AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
Report (Date of earliest event reported): December 3, 2009
name of registrant as specified in its charter)
or Other Jurisdiction
19 W 34
Street, Suite 1008, New York, NY 10001
of principal executive offices) (zip code)
telephone number, including area code)
Ross Friedman Ference LLP
New York 10006
address, if changed since last report)
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
5.01 Changes in Control of Registrant
to a Stock Purchase Agreement (the “Purchase Agreement”), dated July 5, 2009 on
December 3, 2009, Mr. Harry Mund transferred to D.L Capital Ltd. (“D.L.
Capital”), 3,306,330 shares of the Common Stock of Lapis
Technologies, Inc. (the “Company”). The number of shares purchased
represents 51% of the issued and outstanding shares of the Company’s common
stock (the “Controlling Shares”). Pursuant to the Purchase Agreement, D.L
Capital is also obligated to purchase an additional 1,443,670 shares of the
Common Stock beneficially owned by Mr. Mund, which shares are being held in
escrow (the “Escrowed Shares”).
purchase price for the Controlling Shares was 1,000,000 New Israeli Shekels
("NIS") (approximately $260,000) in cash plus the assumption by D.L Capital of
financial liabilities and guarantees in the sum of 11,000,000 NIS (approximately
$2,900,000). In addition, in consideration of the Escrowed Shares D.L Capital
shall pay for a period of three years, a yearly cash payment of the higher
between 1,000,000 NIS or 25% of annual net profit of Enertec System 2001 Ltd.
and shall assume additional financial liabilities and guarantees in the sum of
3,000,000 NIS (approximately $790,000). D.L. Capital’s source of the funds and
liabilities and guarantees assumed was its working capital.
Escrowed Shares will be released in accordance with the terms and conditions set
out in the Purchase Agreement.
to the Purchase Agreement, D.L. Capital and Mr. Mund agreed that, as soon as
practicable following the closing under the Purchase Agreement, (i) the Company
or a subsidiary of the Company would enter into an employment agreement with Mr.
Mund pursuant to which Mr. Mund would be employed as a special advisor to the
board of directors of the Company or a subsidiary thereof, for two days per
week, for a term of 3 years, for a salary of 25,000 New Israeli Shekels
(approximately $6,500) per month, (ii) D.L. Capital and Mr. Mund would enter
into a shareholders agreement, pursuant to which Mr. Mund would vote the
Escrowed Shares in accordance with how D.L. Capital shall vote the Controlling
Shares, and Mr. Mund shall receive certain protective provisions relating to his
rights as a minority shareholder, including, without limitation, veto rights in
respect the sale of the majority of the business or assets of the Company, and
(iii) D.L. Capital (directly or indirectly) and the Company would enter into a
consulting agreement under which D.L Capital shall provide Company or any of its
subsidiaries with consulting services for a monthly compensation of 50,000 New
Israeli Shekels (approximately $13,100) per month.
to the requirements of the Securities and Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
December 8, 2009