As filed with the Securities and Exchange Commission on August 9, 2005
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MAGAL SECURITY SYSTEMS LTD.
(Exact name of registrant as specified in its charter)
Israel None
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 70, Industrial Zone, Yehud 56100, Israel
(Address of Principal Executive Offices) (Zip Code)
MAGAL SECURITY SYSTEMS LTD.
2003 ISRAELI SHARE OPTION PLAN
(Full title of the plan)
Magal Senstar Inc.
Attn: Martha Lee, President
43180 Osgood Road
Fremont, California 54539
(Name and address of agent for service)
Tel: (510) 249-1450
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Sarit Molcho, Adv.
Carter Ledyard & Milburn LLP S. Friedman & Co., Advocates
2 Wall Street The Trade Tower
New York, NY 10005 Tel Aviv, Israel 68125
Tel: 212-238-8605 Tel: (972)(3) 796-1500
Fax: 212-732-3232 Fax: (972)(3) 796-1501
CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price per aggregate offering price registration
share (2) fee(3)
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Ordinary Shares, par value
NIS 1.0 per share......... 642,606 $10.61 $6,818,049.66 $802.48
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of the Registrant's ordinary shares, par value NIS 1.0 per share
(the "Ordinary Shares") that may be offered or issued pursuant to the
Registrant's 2003 Israeli Share Option Plan by reason of stock splits,
stock dividends or similar transactions.
(2) Calculated pursuant to 457(c) and (h) under the Securities Act of 1933, as
amended, on the basis of the average of the daily high and low prices
($10.42 and $10.80) of the Ordinary Shares as quoted on the NASDAQ National
Market System on August 3, 2005.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price multiplied by .0001177.
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This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities and Exchange Act, as
amended (the "Exchange Act") (Commission File No. 000-21388) :
a. The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2004;
b. The Registrant's Reports of Foreign Private Issuer on Form 6-K
submitted to the Securities and Exchange Commission (the
"Commission"), on March 1, 2005, April 1, 2005, April 13, 2005,
April 15, 2005, May 2, 2005, July 5, 2005, July 20, 2005 July 21,
2005, July 28, 2005 and August 4, 2005.
c. The description of the issuer's securities contained in its Form
20-F for the fiscal year ended December 31, 2004.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all
Reports on Form 6-K submitted to the Commission subsequent to the date hereof,
to the extent that such Reports indicate that information therein is
incorporated by reference into the Registrant's Registration Statements on Form
S-8, prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not required, inasmuch as the Registrant's Ordinary Shares are
registered under Section 12(g) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Release from Liability of Office Holder
The Israeli Companies Law provides that a company may not exonerate
office holders from liability for a breach of their duty of loyalty, but may
exonerate in advance office holders
from their liability to the company, in whole or in part, for a breach of his
duty of care. However, a company may not exculpate in advance a director from
his liability to the company with respect to a breach of his duty of care in the
event of distributions. Our articles of association allow us to exculpate any
office holder from his or her liability to us for breach of duty of care, to the
maximum extent permitted by law, before the occurrence giving rise to such
liability.
Office Holder Insurance
Additionally, the Israeli Companies Law provides that a company may, if
permitted by its articles of association, enter into a contract for the
insurance of the liability of any of its office holders with respect to an act
performed by him in his capacity as an office holder, for:
o a breach of their duty of care to us or to another person;
o a breach of their duty of loyalty to us, provided that they acted
in good faith and had reasonable grounds to assume that their act
would not prejudice our interests; and
o a financial liability imposed upon them in favor of another
person for an act performed by them in their capacity as office
holders.
Our articles of association provide that, subject to any restrictions
imposed by the Israeli Companies Law, we may enter into an insurance contract
providing coverage for the liability of any of our office holders for a breach
of his duty of care to us or to another person; breach of his duty of loyalty to
us, provided that the office holder acted in good faith and had reasonable cause
to assume that his act would not prejudice our interests; or a financial
liability imposed upon him in favor of another person.
Indemnification of Office Holders
Further, the Israeli Companies Law permits a company, if its articles
of association so provide, to indemnify an office holder for acts or omissions
committed in his or her capacity as an office holder of the company; for:
o a financial liability imposed on them in favor of another person
by any judgment, including a settlement or an arbitrator's award
approved by a court; and
o reasonable litigation expenses, including attorneys' fees,
incurred by such office holders or imposed upon them by a court,
in connection with proceedings instigated by us against them or
that are instigated on our behalf or by another person, or as a
result of a criminal charge from which they were acquitted or a
criminal charge in which they were convicted for a criminal
offense that does not require proof of intent.
Under the Israeli Companies Law, the shareholders of a company may
include in, or amend a company's articles of association to include, either of
the following:
o a provision authorizing the company to grant in advance an
undertaking to indemnify an office holder, provided that the
undertaking is limited to specified classes of events that the
board of directors deem foreseeable at the time of grant and is
limited to an amount determined by the board of directors to be
reasonable under the circumstances; or
o a provision authorizing the company to retroactively indemnify an
office holder.
Our articles of association provide that we may undertake to indemnify
in advance an office holder, against financial liability imposed on them in
favor of another person by any judgment, including a settlement or an
arbitrator's award approved by a court, and, reasonable litigation expenses,
including attorneys' fees, incurred by such office holders or imposed upon them
by a court, in connection with proceedings instigated by us against them or that
are instigated on our behalf or by another person, or as a result of a criminal
charge from which they were acquitted or a criminal charge in which they were
convicted for a criminal offense that does not require proof of intent, provided
that such undertaking is limited to events of a kind that can be expected as
determined by our board of directors when authorizing such undertaking, and with
respect to such amounts determined by our board of directors as reasonable in
the circumstances. Furthermore, under our articles of association, we may
indemnify any office holder, with respect to any past occurrence.
Pursuant to a recent amendment to the Israeli Companies Law, a company
may indemnify any of its office holders for reasonable litigation costs incurred
by such office holder in connection with any investigation or other legal
proceeding instituted against him by a competent authority, provided that such
investigation or proceeding concluded without the filing of an indictment
against him or the imposition of any financial liability in lieu of criminal
proceedings, or concluded without the filing of an indictment against him and a
financial liability was imposed on him in lieu of criminal proceedings with
respect to a criminal offense that does not require proof of criminal intent.
Limitations on Exculpation, Insurance and Indemnification
The Israeli Companies Law provides that a company may not indemnify an
office holder nor enter into an insurance contract which would provide coverage
for any monetary liability incurred as a result as a result of any of the
following:
o a breach by the office holder of his duty of loyalty unless, with
respect to insurance coverage or indemnification, the office
holder acted in good faith and had a reasonable basis to believe
that the act would not prejudice the company;
o a breach by the office holder of his duty of care if such breach
was committed intentionally or recklessly, unless the breach was
committed only negligently;
o any act or omission done with the intent to unlawfully yield a
personal benefit; or
o any fine imposed on the office holder.
Pursuant to the Israeli Companies Law, indemnification of, and
procurement of insurance coverage for, a company's office holders must be
approved by the audit committee and the board of directors. In the case of
directors, shareholder approval is also required.
The Registrant's shareholders approved its entering into an agreement
to indemnify its office holders up to $5 million, in advance. The Registrant
currently maintain a directors and officers liability insurance policy with a
per claim and aggregate coverage limit of $5 million.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Memorandum of Association, as amended (previously filed as
exhibit to the Registrant's Registration Statement on Form F-1 (No. 33-57438),
filed with the Security and Exchange Commission on January 26, 1993, as amended,
and incorporated herein by reference).
4.2 Articles of Association, as amended (previously filed as
Exhibit 3.2 to Registrant's Registration Statement on Form F-1 (No. 33-57438),
filed with the Commission on January 26, 1993, as amended, and incorporated
herein by reference and an amendment thereto previously filed as an exhibit to
our Registration Statement on Form S-8 (No. 333-6246), filed with the Commission
on January 7, 1997 and incorporated herein by reference and further amendments
thereto previously filed as an exhibit to our Annual Report on Form 20-F for the
fiscal year ended December 31, 2000, filed with the Commission on June 29, 2001
and incorporated herein by reference).
4.3 Magal Security Systems Ltd. 2003 Israeli Share Option Plan
5 Opinion of S. Friedman & Co., Advocates
23.1 Consent of Kost Forer Gabbay & Kasierer A Member of Ernst &
Young Global
23.2 Consent of S. Friedman & Co., Advocates (contained in
Exhibit 5)
24 Power of Attorney (included as part of this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment hereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (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 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tel Aviv, Israel on August 9, 2005.
MAGAL SECURITY SYSTEMS LTD.
/s/Jacob Even Ezra
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Jacob Even Ezra
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jacob Even-Ezra and Raya Asher each of
them severally, his true and lawful attorney-in-fact, and agent each with power
to act with or without the other, and with full power of substitution and
resubstitution, to execute in the name of such person, in his capacity as a
director or officer of Magal Security Systems Ltd., any and all amendments to
this Registration Statement on Form S-8 and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on August 9, 2005, by the following
persons in the capacities indicated.
Signature Title
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/s/Jacob Even Ezra
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Jacob Even Ezra Chairman of the Board and Chief Executive Officer
/s/Izhar Dekel
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Izhar Dekel President and Director
/s/Raya Asher
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Raya Asher Vice President - Finance, Chief Financial Officer,
Secretary
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Nathan Kirsh Director
/s/Jacob Nuss
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Jacob Nuss Director
/s/Jacob Perry
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Jacob Perry Director
/s/Zeev Livne
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Zeev Livne Director
/s/Shaul Kobrinsky
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Shaul Kobrinsky External Director
/s/Anat Winner
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Anat Winner External Director
Magal Senstar Inc.
By: /s/Martha Lee Authorized Representative in the United States
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Name: Martha Lee
Title: President