calculated in accordance with Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the price of $1.09 per share, which was the average of the high and low price per Ordinary Share as reported on the Nasdaq Global Market on January 26, 2012.
|
|
(3)
|
Calculated in accordance with Rule 457(h)(1) promulgated under the Securities Act, based on the exercise price of outstanding options.
|
Item 3.
|
Incorporation of Documents by Reference.
|
(1)
|
the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2010, filed with the SEC on March 30, 2011;
|
(2)
|
our Report on Form 6-K filed with the SEC on February 1, 2011;
|
(3)
|
our Report on Form 6-K filed with the SEC on February 3, 2011;
|
(4)
|
the GAAP financial statements in our Report on Form 6-K filed with the SEC on March 28, 2011;
|
(5)
|
the GAAP financial statements in our Report on Form 6-K filed with the SEC on May 24, 2011;
|
(6)
|
the GAAP financial statements in our Report on Form 6-K filed with the SEC on August 15, 2011;
|
(7)
|
our Report on Form 6-K filed with the SEC on September 13, 2011;
|
(8)
|
the GAAP financial statements in our Report on Form 6-K filed with the SEC on November 30, 2011;
|
(9)
|
our Report on Form 6-K filed with the SEC on January 11, 2012; and
|
(10)
|
the description of the Company’s ordinary shares contained in its Registration Statement on Form 8-A/A (Amendment No. 2) filed with the SEC on January 11, 2012, including any amendment or report filed which updates such description.
|
Item
|
8.
Exhibits
|
Date: February 2, 2012
|
ON TRACK INNOVATIONS LTD.
By: /s/ Oded Bashan
——————————————
Oded Bashan
Chairman of the Board of Directors
Chief Executive Officer
|
Name
|
Title
|
Date
|
/s/
Oded Bashan
Oded Bashan
|
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
|
February 2, 2012
|
/s/
Tanir Horn
Tanir Horn
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
February 2, 2012
|
/s/
Ronnie Gilboa
Ronnie Gilboa
|
Director, Vice President – Projects
|
February 2, 2012
|
/s/
Ohad Bashan
Ohad Bashan
|
President, Chief Marketing Officer and Director
|
February 2, 2012
|
/s/
Ra'anan Ellran
Ra'anan Ellran
|
Director
|
February 2, 2012
|
/s/
Mark Green
Mark Green
|
Director
|
February 2, 2012
|
/s/
Ora Setter
Ora Setter
|
Director
|
February 2, 2012
|
/s/
David P. Stone
David P. Stone
|
Director
|
February 2, 2012
|
/s/
Eli Akavia
Eli Akavia
|
Director
|
February 2, 2012
|
OTI AMERICA, INC.
/s/ Ohad Bashan
Ohad Bashan, Chief Executive Officer
|
February 2, 2012
|
|
Exhibit
Number
|
Exhibit Description
|
4.1*
|
Specimen share certificate
|
4.2*
|
Memorandum of Association of the Company, dated as of February 14, 1990, and Certificate of Change of Name, dated as of July 22, 1998
|
4.3**
|
Articles of Association of the Company
|
4.4***
|
Rights Agreement, dated as of January 12, 2009, as amended and restated on January 11, 2012, between the Company and Continental Stock Transfer & Trust Company
|
5.1
|
Opinion of Zysman, Aharoni, Gayer & Co., Law Offices as to the validity of the ordinary shares
|
23.1
|
Consent of Somekh, Chaikin, a member firm of KPMG international, independent registered public accounting firm
|
23.2
|
Consent of Zysman, Aharoni, Gayer & Co., Law Offices (included in Exhibit 5.1)
|
24.1
|
Powers of attorney (included on the signature page to the Registration Statement)
|
99.1
|
2001 Employee Share Option Plan, as amended and restated on November 30, 2011
|
*
|
Incorporated herein by reference from the Registrant’s Registration Statement on Form F-1 (Registration No. 333-90496), filed with the SEC on June 14, 2002.
|
**
|
Incorporated herein by reference from the Registrant’s Registration Statement on Form 8-A/A (Amendment No. 1), filed with the SEC on January 12, 2009.
|
***
|
Incorporated herein by reference from the Registrant’s Registration Current Report on Form 6-K filed with the SEC on January 11, 2012.
|
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