On Track Innovations Ltd.: erhält Folgeauftrag
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rausgefetzt. Ist mir aber egal weil ich mir denke es geht bis Herbst eh wieder ordentlich runter. Die Zahlen sind sicher wieder Scheiße wie alle 5 Jahre und
im Juni können die Schweizer oder wer auch immer hinter dem Konsortium stehen
100.000 aktien raushaun. Das wird sich sicherlich nicht positiv auf den Kurs
auswirken. Schaun wir mal.
FORT LEE, N.J., March 13 /PRNewswire-FirstCall/ -- On Track Innovations Ltd. (OTI) management would like to invite all of our shareholders to an Annual Results Review Meeting following the release of our 2005 operating results:
A Review of OTI Annual Results and Strategy in 2005 and Beyond
Date & Time: Monday March 27th, 2006 at 10am to 1pm.
Location:
The Intercontinental Hotel
111 East 48th Street, between Park and Lexington Avenues
Whitney, Lobby Level
New York, NY 10014
212-755-5900
Buffet lunch will be available.
Please RSVP by March 23rd by emailing galit@otiglobal.com or calling 201 944 5200 x 111.
For those unable to attend, the Company has scheduled a conference call and simultaneous Web cast. To participate in the call dial:
1-888-245-7013 (U.S. toll free)
1-809-245-917 (Israel toll free)
0-800-180-8316 (Germany toll free)
1-973-935-2981 (Standard international)
ID Code: OTI
At:
7:00a.m. Pacific Time10:00 a.m. Eastern Standard Time
16:00 Germany Time
17:00 Israel Time
To listen to the web cast please go to:
http://www.otiglobal.com/content.aspx?id=226
For those unable to participate, the teleconference will be available for replay until midnight April 2nd, by calling U.S.: 877-519-4471 or International; 973-341-3080 and entering the PIN number #7138730, or on the web at: http://www.otiglobal.com/content.aspx?id=226
About OTI
Established in 1990, OTI (Nasdaq: OTIV) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com.
SOURCE On Track Innovations Ltd.
-0- 03/13/2006
/CONTACT: Galit Mendelson, Director of Corporate Communications of OnTrack Innovations Ltd., +1-201-944-5200 ext.111, or galit@otiglobal.com/
/Web site: http://www.otiglobal.com /
(OTIV)
CO: On Track Innovations Ltd.
ST: New Jersey
IN: CPR ECP SEM
SU: CCA MAV
der Verlust reduziert werden konnte.....
mfG
Sir Charles
In USA-Foren werden solche Worte geschrieben: "WHAT A PIG"
mfG edugat
Tuesday March 21, 12:28 pm ET
Innovative Prototype Allows Consumers to Simply Wave Card to Pay and Ride
ATLANTA, March 21 /PRNewswire/ -- Peppercoin, a payments technology company that enables profitable new business models for low-priced goods, services and digital content, will today demonstrate a prototype of a first-of-its-kind contactless mass transit fare collection system at the American Public Transportation Association's annual Fare Collection Workshop. This prototype system will enable consumers to use their existing credit or debit card as their transit pass for the first time.
ADVERTISEMENT
Peppercoin's unique approach allows transit passengers to use their preferred credit or debit card as a ride pass, rather than purchasing a separate specialized transit pass. Riders can also use the system to prepay for multi-ride, season or period passes, which can be virtually loaded onto the rider's credit or debit card. The card can then be automatically replenished similar to toll collecting systems such as EZPass.
According to a survey conducted by independent research firm Ipsos Insight in November 2005, more than one in three American consumers would be willing to use a credit card for purchasing transit services.
"Contactless fare payment with a regular debit or credit card brings added speed, convenience and efficiency to people's mass transit travel, including their daily commute," said Mark Friedman, president and CEO of Peppercoin. "The system will be a great benefit for transit operators as well, and we are looking forward to seeing this prototype become a reality in the transportation system."
For operators, Peppercoin's solution will reduce the cost and complexity associated with proprietary smart card AFC systems. It also reduces the operator's costs associated with handling cash, which can cost as much as 20 cents per dollar paid.
Peppercoin teamed with On Track Innovations Ltd, (OTI) (Nasdaq: OTIV - News) a global leader in contactless smart card technologies, to enable this highly innovative solution. With OTI's Saturn 5000 contactless card reader, transit riders will be able to simply touch and pay as they board their subways or buses.
"Combining OTI's contactless products with Peppercoin's ability to process small payments provides a quantum leap in convenience for transit riders, while reducing costs for operators," said Ohad Bashan, president and CEO of OTI America. "It will help reduce bottlenecks as people enter the subway or board the bus."
About On Track Innovations Ltd. (OTI)
Established in 1990, OTI (Nasdaq: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com.
About Peppercoin, Inc.
Peppercoin enables profitable new business models for low-priced digital content and physical goods. Peppercoin's small payment products help merchants, banks, and other payments companies build market adoption for credit and debit card payments for everyday purchases quickly through a flexible, consumer-friendly approach. Peppercoin integrates easily with existing business models and payment systems to accelerate revenues and increase profits. For more information please visit http://www.peppercoin.com.
OTI Reports Record FY 2005 Revenues and Year End Financial Results
Monday March 27, 1:00 am ET
- FY 2005 Revenues Climb 54% to a Record $35.7 Million
- Fourth Quarter Gross Margin Reaches 52%
- Stronger Balance Sheet with $49.7 Million in Cash, Cash Equivalents and Short-Term Investments
FORT LEE, N.J., March 27 /PRNewswire-FirstCall/ -- On Track Innovations Ltd. (OTI) (Nasdaq: OTIV - News), a global leader in contactless microprocessor-based smart card solutions for homeland security, payments, petroleum payments and other applications, today announced its consolidated financial results for the fourth quarter and fiscal year ended December 31, 2005.
2005 Financial highlights:
- Revenues for the year ended December 31, 2005 increased by 54% to $35.7
million from $23.2 million in the same period of last year. Revenues
for the fourth quarter of 2005 were $9.3 million, up 19% from $7.8
million in the same period last year.
- Revenues from licensing and transaction fees increased by 52% to $3.4
million for the year ended December 31, 2005 from $2.2 million for the
same period in 2004.
- Gross margin for the year declined to 39% from 45% in 2004, mainly due
to the number of initial-stage projects which are characterized by lower
margins in their early stages. Gross margin for the fourth quarter of
2005 was 52% compared to 49% in the fourth quarter of 2004.
- Net loss for FY 2005 decreased by 2% to $9.1 million from $9.3 million
in the same period in 2004.
- Operational Cash Flow approached breakeven, with $940,000 of cash used
in operating activities.
- Stronger balance sheet with $49.7 million in cash, cash equivalents and
short term investments at the end of the year.
Business developments in 2005 include:
- Contactless payments advance to a roll-out stage. OTI delivers solutions
for more than ten million payment cards in the US during 2005.
- Established a joint venture with a government entity of an Asian country
for the manufacture and sale of electronic travel document inlays for
the Asian government based on OTI technology and products.
- Extended and expanded OTI's relationship with BP, granting BP a
worldwide license that enables the petroleum solution to go beyond
Africa, on top of the agreement to continue the relationship with BP in
Africa.
- EasyPark system reaches 250,000 users with contract extended for
additional 5 years.
- Completed successful PIPE (private placement) transaction with
institutional investors.
- Completed a series of acquisitions in China which will substantially
increase OTI's capacity to manufacture smart cards, inlays for smart
cards & electronic passports, and machinery for the fabrication of such
products.
Oded Bashan, President and CEO of OTI commented, "We ended the year with a stronger balance sheet of approximately $85 million in total assets with $49.7 million in cash, cash equivalents and short term investments. With revenues up by 54%, we had outstanding growth in 2005. The payments market accounted for 65% of revenues and was a key driver of our growth. We have experienced an increase of 52% in our transaction and license fee revenues to $3.4 million in 2005 from $2.2 million for the same period last year, which was related to more projects reaching their commercial deployment stage.
"It is important to note that traditionally the second half of the year is stronger for OTI. For example, in 2005, the second half of the year showed an increase of 50% in revenues to $21.4 million compared to $14.3 million in the first half. Gross margin for the second half of the year was at 42% compared to 35% in the first six months of 2005.
"The strategic acquisitions we completed this year improve our cost structure and increase OTI's manufacturing capacity. We anticipate that the increased capacity will enable us to meet the roll-outs and rapidly growing demand for our payments and SmartID products in the future as well as enable us to increase our gross margin.
"The window of opportunities is wide open for OTI to further strengthen its position as one of the leaders in the payments and ID markets. This may require further investments in strategic positioning, opening new markets, enhancing our product line and building on OTI's patents and intellectual property, and expanding our excellent research and development team. These investments would enable OTI to increase its involvement and secure projects that will result in long term revenues in the coming years."
The Company has scheduled an annual results review investors meeting with conference call and simultaneous Web cast for Monday, March 27, 2006, which will be hosted by Oded Bashan, President and CEO, Guy Shafran, CFO, and Ohad Bashan, Chief Marketing Officer and President OTI America, for 10:00 AM EST to discuss 2005 results and beyond. The meeting will be held at the Intercontinental Hotel, 111 East 48th Street, New York, NY. To participate in the conference call please dial: 1-888-245-7013 (U.S. toll free), 1-809-245- 917 (Israel toll free), 0-800-180-8316 (Germany toll free), 1-973-935-2981 (Standard international)
ID Code: OTI. To listen to the web cast please go to: http://www.otiglobal.com/content.aspx?id=226
For those unable to participate, the teleconference will be available for replay until midnight April 2nd, by calling U.S.: 877-519-4471 or International; 973-341-3080 and entering the PIN number #7138730, or on the web at: http://www.otiglobal.com/content.aspx?id=226
About OTI
Established in 1990, OTI (Nasdaq: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit www.otiglobal.com.
This press release contains forward-looking statements. These statements can be identified by their use of the words "will", "intends", "anticipates" and "expects" and other similar expressions, as well as by such phrases as "starting to see" and "we believe". Each of these statements is subject to certain risks and uncertainties, such as market acceptance of new products and our ability to execute production on orders, which could cause actual results to differ materially from those in the statements included in this press release. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. OTI disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or otherwise. results could differ materially from expected results.
OTI Contact: Media Relations
Galit Mendelson Adam Handelsman
Director of Corporate Communication, OTI 5W Public Relations
201 944 5200 ext. 111 212 999 5585
galit@otiglobal.com ahandelsman@5wpr.com
ON TRACK INNOVATIONS LTD.
CONSOLIDATED BALANCE SHEETS
US dollars in thousands, except per share data
On Track Innovations Ltd. and its subsidiaries
December 31
2004 2005
Assets
Current assets
Cash and cash equivalents $23,917 $29,657
Short-term investments 4,559 20,004
Trade receivables (net of allowance for
doubtful accounts of $ 329 and $ 785 as of
December 31, 2004 and 2005, respectively) 3,477 8,350
Other receivables and prepaid expenses 2,705 3,156
Inventories 4,765 6,747
Total current assets 39,423 67,914
Severance pay deposits fund 595 583
Long-term receivables 1,077 878
Investment in an affiliated company - 2,607
Property, plant and equipment, net 5,324 7,009
Intangible assets, net 1,438 1,921
Goodwill 4,146 4,146
Total assets $52,003 $85,058
Liabilities and Shareholders' Equity
Current Liabilities
Short-term bank credit and current maturities
of long-term bank loans $1,641 $760
Trade payables 4,305 4,245
Other current liabilities 3,824 5,771
Total current liabilities 9,770 10,776
Long-Term Liabilities
Long-term loans, net of current maturities 2,018 1,535
Accrued severance pay 1,361 1,909
Deferred tax liabilities 162 293
Total long-term liabilities 3,541 3,737
Total liabilities 13,311 14,513
Commitments and Contingencies
Minority interests - 310
Shareholders' Equity
Ordinary shares of NIS 0.1 par value: Authorized
- 30,000,000 shares as of December 31, 2004 and
2005; issued and outstanding - 8,422,175 and
11,932,074 shares as of December 31, 2004
and 2005, respectively 199 274
Additional paid-in capital 90,779 128,761
Deferred compensation (3,553) (833)
Accumulated other comprehensive income 353 232
Accumulated deficit (49,086) (58,199)
Total shareholder's equity 38,692 70,235
Total liabilities and shareholders' equity $52,003 $85,058
ON TRACK INNOVATIONS LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
US dollars in thousands, except per share data
On Track Innovations Ltd. and its subsidiaries
Three Months Ended Year Ended
December 31 December 31
2004 2005 2004 2005
Revenues
Sales $6,606 $8,082 $20,915 $32,266
Licensing and
transaction fees 1,168 1,183 2,237 3,398
Total revenues 7,774 9,265 23,152 35,664
Cost of Revenues
Sales 3,937 4,422 12,799 21,629
Total cost of revenues 3,937 4,422 12,799 21,629
Gross profit 3,837 4,843 10,353 14,035
Operating Expenses
Research and development 995 1,187 3,544 5,405
Less - participation by
the Office of the
Chief Scientist 11 (33) 394 618
Research and development,
net 984 1,220 3,150 4,787
Selling and marketing 1,779 2,811 6,010 7,620
General and
administrative 1,901 2,764 6,549 9,666
Amortization of
intangible assets 120 415 261 700
Expenses relating to
raising of capital,
exchange of subsidiary's
employees equity interests
in equity interest of the
Company and new
acquisitions in the
Far-East * 1,112 - 3,227 1,768
Gain from sale
of subsidiary - 136 - (374)
Total operating
expenses 5,896 7,346 19,197 24,167
Operating loss (2,059) (2,503) (8,844) (10,132)
Financial income
(expenses), net (113) 107 (287) 669
Other income (expenses),
net 5 (137) 29 (84)
Loss before taxes on
income (2,167) (2,533) (9,102) (9,547)
Taxes on income (2) 352 (173) 175
Minority share in
income of subsidiary - (106) - (185)
Equity in income of
affiliates - (5) - -
Loss before
extraordinary item (2,169) (2,292) (9,275) (9,557)
Extraordinary item - - - 444
Net loss $(2,169) $(2,292) $(9,275) $(9,113)
Basic and diluted net
loss per ordinary
share from:
Loss before
extraordinary item $(0.26) $(0.22) $(1.33) $(1.01)
Extraordinary item - - - 0.05
Net loss $(0.26) $ (0.22) $ (1.33) $ (0.96)
Weighted average
number of ordinary
shares used in
computing basic and
diluted net loss
per ordinary share 8,098,294 10,403,971 6,972,878 9,512,198
* Consist of:
Research and development $198 $- $335 $78
Selling and marketing 111 - 511 231
General and
administrative 803 - 2,381 1,459
$1,112 $- $3,227 $1,768
Net loss for FY 2005 decreased by 2% to $9.1 million from $9.3 million
in the same period in 2004
Also der Verlust um 200.000 usd gestiegen, obwohl viele neue
Projekte dazukammen.
Mit dem Cashbestand muß man sich zwar keine Sorgen machen, doch
Frag ich mich immer wieder, wann die endlich in die Gewinnzone kommen.
mfG edugat
Man ist es schon bald gewohnt zu warten.
Nur die Geier bedienen sich immer weiter.
mfG edugat
Jetzt wirds langsam aber stetig runter gehen. Kurzes aufflackern vielleicht
möglich mit einer Supermeldung (300 Tankstellen in Transnubien) lol
auch ein bißchen verhaut. Mit der Verkaufsoption bei 12,50 oder wo die waren
wirds wohl auch so schnell nix mehr.
Date Interest Share Volume to Cover
Mar. 15, 2006 463,667 113,850 4.07
Feb. 15, 2006 366,457 180,118 2.03
Jan. 13, 2006 360,444 65,694 5.49
Dec. 15, 2005 329,785 95,161 3.47
Nov. 15, 2005 318,916 82,138 3.88
Oct. 14, 2005 278,100 59,123 4.70
Sep. 15, 2005 300,402 70,206 4.28
Aug. 15, 2005 277,536 126,586 2.19
Jul. 15, 2005 241,340 176,690 1.37
Jun. 15, 2005 192,845 96,362 2.00
May 13, 2005 124,270 121,876 1.02
Apr. 15, 2005 106,719 148,812 1.00
OTI Receives Vital Class A Approval for Saturn 5000 Contactless Reader
Monday April 3, 1:00 am ET
FORT LEE, N.J., April 3 /PRNewswire-FirstCall/ -- On Track Innovations Ltd, (OTI) (Nasdaq: OTIV - News), a global leader in contactless microprocessor-based smart card solutions, for homeland security, payments, petroleum payments and other applications, today announced that its Saturn 5000 contactless reader has received Class A approval from Vital Processing Services® (Vital®), a leader in merchant and acquirer processing solutions. Vital delivers comprehensive, end-to-end payment solutions to reliably process millions of credit, debit and other electronic transactions every day.
ADVERTISEMENT
The Saturn 5000 is Class A approved with the VeriFone® Omni 3740/3750 line of terminals as well as the Lipman® NURIT 2085/2085+, 3020, 8100 and 8320 terminals. Vital Class A approval includes merchant deployment, profile setup and download, documentation and specially trained 24 x 7 x 365 help desk support, making the Saturn 5000 easy to implement and maintain for Vital acquirers and ISOs and their merchants.
The Saturn 5000 has been approved with MasterCard® PayPass(TM), Visa® Contactless and ExpressPay from American Express® and can read a variety of payment forms including credit cards and key fobs.
Ohad Bashan, president and chief executive officer of OTI America commented, "We look forward to working and supporting a leading player such as Vital. Receiving Vital Class A approval is another milestone in achieving leadership in the payments market -- and will enhance the nationwide support for those merchants adding the OTI Saturn 5000 contactless reader, creating a secured seamless upgrade path to contactless transactions."
"Vital is committed to providing contactless solutions to the marketplace. With contactless, merchants can improve checkout speed, increase transaction traffic and lift while boosting consumer loyalty," says Paul Warren, director of POS product management for Vital.
About OTI
Established in 1990, OTI (Nasdaq: OTIV - News) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more information on OTI, visit http://www.otiglobal.com.
This press release contains forward-looking statements. Such statements are subject to certain risks and uncertainties, such as market acceptance of new products and our ability to execute production on orders, which could cause actual results to differ materially from those in the statements included in this press release. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. OTI disclaims any intention or obligation to update or revise any forward- looking statements, which speak only as of the date hereof, whether as a result of new information, future events or otherwise. results could differ materially from expected results. OTI undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances.
OTI Contact:
Galit Mendelson
Director of Corporate Communications
201 944 5200 ext. 111
galit@otiglobal.com
Media Relations
Adam Handelsman
5W Public Relations
212 999 5585
ahandelsman@5wpr.com
UPGRADES & DOWNGRADES HISTORY
Date§Research Firm Action From To
03. Apr 06 Dougherty & Company Initiated Buy
27. Feb 06 Oppenheimer Downgrade Buy Neutral
16. Jun 05 Oppenheimer Initiated Buy
mfG edugat
sein sollen und auch über gute Infos zu den Firmen haben sollen.
Vielleicht ist jetzt wieder der richtige Zeitpunkt zum Wiedereinstieg.
Ich werde nicht unter Preis verkaufen. Min. 20$ sollten sie schon bringen.
Wünsche noch einen schönen Abend.
mfG edugat
die ersten Quartalszahlen ab. Es müßte doch endlich mal möglich sein den
Break-Even zu erreichen. Bei 9 Mio USD Verlust pro Jahr ist das aber noch
ein weiter Weg. Die Margen sinken ja ständig. Der Umsatz steigt zwar ständig
doch wir wissen das bringt nicht viel.
Revenues for the year ended December 31, 2005 increased by 54% to $35.7
million from $23.2 million in the same period of last year. Revenues
for the fourth quarter of 2005 were $9.3 million, up 19% from $7.8
million in the same period last year.
Der Satz oben sagt einfach alles Umsatzplus von 12,7 mio usd Verlustreduzierung
von nur 200.000 usd.
New Process Eliminates Time Consuming Need to "Manually" Personalize Mobile Handsets Individually
MUNICH, Germany & LAS VEGAS, Apr 05, 2006 (BUSINESS WIRE) -- Giesecke & Devrient (G&D) and MasterCard International today announced, at the CTIA Wireless Conference in Las Vegas, the launch of the world's first full-scale over-the-air (OTA) secure personalization payment solution for mobile phone-based payments, developed and managed by G&D. The solution will make the management of contactless payments with mobile phones secure, economical and flexible for participating financial institutions as the new process eliminates the time consuming need to "manually" personalize mobile handsets individually, which has been the method used for mobile payment trials until now.
This is the first OTA secure personalization and management solution for mobile payments that can activate the MasterCard(R) PayPass(TM) contactless payment application in the mobile phone securely. Customers wanting to enable PayPass with their phone, make a one-time request to their bank to register them for the service. Data is sent over the carrier network and then automatically loads and activates the PayPass payment application in the mobile phone while personalizing the phone's built-in "secure area" with the customers' payment account details. This OTA infrastructure can also be used to upload additional applications to the handset, as well as manage and modify user information.
MasterCard PayPass is widely used in the U.S. as a means for making fast and convenient "Tap & Go(TM)" payments. To perform a PayPass transaction using a mobile phone, users simply tap the back of the phone on the landing zone of the special PayPass reader to initiate the transaction. All PayPass-enabled mobile phones can be used at existing PayPass merchant locations.
The mobile phone's secure area can also be used for other security-related applications, such as access control and e-ticketing. G&D provides the complete OTA solution as a service, making it an independent partner for the many different application providers including banks, public transport services and government agencies.
"MasterCard views mobile phone-based payments as an exciting new channel, as studies confirm that consumers increasingly prefer using mobile phones for many everyday activities," said Richard Fletcher, Group Head, Mobile/Wireless Center of Excellence, MasterCard International. "We are excited to be working with G&D as a partner in this pioneering project, enabling our customers to bring secure, scalable PayPass-enabled mobile phone programs to market."
"Giesecke & Devrient's vast experience with security technologies and chip card personalization, in addition to its extensive certification levels, make G&D a trusted business partner for over-the-air personalization payment solutions," commented Dr. Kai Grassie, Head of the New Business Division at G&D.
Pilot projects of this breakthrough over the air contactless payments personalization platform are expected to begin shortly, beginning in the United States. First implementations of the G&D solution will use NFC-enabled Nokia 3220 handsets. G&D will demonstrate the OTA personalization solution at booth # 1244 during CTIA Wireless 2006 in Las Vegas.
www.gi-de.com.
SOURCE: Giesecke & Devrient (G&D)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)
ON TRACK INNOVATIONS LTD.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
OPTIONS TO PURCHASE ORDINARY SHARES
(Title of Class of Securities)
M8791A109
(CUSIP Number of Class of Securities of Underlying Ordinary Shares)
Ohad Bashan
OTI America, Inc.
2 Executive Drive, Suite 740
Fort Lee, New Jersey 07024
(201) 944-5200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
WITH COPY TO:
David P. Stone, Esq.
767 Fifth Avenue
New York, New York 10153-0119
Telephone: (212) 310-8430 Facsimile: (212) 310-8007
CALCULATION OF FILING FEE:
Transaction valuation (1) Amount of filing fee (1) (2)
§
$ 57,991,269.81 $ 6,205.07
(1) Estimated for purposes of calculating the amount of the filing fee only. An offer, as more particularly described below, for a period of twenty (20) business days, is made to holders of options to purchase 4,485,017 ordinary shares of On Track Innovations Ltd. The transaction value is calculated pursuant to Rule 0-11(b)(2) and 0-11(a)(4) using the average of the high and low sales price of the issuer’s Ordinary Shares underlying the options on April 7, 2006.
(2) Calculated by multiplying the Transaction valuation by 0.0001070.
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
§
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Files: Not applicable
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
o going private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
The alphabetical subsections used in the Item responses below correspond to the alphabetical subsections of the applicable items of Regulation M-A promulgated under the Federal securities laws.
Item 1. SUMMARY TERM SHEET
This statement relates to an offer (the “Offer”) by On Track Innovations Ltd., incorporated in the State of Israel (the “Company”), to each of the Company’s and the Company’s subsidiaries’ employees, and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstanding options to purchase an aggregate of 4,485,017 ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary Shares”) (the “Options”), which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded by the 2001 Share Option Plan, as amended (collectively, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”) to exercise all of his or her outstanding Options into such number of Ordinary Shares (each a “Share” and together, the “Shares”) based on the Black-Scholes pricing model according to the following principles (the “Alternative Option Exercise Mechanism”):
— Each Option tendered shall be exercised without a cash payment into such number of Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company’s shareholders, (based on the Black-Scholes model) and the denominator is the closing market price of the Shares on NASDAQ on such date.
The Company will use the Black-Scholes valuation model, which is intended for use in estimating the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scholes, require the input of subjective assumptions, including the expected stock price volatility and the expected life of the options before exercise, which greatly effect the calculated fair value. The Company has engaged an economic consulting firm to determine the value of the Options pursuant to the Black-Scholes model.
For example, if an employee holds options, the Black-Scholes value of which is $3,008, and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).
Please note the foregoing is only an illustrative example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided in the Offer Letter.
— Each Holder who holds Options that are vested in accordance with the original terms of the applicable outstanding Option agreement between the Company and the Holder (“Vested Options”), as of the Offer Date, may, pursuant to the Alternative Option Exercise Mechanism, in accordance with the Offer, exercise Vested Options into Shares (“Vested Option Shares”), provided, however, that such Holder will be required to enter into a thirty-three (33) month lock-up arrangement (the “Vested Option Lock Up Agreement”) with respect to 82.5% of the Vested Option Shares with 7.5% of the Vested Option Shares to be released from the lock-up at the end of each calendar quarter commencing with the first quarter ending after the Offer Date.
— Each Holder who holds Options that are not vested in accordance with the original terms of the applicable Option agreement between the Company and the Holder (“Non-Vested Options”), as of the Offer Date, may, pursuant to the Alternative Option Exercise Mechanism, in accordance with the Offer, exercise Non-Vested Options into Shares (“Non-Vested Option Shares”); provided, however, that such Holder will be required to enter into a lock-up arrangement (the “Non-Vested Option Lock-Up Agreement”) wherein the Non-Vested Option Shares shall be restricted or locked-up in accordance with the vesting period, as provided for in the original terms of the Option agreement, provided, however, that if the vesting of the Non-Vested Options is subject to the Holder’s continued employment or relationship with the Company or the general terms of the Non-Vested Options expire as a result of termination of the Holder’s employment for cause, or due to the Holder’s death or disability (“Non-Vested Option Termination Provisions”), such Non-Vested Option Termination Provisions shall not apply to the Non-Vested Option Shares issued pursuant to the Offer.
— Each Holder will be required to sign an irrevocable proxy (the “Irrevocable Proxy”) pursuant to which the voting rights associated with the Shares shall be granted to the Company’s Chairman on behalf of the Board of Directors, or to whom the Company’s Board of Directors will instruct, until the sale or transfer of the Shares to an unaffiliated third party.
— Each Holder shall have a period of 20 business days from the Offer Date to accept the Offer to exercise all, and not less than all, of his or her outstanding Options (whether Vested Options or Non-Vested Options) pursuant to the Alternative Option Exercise Mechanism. The Offer shall terminate on May 9, 2006 at 12:00 p.m., Israeli time (the “Exercise Date”). In the event the Holder does not accept the Offer to exercise Options pursuant to the Alternative Option Exercise Mechanism, the original terms of the Option agreement and the Share Option Plan shall resume and continue to apply.
The Board of Directors of the Company approved the Alternative Option Exercise Mechanism on February 12, 2006. Further, the shareholders of the Company approved the Alternative Option Exercise Mechanism at an extraordinary meeting of the shareholders on March 21, 2006.
A detailed discussion of the Offer is contained in the Offer Letter filed as Exhibit (a)(1)(A) to this Schedule TO.
Item 2. SUBJECT COMPANY INFORMATION
(a) The name of the subject company and issuer is On Track Innovations Ltd., an Israeli company. The address of the Company’s principal executive office is Z.H.R. Industrial Zone, P.O. Box 32, Rosh Pina, Israel 12000 and its telephone number is (011) 972-4-686-8000.
(b) As of March 21, 2006, the Company had outstanding Options to acquire an aggregate of 4,485,017 Ordinary Shares that were issued pursuant to the Share Option Plan, which are subject to the Offer.
(c) There is currently no established trading market for the Options.
Item 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) The Company is the filing person and the subject company. Please see the information set forth under Item 2(a) above.
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The Name and address of each executive officer and director of the Company is as follows:
§
Oded Bashan Ronnie Gilboa
Chairman of the Board of Directors, Director and Vice President of Projects
President and Chief Executive Officer Moshav Bait Hilel
Rosh Pina Hachalutzim 8 Israel
Israel
Ohad Bashan Guy Shafran
Director and Chief Marketing Officer Chief Financial Officer
82 Susan Drive On Track Innovations Ltd.
Closter, NJ Z.H.R. Industrial Zone
USA P.O. Box 32
§Rosh Pina, Israel
Eli Akavia Professor Liora Katzenstein
Independent Director External Director
Hatomer 57 Brodetzky 36
Ramat Hasharon Tel Aviv
Israel Israel
Eliezer Manor Shlomi Tusia-Cohen
External Director External Director
Moshav Tal Shahar Hativat Harel 14/65, Modi'in
Israel Israel
Item 4. TERMS OF THE TRANSACTION
(a) The Company is offering Holders of Options, which were issued pursuant to the Share Option Plan, the opportunity to exercise such Options for Shares in accordance with the Alternative Option Exercise Mechanism. The number of Shares issued pursuant to the Alternative Option Exercise Mechanism will be determined in accordance with the terms of each Option. The Offer is subject to certain conditions, as more particularly described in the Offer, which include, among others, the execution by the Holder of a Vested Option Lock-Up Agreement and a Non-Vested Lock-Up Agreement, to the extent applicable, and the execution by the Holder of an Irrevocable Proxy.
Holders whose employment or relationship with the Company terminates for any reason, or Holders who receive or submit a notice of termination before the Offer expires and prior to their acceptance of the Offer, will no longer be eligible to participate in the Offer, and the Company will not accept such Holder’s Options for exercise pursuant to the Alternative Option Exercise Mechanism. The general terms of the Option will continue to apply.
Material tax consequences of acceptance of the Offer can be found in the Offer Letter under the section entitled “Material U.S. and Israeli Tax Consequences.”
The purpose of the Offer is to reduce the number of Options outstanding and to provide greater certainty to investors and potential investors regarding the number of Ordinary Shares outstanding. The Offer to exercise Options pursuant to the Alternative Option Exercise Mechanism will commence on the Offer Date and terminate on the Exercise Date at which point the general terms of the Option agreement and the Share Option Plan shall resume and continue to apply. A detailed discussion of the Offer, including discussion of the procedures for exercising Options, and the conditions and terms under which the Offer may be extended, is contained in the Offer Letter filed herewith as Exhibit (a)(1)(A) to this Schedule TO, which is incorporated herein by reference.
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(b) As of the close of business on March 21, 2006, our executive officers and directors (eight persons) as a group held options unexercised and outstanding under the Share Option Plan to purchase a total of 2,137,524 of Ordinary Shares, which represent approximately 12.2% of the Ordinary Shares of the Company on a fully diluted basis subject to all options outstanding under the Stock Option Plan as of that date. It is important to note, however, that External Directors are not considered Holders for purposes of the Offer and, therefore, may not participate in the Offer.
The following table below sets forth the beneficial ownership of each of our executive officers and directors of Options outstanding as of the close of business on March 21, 2006 issued under the Stock Option Plan. The percentages in the table below are based on the total number of outstanding options to purchase Ordinary Shares under the Stock Option Plan, which was 4,758,717 as of the close of business on March 21, 2006. The address of each executive officer and director can be found in Item 3 above.
Name Position Number of
Ordinary Shares
Underlying
Stock
Options Percentage of
Total
Outstanding
Stock
Options
§
§
§
Oded Bashan Chairman of the Board of Directors,
President and
Chief Executive Officer 1,061,250 22.3%
Ronnie Gilboa Director and
Vice President of Projects 231,500 4.9%
Ohad Bashan Director and Chief Marketing Officer 494,707 10.4%
Guy Shafran Chief Financial Officer 97,067 2.1%
Eli Akavia Independent Director 65,000 1.4%
Professor Liora Katzenstein External Director 69,500 1.5%
Eliezer Manor External Director 78,500 1.7%
Shlomo Toussia-Cohen External Director 40,000 0.8%
Total 2,137,524 44.9%
Neither the Company nor, to the best of the Company’s knowledge, any of the Company’s executive officers or directors, nor any affiliates of the Company, were engaged in transactions involving options to purchase Ordinary Shares or purchases under the Stock Option Plan, or in transactions involving Ordinary Shares during the past 60 days before and including the Offer Date.
Item 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) Please see information set forth under Item 4(b) above.
Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The purpose of the Offer is to reduce the number of Options outstanding and to provide greater certainty to investors and potential investors regarding the number of Ordinary Shares outstanding.
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(b) Not applicable.
(c) No plans or proposals described in this Schedule TO or in any materials sent to the Holders of the Options in connection with this tender offer relate to or would result in the conditions or transactions described in Regulation M-A, Item 1006(c)(1)-(8), and (10). The exercise of the Options pursuant to the Alternative Exercise Option Mechanism would trigger the acquisition by such exercising Holders of additional Ordinary Shares of the Issuer.
Item 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Not applicable.
(b) Not applicable.
(d) Not applicable.
Item 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Please see information set forth under Item 4(b) above.
(b) Please see information set forth under Item 4(b) above.
Item 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) No persons or classes of persons have been directly or indirectly employed, retained, or compensated to make solicitations or recommendations in connection with the Offer.
Item 10. FINANCIAL STATEMENTS.
(a) Incorporated by reference are the Company’s financial statements for the fiscal year ended December 31, 2005 that were furnished in the Company’s Report of Foreign Private Issuer on Form 6-K, dated March 31, 2006. The full text of the Report of Foreign Issuer on Form 6-K, dated March 31, 2006 as well as the other documents the Company has filed with the U.S. Securities and Exchange Commission (“SEC”) prior to, or will file with the SEC subsequent to, the filing of this Tender Offer Statement on Schedule TO can be accessed electronically on the SEC’s website at www.sec.gov.
(b) None.
Item 11. ADDITIONAL INFORMATION.
(a)(1) There are no present or proposed contracts, arrangements, understandings or relationships between the Company and its executive officers, directors or affiliates relating, directly or indirectly, to the Offer other than those described in Item 4(b).
(2) There are no applicable regulatory requirements or approvals needed for the Offer (other than the approval by the Company’s shareholders, which has already been obtained).
(3) There are no applicable anti-trust laws.
(4) The margin requirements of Section 7 are inapplicable.
(5) None.
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(b) None.
Item 12. EXHIBITS.
The following are attached as exhibits to this Schedule TO:
(a)(1)(A) Offer Letter to Option Holders and Letter of Transmittal, dated April 11, 2006 (filed herewith)
(a)(1)(B) Form of Vested Option Lock-Up Agreement
(a)(1)(C) Form of Non-Vested Option Lock-Up Agreement
(a)(1)(D) Form of Irrevocable Proxy
(b) Not applicable.
(d)(1) The Company’s 1995 Stock Option Plan, as amended (filed as Exhibit 10.1 to an amendment to the Company’s Registration Statement on Form F-1, filed with the Securities Exchange Commission on September 11, 2002, and incorporated herein by reference.)
(d)(2) The Company’s 2001 Stock Option Plan (filed as Exhibit 10.31 to the Company’s Registration Statement on Form F-1, filed with the Securities and Exchange Commission on June 14, 2002, and incorporated herein by reference.)
(g) None.
(h) None.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
§ON TRACK INNOVATIONS LTD.
BY: /S/ Oded Bashan
——————————————
Oded Bashan
President & Chief Executive Officer
Date: April 11, 2006
Exhibit (a)(1)(A)
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION CONTEMPLATED HEREIN; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
OFFER LETTER
TO CERTAIN HOLDERS OF
ON TRACK INNOVATIONS LTD.
ORDINARY SHARE OPTIONS
April 11, 2006
In compliance with Rule 13e-4 under the Securities and Exchange Act of 1934, as amended (the “34 Act”), the Board of Directors of On Track Innovations Ltd. (the “Company”), is making an offer (the “Offer”) to each of the Company’s and the Company’s subsidiaries’ employees, and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstanding options to purchase an aggregate of 4,485,017 ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary Shares”) (the “Options”), which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded by the 2001 Share Option Plan, as amended (collectively, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”), to exercise all of his or her outstanding Options into such number of Ordinary Shares (each a “Share” and together, the “Shares”) based on the Black-Scholes pricing model according to the following principles (the “Alternative Option Exercise Mechanism”):
— Each Option tendered shall be exercised without a cash payment into such number of Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company’s shareholders, (based on the Black-Scholes model) and the denominator is the closing market price of the Shares on NASDAQ on such date.
The Company will use the Black-Scholes valuation model, which is intended for use in estimating the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scholes, require the input of subjective assumptions, including the expected stock price volatility and the expected life of the options before exercise, which greatly effect the calculated fair value. The Company has engaged an economic consulting firm to determine the value of the Options pursuant to the Black-Scholes model.
For example, if an employee holds options, the Black-Scholes value of which is $3,008, and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).
Please note the foregoing is only an illustrative example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided below.
— Each Holder who holds Options that are vested in accordance with the original terms of the applicable outstanding Option agreement between the Company and the Holder (“Vested Options”), as of the Offer Date, may, pursuant to the Alternative Option Exercise Mechanism, in accordance with the Offer, exercise Vested Options into Shares (“Vested Option Shares”), provided, however, that such Holder will be required to enter into a thirty-three (33) month lock-up arrangement (the “Vested Option Lock Up Agreement”) with respect to 82.5% of the Vested Option Shares with 7.5% of the Vested Option Shares to be released from the lock-up at the end of each calendar quarter commencing with the first quarter ending after the Offer Date.
— Each Holder who holds Options that are not vested in accordance with the original terms of the applicable Option agreement between the Company and the Holder (“Non-Vested Options”), as of the Offer Date, may, pursuant to the Alternative Option Exercise Mechanism, in accordance with the Offer, exercise Non-Vested Options into Shares (“Non-Vested Option Shares”); provided, however, that such Holder will be required to enter into a lock-up arrangement (the “Non-Vested Option Lock-Up Agreement”) wherein the Non-Vested Option Shares shall be restricted or locked-up in accordance with the vesting period, as provided for in the original terms of the Option agreement, provided, however, that if the vesting of the Non-Vested Options is subject to the Holder’s continued employment or relationship with the Company or the general terms of the Non-Vested Options expire as a result of termination of the Holder’s employment for cause, or due to the Holder’s death or disability (“Non-Vested Option Termination Provisions”), such Non-Vested Option Termination Provisions shall not apply to the Non-Vested Option Shares issued pursuant to the Offer.
— Each Holder will be required to sign an irrevocable proxy (the “Irrevocable Proxy”) pursuant to which the voting rights associated with the Shares shall be granted to the Company’s Chairman on behalf of the Board of Directors, or to whom the Company’s Board of Directors will instruct, until the sale or transfer of the Shares to an unaffiliated third party.
— Each Holder shall have a period of 20 business days from the Offer Date to accept the Offer to exercise all, and not less than all, of his or her outstanding Options (whether Vested Options or Non-Vested Options) pursuant to the Alternative Option Exercise Mechanism. The Offer shall terminate on May 9, 2006 at 12:00 p.m., Israeli time. In the event the Holder does not accept the Offer to exercise Options pursuant to the Alternative Option Exercise Mechanism, the original terms of the Option agreement and the Share Option Plan shall resume and continue to apply.
The commencement date of this Offer is the Offer Date. We are making this Offer upon the terms and subject to the conditions described in this Offer and in the related Letter of Transmittal included with this Offer. You are not required to accept this Offer .
Ordinary Shares of the Company are quoted on the NASDAQ Nation Market under the symbol “OTIV.” On March 21, 2006, the closing price of the Company’s Ordinary Shares as reported by the NASDAQ National Market was $15.04 per Share. We recommend that you obtain current market quotations for the Company’s Ordinary Shares before deciding whether to exercise Options pursuant to the Alternative Option Exercise Mechanism.
The Board of Directors of the Company approved the Alternative Option Exercise Mechanism on February 12, 2006. Further, the shareholders of the Company approved the Alternative Option Exercise Mechanism at an extraordinary meeting of the shareholders on March 21, 2006.
A detailed discussion of the Offer is contained in this Offer Letter.
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IMPORTANT
Any Holder of Options desiring to exercise all, and not less than all, of his or her outstanding Options pursuant to the Alternative Option Exercise Mechanism should complete and sign the Letter of Transmittal or a photocopy thereof in accordance with the instructions in the Letter of Transmittal as well as an executed Vested Option Lock-Up Agreement and an executed Non-Vested Option Lock-Up Agreement, to the extent applicable, and an Irrevocable Proxy, mail or deliver them, and any other required documents, to the Company along with the Letter of Transmittal.
NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION TO ANY HOLDER OF AN OPTION AS TO WHETHER TO EXERCISE ALL OF THE HOLDER’S OPTIONS PURSUANT TO THE ALTERNATIVE OPTION EXERCISE MECHANISM. EACH HOLDER OF AN OPTION MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO EXERCISE ALL OF THE HOLDER’S OPTIONS.
Please direct any questions or requests for assistance, or for additional copies of this Offer, Letter of Transmittal or other materials, in writing, to Mr. Guy Shafran, Chief Financial Officer, at On Track Innovations Ltd., Z.H.R. Industrial Zone, P.O. Box 32, Rosh Pina, Israel 12000, at Facsimile Number (011) 972-4-693-8887.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER HOLDERS SHOULD EXERCISE ALL OF THEIR OPTIONS PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
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TABLE OF CONTENTS
SECTION PAGE
§
§
§
Summary 1
Introduction 3
The Offer 3
§1. Holders, Number of Options, Offer Termination Date 3
§2. Purpose of the Offer 4
§3. Procedures for Exercising Options Pursuant to the Alternative Option Exercise Mechanism 4
§4. Rescission Rights 5
§5. Acceptance of Options Exercised Pursuant to the Alternative Option Exercise Mechanism 6
§6. Price Range of Common Stock 6
§7. Information Concerning the Company; Financial Information 7
§8. Interests of Directors and Officers; Transactions and Arrangements Involving Options 8
§9. Accounting Consequences of the Offer 9
§10. Legal Matters; Regulatory Approvals 10
§11. Material U.S. and Israeli Tax Consequences 10
§12. Extension of Offer; Termination; Amendment 12
§13. Fees and Expenses 12
§14. Risk Factors, Forward Looking Statements 12
§15. Additional Information, Miscellaneous 12
Attachments:
Letter of Transmittal
Vested Lock-Up Agreement
Non-Vested Lock-Up Agreement
Irrevocable Proxy
SUMMARY
This general summary is provided solely for the convenience of Holders of Options and is qualified in its entirety by reference to the full text of and the more specific details contained in this Offer, the related Letter of Transmittal and any amendments hereto and thereto. Capitalized terms used in this summary without definition shall have the meaning ascribed to such terms in this Offer.
The Company On Track Innovations Ltd., an Israeli company, with principal executive offices at Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel, 12000.
The Options The Options were issued pursuant to the terms of the Company's 2001 Share Option Plan or the Company's 1995 Share Option Plan, which was superseded by the 2001 Share Option Plan, as amended. The Options are exercisable pursuant to the terms of each Option agreement between the Company and the Holder. The Company will accept for exercise pursuant to the terms of the Alternative Option Exercise Mechanism outstanding Options validly tendered by Holders in accordance with the terms of the Offer.
Holders Each of the Company's and the Company's subsidiaries' employees, and the Company's directors and office holders excluding "External Directors."
Alternative Option
Exercise Mechanism Each Holder who holds Options as of the Offer Date, may, pursuant to the terms of the Offer, exercise the Options, without a cash payment, into such number of Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company's shareholders (based on the Black-Scholes model) and the denominator is the adjusted closing market price of the Shares on NASDAQ at such date, subject to the other conditions of the Offer.
Exercise Date of Offer May 9, 2006 at 12:00 p.m., Israeli time (the "Exercise Date"), unless extended by the Company.
How to Exercise Options See Section 2. For further information, please contact Mr. Guy Shafran, Chief Financial Officer, On Track Innovations Ltd., Z.H.R. Industrial Zone, P.O. Box 32, Rosh Pina, Israel 12000, in writing, at Facsimile Number (011) 972-4-693-8887.
Rescission Rights The exercise of Options pursuant to the Alternative Option Exercise Mechanism may be rescinded at any time until the Exercise Date of the Offer. See Section 4.
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Purpose of the Offer The purpose of the Offer is to reduce the number of Options outstanding and to provide greater certainty to investors and potential investors regarding the number of Ordinary Shares outstanding.
Market Price of the Options The Company's Ordinary Shares are listed on the NASDAQ National Market under the symbol "OTIV." THE EXISTING OPTIONS ARE NOT LISTED FOR TRADING AND NO MARKET EXISTS FOR SAID OPTIONS.
Termination of Employment or
Relationship with the Company Holders whose employment or relationship with the Company terminates for any reason, or Holders who receive or submit a notice of termination before the Offer expires, will no longer be eligible to participate in the Offer and the Company will not accept such Holder's Options for exercise pursuant to the Alternative Option Exercise Mechanism. The general terms of the Option will continue to apply.
Further Information Please direct any questions or requests for assistance, or for additional copies of this Offer Letter or Letter of Transmittal, or other materials, in writing, to Mr. Guy Shafran, Chief Financial Officer, On Track Innovations Ltd., Z.H.R. Industrial Zone, P.O. Box 32, Rosh Pina, Israel 12000, at Facsimile Number (011) 972-4-693-8887.
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INTRODUCTION
The Board of Directors of On Track Innovations Ltd. and the shareholders of the Company have approved the exercise of Options pursuant to the Alternative Option Exercise Mechanism for a limited period of time, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the “Offer”).
This Offer will commence as of the Offer Date and terminate on the Exercise Date. ON THE EXERCISE DATE OF THE OFFER, THE TERMS AND CONDITIONS OF THE OPTIONS WILL BE RESTORED TO THEIR CURRENT TERMS AND CONDITIONS, AND THE OFFER WILL NO LONGER BE AVAILABLE TO BE ACCEPTED.
As of March 21, 2006, the date the Offer was approved by the Company’s shareholders, the Company had outstanding Options to acquire an aggregate of 4,485,017 Ordinary Shares that were issued pursuant to the Share Option Plan, which are subject to the Offer.
The Company’s Ordinary Shares are listed on the NASDAQ National Market under the symbol “OTIV.” THE OPTIONS ARE NOT LISTED FOR TRADING AND NO MARKET EXISTS FOR SAID OPTIONS.
THE OFFER
Material Risks of Participating In the Offer
Participation in this Offer involves a number of potential risks. Holders should carefully consider these risks and are urged to speak with their personal financial, investment and/or tax advisor as necessary before deciding whether or not to participate in this Offer. In addition, we strongly encourage you to read this Offer in its entirety and review the documents referred to in Sections 7, 14 and 15.
1. HOLDERS, NUMBER OF SHARES, OFFER TERMINATION DATE
Subject to the terms and conditions of the Offer, the Company is seeking the exercise of Options pursuant to the Alternative Option Exercise Mechanism.
A. Holders
“Holders” are employees of the Company or of the Company’s subsidiary, or directors or office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,” as such term is defined in the Israeli Companies Law of 1999) who hold outstanding Options to purchase Ordinary Shares of the Company, which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded by the 2001 Share Option Plan, as amended, as of the Offer Date.
B. Number of Shares
Holders who elect to exercise Options pursuant to the Alternative Option Exercise Mechanism will receive Ordinary Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company’s shareholders, (based on the Black-Scholes model) and the denominator is the closing market price of the Shares on NASDAQ on such date.
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The Company will use the Black-Scholes valuation model, which is intended for use in estimating the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scholes, require the input of subjective assumptions, including the expected stock price volatility and the expected life of the options before exercise, which greatly effect the calculated fair value. The Company has engaged an economic consulting firm to determine the value of the Options pursuant to the Black-Scholes model.
For example, if an employee holds options, the Black-Scholes value of which is $3,008 and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).
Please note the foregoing is only an illustrative example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided above.
C. Period of Offer
The Offer will only be open for a period beginning on the Offer Date and ending on the Exercise Date at which point Options tendered will be deemed exercised. The Company expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to Holders of the Options who have not exercised any Options. There can be no assurance, however, that the Company will exercise its right to extend the Offer. During any such extension, all Options previously exercised pursuant to the Alternative Option Exercise Mechanism will be deemed exercised as of the original Exercise Date.
2. PURPOSE OF THE OFFER
The purpose of the Offer is to reduce the number of Options outstanding and to provide greater certainty to investors and potential investors regarding the number of Ordinary Shares outstanding.
NEITHER THE COMPANY, NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION TO ANY HOLDER OF AN OPTION AS TO WHETHER TO EXERCISE ALL OF THEIR OPTIONS PURSUANT TO THE ALTERNATIVE OPTION EXERCISE MECHANISM. EACH HOLDER OF AN OPTION MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO EXERCISE ALL OF THEIR OPTIONS.
3. PROCEDURE FOR EXERCISING OPTIONS PURSUANT TO THE ALTERNATIVE OPTION EXERCISE MECHANISM
A. Proper Exercise of Options
If you are a Holder on the date that you choose to exercise Options, you may exercise Options at any time before the Exercise Date at which point Options tendered will be deemed exercised. If the Offer is extended beyond the Exercise Date, Holders may exercise Options at any time until the extended exercise date of the Offer has expired, if you remain a Holder on the date you choose to exercise Options.
To validly exercise all outstanding Options pursuant to the Offer, Holders must properly complete and duly execute a Letter of Transmittal or a photocopy thereof in accordance with the instructions in the Letter of Transmittal as well as an executed Vested Option Lock-Up Agreement and an executed Non-Vested Option Lock-Up Agreement, to the extent applicable, and an Irrevocable Proxy, mail or deliver them, and any other required documents, to the Company along with the Letter of Transmittal. so that they are received by the Company at its address set forth below prior to the Exercise Date.
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The method of delivery of all required documents is at the option and risk of the Holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery.
B. Determination of Validity
All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance of any Options exercised will be determined by the Company, in its sole discretion, and its determination shall be final and binding. The Company reserves the absolute right to reject any or all Options exercised that it determines are not in proper form or reject Options exercised that may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in any Options exercised. Neither the Company nor any other person is or will be obligated to give notice of any defect or irregularity in the way in which the Options have been exercised, nor shall any of them, in any circumstance, incur any liability for failure to give any such notice.
The exercise of Options pursuant to the procedure described above will constitute a binding agreement between the Holder and the Company upon the terms and subject to the conditions of the Offer.
C. The Company’s Acceptance Constitutes an Agreement
If you are not notified of a rejection of Options exercised pursuant to the Alternative Option Exercise Mechanism, and the Options are not validly rescinded, you may assume that your properly executed and delivered Letter of Transmittal has been accepted. As soon as practicable, after the Company accepts the Options exercised, the Company will send each Holder who accepted the Offer, the appropriate number of Ordinary Shares pursuant to the Alternative Option Exercise Mechanism. Holders who exercise Options according to the procedures described above, will have accepted the Offer. The Company’s acceptance of Options exercised in accordance with procedures described above, will form a binding agreement between the Holder and the Company on the terms and subject to the conditions of this Offer.
Subject to the Company’s rights to extend, terminate, postpone and/or amend the Offer or to reject Options exercised, the Company currently expects that it will accept, as of the Exercise Date, all properly and timely exercised Options that have not been rescinded. Holders who exercise Options pursuant to the Alternative Option Exercise Mechanism will be required to enter into a Vested Option Lock-Up Agreement and a Non-Vested Option Lock-Up Agreement, to the extent applicable, and an Irrevocable Proxy, which are attached hereto.
4. RESCISSION RIGHTS
Options exercised pursuant to the Alternative Option Exercise Mechanism in accordance with the terms of the Offer may be rescinded at any time prior to the Exercise Date. Thereafter, the exercise of such Options is irrevocable. If the Company extends the period of time during which the Offer is open or is delayed in accepting for exercise any Options for any reason, then, without prejudice to the Company’s rights under the Offer, such Options exercised may not be rescinded except as otherwise provided in this Section 4, subject to applicable law.
To be effective, a written notice of rescission must be timely received by the Company at the address below. Any notice of rescission must specify the Holder who exercised the Options and the desire of the Holder to rescind all of their Options (vested and unvested). In addition, such notice must specify the date the relevant Option agreement was entered into between the Holder and the Company as well as a short summary of the terms of said Option agreement. Rescission may not be cancelled, and Options that are rescinded will thereafter be deemed not validly exercised for purposes of the Offer. However, Options rescinded may be re-exercised by again following one of the procedures described in Section 3 at any time prior to the Exercise Date.
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All questions as to the form and validity (including time of receipt) of any notice of rescission will be determined by the Company, in its sole discretion, which determination shall be final and binding. Neither the Company nor any other person will be under any duty to give notification of any defect or irregularity in any notice of rescission or incur any liability for failure to give any such notification.
5. ACCEPTANCE OF OPTIONS EXERCISED PURSUANT TO THE ALTERNATIVE OPTION EXERCISE MECHANISM AND ISSUANCE OF SHARES
Upon the terms and subject to the conditions of the Offer, from the Offer Date until the Exercise Date (or any extension of such date), the Company will accept validly exercised and not validly rescinded Options. Once the Company has accepted the Options exercised by a Holder, the Options exercised will be deemed such and the Holder will no longer have any rights under those Options. Thereafter, the Ordinary Shares of the Company to be issued upon exercise of such Options pursuant to the Alternative Option Exercise Mechanism will be delivered as promptly as practicable, assuming the Holder is still employed by the Company on the date the Ordinary Shares are issued. If the Offer is extended, then the issuance of the Ordinary Shares will also be extended.
If a Holder exercises Options under this Offer and such Holder’s employment or relationship with the Company terminates for any reason, or if such Holder receives or submits a notice of termination, before the Offer expires, such Holder will no longer be eligible to participate in the Offer, and the Company will not accept Options exercised by such Holder. In that case, generally you may exercise existing Options in accordance with their terms.
If, for any reason, you are no longer a Holder on the grant date of the Shares, you will not receive any Ordinary Shares or any other consideration in exchange for the Options exercised and you will not have any right to reclaim the Options you exercised .
If, for any reason, you are no longer a Holder following the grant date of the Shares, the terms of the Vested Lock-Up Agreement and the Non-Vested Lock-Up Agreement, as applicable, continue to apply .
In all cases, Options will only be accepted for exercise pursuant to the Alternative Option Exercise Mechanism in accordance with the Offer after timely receipt by the Company of a duly executed Letter of Transmittal or manually signed photocopy thereof, an executed Vested Option Lock-Up Agreement and an executed Non-Vested Option Lock-Up Agreement, to the extent applicable, and an Irrevocable Proxy, and any other required documents.
For purposes of the Offer, the Company will be deemed to have accepted Options validly exercised that are not rescinded, unless the Company gives written notice to the Option Holder of its rejection.
6. PRICE RANGE OF COMMON STOCK
There is no established trading market for the Options. The securities underlying the Options are the Ordinary Shares of the Company, which are quoted on the NASDAQ National Market under the symbol “OTIV.” The following table shows, for the periods indicated, the high and low sale prices per share of the Company’s Ordinary Shares as quoted on the NASDAQ national Market:
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§High Low
§
§
§
Fiscal 2006
First Quarter $ 13.19 $ 12.47
Fiscal 2005
Fourth Quarter $ 13.75 $ 13.20
Third Quarter 12.95 12.70
Second Quarter 13.85 13.61
First Quarter 13.13 12.78
Fiscal 2004
Fourth Quarter $ 13.37 $ 12.90
Third Quarter 9.45 8.81
Second Quarter 9.35 8.80
First Quarter 9.31 8.65
At the close of business on March 21, 2006, there were 12,822,700 Ordinary Shares of the Company outstanding. On March 21, 2006, the closing price for the Ordinary Shares of the Company as reported on NASDAQ National Market was $15.04 per share. The Company recommends that Holders obtain current market quotations for the Company’s Ordinary Shares, among other factors, before deciding whether or not to exercise their Options .
7. INFORMATION CONCERNING THE COMPANY; FINANCIAL INFORMATION
A. Information Concerning On Track Innovations Ltd.
The Company designs, develops and sells contactless microprocessor-based smart card products. A smart card is traditionally a credit card-sized plastic card containing a semiconductor chip. The type of semiconductor chip determines the amount of information that the card can store and the number and complexity of applications that can be provided by the card, or how “smart” the card is. The Company’s products support smart cards that contain microprocessor chips which run multiple applications, can be reprogrammed and support high levels of security. A smart card system consists of smart cards, readers that transmit and receive data from the smart card and computers that process data received from the readers.
Except as described herein, there are no present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation; involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company including, but not limited to, any plans or proposals to change the number or the term of directors, to fill any existing vacancy on the Board or to change any material term of the employment contract of any executive officer; (e) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company; (f) any other material change in the Company’s corporate structure or business; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of equity security of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity security of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the 34 Act; or (j) the suspension of the issuer’s obligation to file reports pursuant to Section 15(d) of the 34 Act. The exercise of the Warrants resulting from the temporary reduction of the exercise price would trigger the acquisition by such exercising holders of additional shares of the Ordinary Shares of the Company.
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NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION TO ANY HOLDER OF OPTIONS AS TO WHETHER TO EXERCISE ALL OF THEIR OPTIONS. EACH HOLDER OF OPTIONS MUST MAKE HIS HER OWN DECISION AS TO WHETHER TO EXERCISE THEIR OPTIONS.
B. Financial Information
Incorporated by reference are the Company’s financial statements for the fiscal year ended December 31, 2005 that were furnished in the Company’s Report of Foreign Private Issuer on Form 6-K, dated March 31, 2006. The full text of the Report of Foreign Issuer on Form 6-K, dated March 31, 2006 as well as the other documents the Company has filed with the U.S. Securities and Exchange Commission (“SEC”) prior to, or will file with the SEC subsequent to, the filing of this Tender Offer Statement on Schedule TO can be accessed electronically on the SEC’s website at www.sec.gov.
8. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS INVOLVING OPTIONS
As of the close of business on March 21, 2006, our executive officers and directors (eight persons) as a group held options unexercised and outstanding under the Share Option Plan to purchase a total of 2,137,524 of Ordinary Shares, which represent approximately 12.2% of the Ordinary Shares of the Company on a fully diluted basis subject to all options outstanding under the Stock Option Plan as of that date. It is important to note, however, that External Directors are not considered Holders for purposes of the Offer and, therefore, may not participate in the Offer.
The following table below sets forth the beneficial ownership of each of our executive officers and directors of Options outstanding as of the close of business on March 21, 2006 issued under the Stock Option Plan. The percentages in the table below are based on the total number of outstanding options to purchase Ordinary Shares under the Stock Option Plan, which was 4,758,717 as of the close of business on March 21, 2006.
Name Position Number of
Ordinary Shares
Underlying
Stock
Options Percentage of
Total
Outstanding
Stock
Options
§
§
§
Oded Bashan Chairman of the Board of Directors,
President and
Chief Executive Officer 1,061,250 22.3 %
Ronnie Gilboa Director and
Vice President of Projects 231,500 4.9 %
Ohad Bashan Director and Chief Marketing Officer 494,707 10.4 %
Guy Shafran Chief Financial Officer 97,067 2.1 %
Eli Akavia Independent Director 65,000 1.4 %
Professor Liora Katzenstein External Director 69,500 1.5 %
Eliezer Manor External Director 78,500 1.7 %
Shlomo Toussia-Cohen External Director 40,000 0.8 %
Total 2,137,524 44.9 %
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Neither the Company nor, to the best of the Company’s knowledge, any of the Company’s executive officers or directors, nor any affiliates of the Company, were engaged in transactions involving options to purchase Ordinary Shares or purchases under the Stock Option Plan, or in transactions involving Ordinary Shares during the past 60 days before and including the Offer Date.
9. ACCOUNTING CONSEQUENCES OF THE OFFER
The Company is required to apply Statement of Financial Accounting Standards “Share-Based Payment” (“SFAS 123(R)”) as of the first annual reporting period that begins after June 15, 2005. SFAS No. 123(R) requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. The Company has adopted SFAS No. 123(R) using the “modified prospective” method.
In accordance with SFAS No. 123(R), the Company considers the Offer as short-term inducement. A short-term inducement shall be accounted for as a modification of the terms of only the awards of employees who accept the inducement. A modification of the terms or conditions of an equity award shall be treated as an exchange of the original award for a new award. In substance, the Company repurchases the original instruments – options, by issuing new instruments — shares. The effects of the modification shall be measured as follows:
— Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of SFAS No. 123(R) over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date.
— Total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied. Thus, the total compensation cost measured at the date of a modification shall be (1) the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus (2) the incremental cost resulting from the modification.
Since the fair market value of the Company’s Ordinary Shares newly issued to each employee equals the fair value of the options repurchased from him/her (estimated using the Black-Scholes valuation model), no incremental compensation cost shall be recognized pursuant to this Offer.
The Company will use the Black-Scholes valuation model, which is intended for use in estimating the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scholes, require the input of subjective assumptions, including the expected stock price volatility and the expected life of the options before exercise, which greatly effect the calculated fair value. The Company has engaged an economic consulting firm to determine the value of the Options pursuant to the Black-Scholes model.
For example, if an employee holds options, the Black-Scholes value of which is $3,008, and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).
Please note the foregoing is only an illustrative example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided in the Offer Letter.
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10. LEGAL MATTERS; REGULATORY APPROVALS
The Company is not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by the Offer, or of any approval or other action by any government or regulatory authority or agency that is required for completion of the Offer. The Company has received shareholder approval to conduct the Offer. If any other approval or action should be required, we presently intend to seek the approval or take the action. This could require us to delay the acceptance of exercised Options. The Company cannot assure Holders that it will be obtain the required approval or take any other required action. The Company’s failure to obtain any required approval or take any required action might result in harm to our business or delay in the Offer. The company’s obligation under the Offer is subject to conditions, including the conditions described in Section 6.
11. MATERIAL U.S. AND ISRAELI TAX CONSEQUENCES
The following is a general summary of the material tax consequences of exercising the Options pursuant to the Alternative Option Exercise Mechanism. Before accepting the Offer, we recommend that you consult with your tax advisor to determine the federal, state, local and foreign tax consequences of electing to participate in the Offer . Actual tax liability or any penalties as a result of a failure to timely remit the proper amount of taxes will be the responsibility of the Holder.
A. Material U.S. Tax Consequences
i Consequences to Holders Who Do Not Accept the Offer.
The U.S. federal income tax consequences to a Holder who does not accept the Offer to exchange his or her options for Ordinary Shares of the Company are not settled. In the case of Holders who currently hold incentive stock options (“ISOs”), the Company believes that in most cases the Options will lose their status as ISOs and will be treated as nonqualified stock options (“NSOs”). ISO status may, however, be retained in the case of Options whose exercise price exceeds the fair market value of the Company’s Ordinary Shares during the period that the Offer is open.
Furthermore, Holders whose Options have an exercise price which is less than the fair market value of the Company’s Ordinary Shares at any time during the exchange period and who do not accept the Offer may be subject to adverse tax consequences under Section 409A of the U.S. Internal Revenue Code (“§ 409A”). Generally speaking, under § 409A tax penalties will be imposed on the holder of NSOs having an exercise price less than the fair market value of the underlying shares as of the time the options were created or later modified. The Company’s Offer may be treated as a modification of (a) existing NSOs and, (b) as discussed above, of ISOs that cause such ISOs both to be treated as NSOs and to be treated as modified at the time of the Offer. Under such an analysis, § 409A may be violated with respect to Options that have an exercise price less than current fair market value. In the case of a violation of § 409A, the Holder of an Option would be subject to taxation during 2006, or during such later year that the Option vests. The Holder would be subject to tax at such time at ordinary income rates on the value of his, her or its Options (even though they have not been exercised) plus a 20% penalty tax imposed on such value.
Holders are urged to consult their tax advisors concerning these and other possible tax consequences before deciding not to accept the Offer.
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ii Consequences to Holders Who Accept the Offer.
Generally speaking, a person who accepts the Offer will be subject to current taxation at ordinary income rates on the value of the ordinary shares that he or she receives in exchange for his or her Options. U.S. federal (and, in most cases, state) income tax withholding will apply, as well as federal social security (FICA) tax withholding. His or her tax basis in the shares received will equal the amount of income recognized. Any future gain or loss on the shares received will be treated as short-term or long-term capital gain or loss, depending on the holding period of such shares. (However, it is possible that the Holders of Ordinary Shares issued upon the acceptance of the Offer with respect to ISOs, with an exercise price in excess of the current fair market value of the Ordinary Shares of the Company, may be entitled to treat a portion of the Shares they receive as continuing to be subject to the ISO rules; such persons should consult their tax advisors regarding the tenability of such a position.)
The Company believes that holders who accept the Offer will not be subject to any adverse tax consequences under § 409A. However, there is no authority directly addressing the applicability of § 409A to an exchange offer of this sort, and Holders are urged to consult with their tax advisors in that regard, as well as concerning all other aspects of the tax treatment to them under U.S. federal, state and other applicable law of accepting or declining the Offer.
B. Material Israeli Tax Consequences
i Consequences to Holders Who Do Not Accept the Offer.
The Company believes that if a Holder elects not to accept the Offer, under Israeli law, no taxable event will be triggered and the Holders will be taxed only upon exercise of the Options. The income realized will be treated as labor income.
Nevertheless, Holders are urged to consult their tax advisors concerning these and other possible tax consequences before deciding not to accept the Offer.
ii Tax Consequences to Holders Who Accept the Offer.
Generally speaking, acceptance of the Offer by a Holder involves the exchange of Options with Ordinary Shares, and could be considered a taxable event according to the Israeli Income Tax Ordinance (“ITO”). The Company believes that, without a ruling from the Israeli Tax Authorities (“ITA”) to the contrary, the ITA will deem such exchange a taxable event and the benefit derived from such exchange will be treated as labor income.
The Company has approached the ITA with regard to securing such a ruling, and if the Company is successful in obtaining such a ruling, a Holder who accepts the Offer may defer the taxable event to the date the Holder transfers or sells the Ordinary Shares issued pursuant to the Offer or receives said Ordinary Shares from the trustee (as set forth below), and the tax rate applied at that time will be the same as that applied to labor income.
Such a ruling, if obtained, will be subject to several limitations, however, both substantial and technical in nature, including a requirement that the Ordinary Shares issued pursuant to the terms of the Offer be held by a trustee. The Holders, the trustee and the Company may also be required to confirm in writing their compliance with the terms of the ruling.
Nevertheless, Holders are urged to consult their tax advisors concerning these and other possible tax consequences before deciding not to accept the Offer.
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12. EXTENSION OF OFFER; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion and at any time or from time to time, to extend the period of time during which the Offer is open. There can be no assurance, however, that the Company will exercise its right to extend the Offer. During any such extension, all Options previously exercised will be deemed exercised as of the original Exercise Date. The Company also expressly reserves the right, in its sole discretion, (i) to terminate the Offer and not accept for exercise any Options not theretofore accepted by giving written notice of such termination to the Holders of the Options; and (ii) at any time or form time to time to amend the Offer in any respect. Upon such termination of the Offer, the original terms of the Option agreement will resume and continue to apply. Amendments to the Offer will be made by written notice thereof to the Holders. Material changes to information previously provided to Holders in this Offer or in documents furnished subsequent thereto will be disseminated to Holders. Also, should the Company, pursuant to the terms and conditions of the Offer, materially amend the Offer, the Company will ensure that the Offer remains open long enough to comply with U.S. Federal securities laws. It is possible that such changes could involve an extension of the Offer of up to 10 additional business days.
If the Company materially changes the terms of the Offer or the information concerning the Offer, or it waives a material condition of the Offer, the Company will extend the Offer to the extent required under applicable law. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price, change in dealer’s soliciting fee or change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information.
13. FEES AND EXPENSES
The Company will not pay any fees or commissions to any broker, dealer or other person asking Holders to exercise their Options in connection with this Offer.
14. RISK FACTORS, FORWARD LOOKING STATEMENTS
In addition to those risks discussed in this Offer, information concerning risk factors included in the Company’s Annual Report on Form 20-F for year ended December 31, 2004 is incorporated by reference herein. Additional risks and uncertainties not presently know to the Company or that the Company currently deems immaterial also may impair our business options. If any risks occur, our business could be harmed. In that event, the trading price of our Ordinary Shares could decline.
15. ADDITIONAL INFORMATION, MISCELLANEOUS
The Company has filed with the SEC a Tender Offer Statement on Schedule TO, of which this Offer is a part. This Offer does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that Holders review the Schedule TO, including the exhibits, and the Company’s other materials that have been filed with the SEC before making a decision on whether to accept the Offer.
The Company will assess whether it is permitted to make the Offer in all jurisdictions. In the event that determines that it is not legally able to make the Offer in a particular jurisdiction, the Company reserves the right to withdraw the Offer in that particular jurisdiction and the Company will inform Holders of this decision. If the Company withdraws the Offer in a particular jurisdiction, the Offer will not be made to, or will amendments be accepted from or on behalf of the Holders residing in that jurisdiction.
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The Board of Directors of the Company recognizes that the decision to accept or reject this Offer is an individual one that should be based on a variety of factors and Holders should consult with personal advisors if Holders have questions about their financial or tax situation. The information about this Offer from the Company is limited to this document.
The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files and furnished reports and other information with the Commission. All reports and other documents the Company has filed with the SEC, including the Schedule TO relating to the Offer, or will file with the SEC in the future can be accessed electronically on the SEC’s website at www.sec.gov.
Sincerely,
§
On Track Innovations Ltd.
Z.H.R. Industrial Zone
P.O. Box 32
Rosh-Pina, Israel, 12000
(011) 972-4-686-8000
Circular 230 Disclaimer: The tax law is very complex. The foregoing contains statements regarding general tax principles that may not be specific to your tax situation. This advice was not intended or written to be used by you or any other Holder for the purpose of avoiding tax penalties that might be imposed on you or such other Holder. The advice was written to encourage you to exercise Options pursuant to the Alternative Option Exercise Mechanism as described herein. You should seek advice based on your own particular circumstances from you independent tax advisor with respect to federal, state, local and foreign tax consequences of electing to participate in the Offer. This disclaimer is required by the Internal Revenue Service’s Circular 230.
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LETTER OF TRANSMITTAL
TO EXERCISE OPTIONS
OF
ON TRACK INNOVATIONS LTD.
PURSUANT TO THE OFFER
April 11, 2006
THE OFFER AND RESCISSION RIGHTS EXPIRE
AT 12:00 P.M., ISRAELI TIME ON MAY 9, 2006 UNLESS THE OFFER IS EXTENDED
To: On Track Innovations Ltd.
Z.H.R. Industrial Zone
P.O. Box 32
Rosh Pina, Israel 12000
Tel. No.: (011) 972-4-686-8000
DESCRIPTION OF OPTIONS TO BE EXERCISED AND
NAME(S) AND ADDRESS(ES) OF HOLDER(S)
(Please Specify Options Exercised)
(Attach Signed Additional List if Necessary)
Grant Date Exercise Price Number of
Options
Exercised Number of Shares Underlying
Exercised Options Number of
Shares to be
Received Under
the Alternative
Option Exercise
Mechanism (to
be Completed
by Company)
Number of
Vested Options Number of
Unvested
Option
§
§
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL,
INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY
Ladies and Gentlemen:
The undersigned hereby exercises Options to purchase Ordinary Shares of On Track Innovations Ltd., an Israeli company (the “Company”), as described above, pursuant to the Alternative Option Exercise Mechanism in accordance with the Company’s Offer, dated April 11, 2006, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the “Offer”). All terms used in this Letter of Transmittal, but not defined have the meaning given them in the Offer.
In compliance with Rule 13e-4 under the Securities and Exchange Act of 1934, as amended (the “34 Act”), the Board of Directors of On Track Innovations Ltd. (the “Company”), is making an offer (the “Offer”) to each of the Company’s and the Company’s subsidiaries’ employees, and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstanding options to purchase an aggregate of 4,485,017 ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary Shares”) (the “Options”), which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded by the 2001 Share Option Plan, as amended (collectively, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”), to exercise all of his or her outstanding Options into such number of Ordinary Shares (each a “Share” and together, the “Shares”) based on the Black-Scholes pricing model according to the following principles (the “Alternative Option Exercise Mechanism”):
— Each Option tendered shall be exercised without a cash payment into such number of Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company’s shareholders, (based on the Black-Scholes model) and the denominator is the closing market price of the Shares on NASDAQ on such date.
The Company will use the Black-Scholes valuation model, which is intended for use in estimating the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scholes, require the input of subjective assumptions, including the expected stock price volatility and the expected life of the options before exercise, which greatly effect the calculated fair value. The Company has engaged an economic consulting firm to determine the value of the Options pursuant to the Black-Scholes model.
For example, if an employee holds options, the Black-Scholes value of which is $3,008, and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).
Please note the foregoing is only an illustrative example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided in the Offer Letter.
— Each Holder who holds Options that are vested in accordance with the original terms of the applicable outstanding Option agreement between the Company and the Holder (“Vested Options”), as of the Offer Date, may, pursuant to the Alternative Option Exercise Mechanism, in accordance with the Offer, exercise Vested Options into Shares (“Vested Option Shares”), provided, however, that such Holder will be required to enter into a thirty-three (33) month lock-up arrangement (the “Vested Option Lock Up Agreement”) with respect to 82.5% of the Vested Option Shares with 7.5% of the Vested Option Shares to be released from the lock-up at the end of each calendar quarter commencing with the first quarter ending after the Offer Date.
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— Each Holder who holds Options that are not vested in accordance with the original terms of the applicable Option agreement between the Company and the Holder (“Non-Vested Options”), as of the Offer Date, may, pursuant to the Alternative Option Exercise Mechanism, in accordance with the Offer, exercise Non-Vested Options into Shares (“Non-Vested Option Shares”); provided, however, that such Holder will be required to enter into a lock-up arrangement (the “Non-Vested Option Lock-Up Agreement”) wherein the Non-Vested Option Shares shall be restricted or locked-up in accordance with the vesting period, as provided for in the original terms of the Option agreement, provided, however, that if the vesting of the Non-Vested Options is subject to the Holder’s continued employment or relationship with the Company or the general terms of the Non-Vested Options expire as a result of termination of the Holder’s employment for cause, or due to the Holder’s death or disability (“Non-Vested Option Termination Provisions”), such Non-Vested Option Termination Provisions shall not apply to the Non-Vested Option Shares issued pursuant to the Offer.
— Each Holder will be required to sign an irrevocable proxy (the “Irrevocable Proxy”) pursuant to which the voting rights associated with the Shares shall be granted to the Company’s Chairman on behalf of the Board of Directors, or to whom the Company’s Board of Directors will instruct, until the sale or transfer of the Shares to an unaffiliated third party.
— Each Holder shall have a period of 20 business days from the Offer Date to accept the Offer to exercise all, and not less than all, of his or her outstanding Options (whether Vested Options or Non-Vested Options) pursuant to the Alternative Option Exercise Mechanism. The Offer shall terminate on May 9, 2006 at 12:00 p.m., Israeli time. In the event the Holder does not accept the Offer to exercise Options pursuant to the Alternative Option Exercise Mechanism, the original terms of the Option agreement and the Share Option Plan shall resume and continue to apply.
Subject to and effective upon acceptance of the Options exercised hereby in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby exercises all of his or her Options pursuant to the Alternative Option Exercise Mechanism.
The undersigned understands that if he or she validly exercised their Options, and their Options are accepted, the undersigned will receive Ordinary Shares of the Company in accordance with the Alternative Option Exercise Mechanism.
The undersigned understands that he or she is required to execute the Vested Option Lock-Up Agreement, the Non-Vested Option Lock-Up Agreement, or both, which are attached hereto. YOU MUST RETURN AN EXECUTED VESTED OPTION LOCK-UP AGREEMENT, AN EXECUTED NON-VESTED OPTION LOCK-UP AGREEMENT, OR BOTH (DEPENDING ON WHETHER YOU HOLD VESTED OPTIONS, NON-VESTED OPTIONS OR BOTH), WITH THIS LETTER OF TRANSMITTAL TO VALIDLY ACCEPT THE OFFER.
The undersigned understands that he or she is required to execute the Irrevocable Proxy attached hereto pursuant to which the voting rights associated with the Shares issued shall be granted to the Company’s Chairman on behalf of the Board of Directors, or to whom the Company’s Board of Directors will instruct, until the transfer or sale of the Shares to an unaffiliated third party. YOU MUST RETURN AN EXECUTED IRREVOCABLE PROXY WITH THIS LETTER OF TRANSMITTAL TO VALIDLY ACCEPT THE OFFER.
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The undersigned acknowledges that the Company has advised him or her to consult with his or her own advisors as to the consequences of participating or not participating in the Offer.
The undersigned understands that if a he or she exercises all of their Options under the Offer and his or her employment or relationship with the Company terminates for any reason, or if he or she receives or submits a notice of termination, before the Offer expires, he or she will no longer be eligible to participate in the Offer, and the Company will not accept Options exercised by him or her.
The undersigned understands that in accordance with Section 12 of the Offer, the Company may terminate, modify or amend the Offer and postpone its acceptance of any Options and the issuance of Ordinary Shares pursuant to the Alternative Option Exercise Mechanism. In any such event, the undersigned understands that the Options exercised, but not accepted, will remain in effect with their current terms and conditions.
The undersigned understands that he or she must exercise all, and not less than all, of their Options (whether vested or unvested) in order to participate in the Offer.
The undersigned understands that the exercising of their Options is entirely voluntary, and the undersigned is aware that he or she may rescind any Options exercised at any time until the Offer expires as described in the Offer. The undersigned understands that the decision to exercise their Options will be irrevocable after May 9, 2006 at 12:00 p.m., Israeli time.
The undersigned hereby represents and warrants to the Company that:
(a) the undersigned has received the Offer documents;
(b) the undersigned has full power and authority to exercise the Options;
(c) on request, the undersigned will execute and deliver any additional documents the Company deems necessary or desirable to complete the exercise of the Options;
(d) the undersigned understands that exercising the Options in accordance with the term of the Offer and with the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer; and
(e) the undersigned has read and agrees to all of the terms of the Offer.
All authorities conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned. Except as stated in the Offer, the exercise of the Options irrevocable.
The name(s) and address(es) of the Option Holder(s) should be printed below, exactly as they appear on the Option agreement exercised hereby. The grant number, the grant date, the exercise price, the number of Options exercised, whether the Options are vested, non-vested or both, and the number of Ordinary Shares currently underlying the Options should be set forth in the appropriate boxes above.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL OPTION HOLDER(S))
__________________________________________________
(Signature of Holder(s))
Dated: ______________________, 2006
Name(s)__________________________________________________ (please print)
Address(es)__________________________________________________
Telephone number: ___________________________________________
(Must be signed by the Holder(s) exactly as name(s) appear(s) on the Option grant or agreement or by person(s) authorized to act on behalf of the Holder(s) by certificate(s) and documents transmitted with his Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.)
YOU MUST SUBMIT THE FOLLOWING WITH THIS LETTER OF TRANSMITTAL TO VALIDLY ACCEPT THE OFFER:
A. LOCK-UP AGREEMENT (form enclosed)
B. IRREVOCABLE PROXY (form enclosed)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL
PROCEDURES. This Letter of Transmittal is to be used to notify the Company of the Holder’s acceptance of the Offer to exercise Options pursuant to the Alternative Option Exercise Mechanism. To validly exercise all outstanding Options pursuant to the Offer, Holders must properly complete and duly execute a Letter of Transmittal or a photocopy thereof in accordance with the instructions in the Letter of Transmittal as well as execute a Vested Option Lock-Up Agreement and execute a Non-Vested Option Lock-Up Agreement, to the extent applicable, and execute an Irrevocable Proxy, mail or deliver them, and any other required documents, to the Company along with the Letter of Transmittal so that they are received by the Company at its address set forth below prior to the Expiration Date (as defined in the Offer).
THE METHOD OF DELIVERY OF ALL DOCUMENTS, IS AT THE OPTION AND RISK OF THE TENDERING OPTION HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent exercise of the Options, except as expressly provided in the Offer. Holders exercising Options, by execution of this Letter of Transmittal (or a photocopy of it), waive any right to receive any notice of the acceptance.
2. INADEQUATE SPACE. If the space provided in the boxes provided for above is inadequate, the required information should be listed on a separate signed schedule and attached to this Letter of Transmittal.
3. SIGNATURES ON LETTER OF TRANSMITTAL.
(a) If this Letter of Transmittal is signed by the Holder of the Options exercised hereby, the signature(s) must correspond exactly with the name(s) provided in the Option grant or agreement.
(b) If the Options are held by two or more persons or Holders, all such persons or Holders must sign this Letter of Transmittal.
(c) If any Options exercised are registered in different names in more than one Option grant or agreement, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or photocopies of it) as there are different Option grants or agreements.
(d) If this Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of the authority so to act. If the Option has been granted in the fiduciary or representative capacity, no additional documentation will be required.
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4. IRREGULARITIES. All questions as to the number of Options exercised and accepted by the Company, the validity, form, eligibility (including time of receipt) and acceptance for exercise of any Options will be determined by the Company in its sole discretion, which determinations shall be final and binding on all parties. The Company reserves the absolute right to reject any or all Options exercised it determines not to be in proper form or to reject those Options, which when exercised may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Options, and the Company’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No Options will be deemed to be properly exercised until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with Options exercised must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in the way in which the Options have been exercised and none of them will incur any liability for failure to give any such notice.
5. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Please direct any questions or requests for assistance, or for additional copies of the Offer and this Letter of Transmittal, or other materials, in writing, to:
Mr. Guy Shafran
On Track Innovations Ltd.
Z.H.R. Industrial Zone
P.O. Box 32
Rosh Pina, Israel 12000
Facsimile No.: (011) 972-4-693-8887
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A PHOTOCOPY THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER).
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Exhibit (a)(1)(B)
April ___, 2006
Mr. Oded Bashan
Chairman of the Board of Directors,
President and Chief Executive Officer
On Track Innovations Ltd.
Z.H.R. Industrial Zone
P.O. Box 32
Rosha Pina, Israel 12000
Re: Vested Option Lock-Up Agreement
Dear Mr. Bashan:
The undersigned, a Holder, has exercised Options that are fully vested in accordance with the original terms of the applicable outstanding Option agreement between the Company and the Holder (“Vested Options”) pursuant to the terms of an offer (the “Offer”) extended by the Board of Directors of On Track Innovations Ltd. (the “Company”) to each of the Company’s and the Company’s subsidiaries’ employees, and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstanding Vested Options to purchase ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary Shares”), which were issued by the Company pursuant to the terms of the 2001 Share Option Plan or the 1995 Share Option Plan, which was superseded by the 2001 Share Option Plan, as amended (collectively, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”), to exercise all of his or her outstanding Vested Options (and other Non-Vested Options) into such number of Ordinary Shares (each a “Vested Option Share” and together the “Vested Option Shares”) based on the Black-Scholes pricing model according to the principles set forth in the offer letter (the “Offer Letter”) dated April 11, 2006 received by the Holder (the “Alternative Option Exercise Mechanism”).
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Offer documents, including, but not limited to the Tender Offer Statement filed on Schedule TO with the U.S. Securities and Exchange Commission on April 12, 2006, the Offer Letter and the related Letter of Transmittal.
In recognition of the benefit that the Offer will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Company, the undersigned will not, for a period of thirty-three (33) months, commencing on the Exercise Date, as that term is defined in the Offer Letter, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose of or transfer, the Vested Option Shares issued pursuant to the Alternative Option Exercise Mechanism or (2) enter into any swap or other derivative transaction that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of 82.5% of the Vested Option Shares, whether any such transaction or swap described in clause (1) or (2) above is to be settled by delivery of the Vested Option Shares, in cash or otherwise. Notwithstanding the foregoing, this Lock-Up Agreement shall initially apply only to 82.5% of the Vested Option Shares as set forth above (rounded up to the nearest whole Vested Option Share) and, beginning on June 30, 2006, and at the end of each September, December, March and June thereafter, an additional 7.5% of the Vested Option Shares (rounded down in each case to the nearest whole Vested Option Share) shall no longer be subject to the terms of this Vested Option Lock-Up Agreement.
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, is hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Vested Option Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Vested Option Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
The undersigned understands that, if the Offer is terminated or the undersigned rescinds the exercise of the Vested Options in accordance with the terms of the Offer prior to issuance of the Vested Option Shares, the undersigned shall be released from all obligations under this Vested Option Lock-Up Agreement.
The undersigned understands that this Vested Option Lock-Up Agreement is irrevocable and that the Company is proceeding with the Offer in reliance upon this agreement.
This Vested Option Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of Israel.
§Very truly yours,
Signature: _________________________
Print Name: _________________________
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Exhibit (a)(1)(C)
April ___, 2006
Mr. Oded Bashan
Chairman of the Board of Directors,
President and Chief Executive Officer
On Track Innovations Ltd.
Z.H.R. Industrial Zone
P.O. Box 32
Rosh Pina, Israel 12000
Re: Non-Vested Lock-Up Agreement
Dear Mr. Bashan:
The undersigned, a Holder, has exercised Options that are not fully vested (“Non-Vested Options”) in accordance with the original terms of the applicable outstanding Option agreement(s) between the Company and the Holder (the “Option Agreement(s)”) pursuant to the terms of an offer (the “Offer”) extended by the Board of Directors of On Track Innovations Ltd. (the “Company”) to each of the Company’s and the Company’s subsidiaries’ employees, and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstanding Non-Vested Options to purchase ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary Shares”), which were issued by the Company pursuant to the terms of the 2001 Share Option Plan or the 1995 Share Option Plan, which was superseded by the 2001 Share Option Plan, as amended (collectively, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”), to exercise all of his or her outstanding Non-Vested Options (and other Vested Options) into such number of Ordinary Shares (each a “Non-Vested Option Share” and together the “Non-Vested Option Shares”) based on the Black-Scholes pricing model according to the principles set forth in the offer letter (the “Offer Letter”) dated April 11, 2006 received by the Holder (the “Alternative Option Exercise Mechanism”).
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Offer documents, including, but not limited to the Tender Offer Statement filed on Schedule TO with the U.S. Securities and Exchange Commission on April 12, 2006, the Offer Letter and the related Letter of Transmittal.
In recognition of the benefit that the Offer will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Company, the undersigned will not, for a period equal to the remainder of the vesting period as provided for in the original terms of the Option Agreement(s), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose of or transfer, the Non-Vested Option Shares issued pursuant to the Alternative Option Exercise Mechanism or (2) enter into any swap or other derivative transaction that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the Non-Vested Option Shares, whether any such transaction or swap described in clause (1) or (2) above is to be settled by delivery of the Non-Vested Option Shares, in cash or otherwise. Upon expiration of the vesting period as described in the applicable Option Agreement(s), the Non-Vested Option Shares shall no longer be subject to the terms of this Non-Vested Option Lock-Up Agreement. However, if the vesting of the Non-Vested Options is subject to the Holder’s continued employment or relationship with the Company or the general terms of the Non-Vested Options expire as a result of termination of the Holder’s employment for cause, or due to the Holder’s death or disability (“Non-Vested Option Termination Provisions”), such Non-Vested Option Termination Provisions shall not apply to the Non-Vested Option Shares issued pursuant to the Offer and such Non-Vested Options Shares remain restricted or locked-up until the expiration of the vesting period, despite the applicability of any Non-Vested Option Termination Provisions.
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, is hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Non-Vested Option Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Non-Vested Option Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
The undersigned understands that, if the Offer is terminated or the undersigned rescinds the exercise of the Non-Vested Options in accordance with the terms of the Offer prior to issuance of the Non-Vested Option Shares, the undersigned shall be released from all obligations under this Non-Vested Option Lock-Up Agreement.
The undersigned understands that this Non-Vested Option Lock-Up Agreement is irrevocable and that the Company is proceeding with the Offer in reliance upon this agreement.
This Non-Vested Option Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of Israel.
§Very truly yours,
Signature: _______________________
Print Name: _______________________
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Exhibit (a)(1)(D)
IRREVOCABLE PROXY
The undersigned shareholder (“Shareholder”) of On Track Innovations Ltd., an Israeli company (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints the Company’s Chairman on behalf of the Board of Directors, or whom the Company’s Board of Directors will instruct, as the sole attorneys-in-fact and proxies of the undersigned with full power of substitution and re-substitution, to vote and exercise all voting and related rights with respect to, and to grant consent or approval in respect of (in each case, to the full extent that the undersigned is entitled to do so), all of the ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary Shares”) issued to the undersigned pursuant to the offer (the “Offer”) made by the Company on April 11, 2006 pursuant to Tender Offer Statement filed on Schedule TO with the U.S. Securities and Exchange Commission on April 12, 2006, to each of the Company’s and the Company’s subsidiaries’ employees, and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”), who hold outstanding options to purchase an aggregate of 4,485,017 ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary Shares”) (the “Options”), which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded by the 2001 Share Option Plan, as amended (collectively, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”) to exercise all of his or her outstanding Options into such number of Ordinary Shares (each a “Share” and together, the “Shares”) based on the Black-Scholes pricing model according to the principles set forth in the offer letter (the “Offer Letter”), dated April 11, 2006, and received by the Holder (the “Alternative Option Exercise Mechanism”).
Any and all prior proxies heretofore given by the undersigned with respect to any of the Shares are hereby revoked and the undersigned hereby covenants and agrees not to grant any subsequent proxies with respect to any Shares. Capitalized terms used and not defined herein have the meanings assigned to them in the Offer documents, including, but not limited to, the Tender Offer Statement filed on Schedule TO with the U.S. Securities and Exchange Commission on April 12, 2006, the Offer Letter and the related Letter of Transmittal, which are hereby incorporated by reference herein.
This Proxy is irrevocable (to the fullest extent permitted by law) and is granted as part of the Offer.
The attorneys-in-fact and proxies named above are hereby authorized and empowered by the undersigned to act as the undersigned’s attorney-in-fact and proxy to vote the Shares and to exercise all voting , consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special, adjourned or postponed meeting of the shareholders of the Company and in every written consent in lieu of such meeting until the sale or transfer of the Shares to a third party who is not a member of the Holder’s immediate family and is not owned or controlled by Holder or a member of Holder’s immediate family, as described in the Offer documents (the “Termination Date”). Immediately following the Termination Date, the attorneys-in-fact and proxies named above may not exercise this Proxy with respect to any matter.
Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.
In the event the Shareholder is an officer or director of the Company, nothing in this Proxy shall be construed as preventing or otherwise affecting any actions taken by Shareholder in his or her capacity as an officer or director of the Company or in any of its subsidiaries or from fulfilling the obligations of such office (including without limitation, the performance of obligations required by the fiduciary obligations of Shareholder acting solely in his or her capacity as an officer or director).
This Proxy shall terminate, and be of no force or effect, immediately following the Termination Date.
Date: ________________
——————————————
Signature
——————————————§
Print Name
——————————————
——————————————
Address
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Hannover / Beirut, CeBIT 2006 (9. – 15. März 2006) – Sagem Orga ist exklusiver Lieferant der Technologie und Chipkarten für die aktuelle Einführung der MasterCard PayPass im Libanon durch die Fransabank.
Die Fransabank zählt zu den fünf führenden Banken im Libanon. Im Rahmen eines Piloten erhielten ausgewählte Kunden der Fransabank ihre Chipkarte mit kontaktloser PayPass Funktion bereits im Februar 2006. Aktuell plaziert die Fransabank bereits einen Folgeauftrag bei Sagem Orga.
"Wir sind stolz darauf, als dritte Bank weltweit PayPass einzuführen, dabei sind wir Pionier für die neue Zahlungstechnologie in unserem Land und unserer Region. Mit PayPass profitieren unsere Kunden erstmalig von einer kontaktlosen und vor allem schnellen und bequemen Zahlungsmethode. Das Projekt festigt unsere führende Position in der lokalen Bankindustrie sowie explizit im Chipkartenmarkt", sagt Nadim Kassar, Deputy General Manager der Fransabank.
PayPass basiert auf einem Multos Mchip in der 32 k EEPROM Version. Die Chipkarte bietet durch die Kombination kontaktbehafteter und kontaktloser Anwendungen echte Multifunktionalität.
"Das Projekt ist eines der wichtigsten Vorhaben für Sagem Orga in der Region. Basierend auf unserem existieren EMV Dual Interface Produkten, welche neben Taiwan und Malaysia nun auch im Mittleren Osten eingesetzt werden, konnten wir erneut einen Meilenstein in der erfolgreichen Einführung kontaktlosen Bezahlens erreichen. Sagem Orga arbeitet derzeit an weiteren PayPass Projekten und wird mit den zusätzlichen Möglichkeiten der Sagem-Gruppe zukünftig ein wesentlicher Treiber in der Umsetzung innovativer Finanzlösungen sein", so Silvio Stockmann, Geschäftsbereichsleiter Banken bei Sagem Orga.
Die PayPass Chipkarte kommt erstmalig im Mittleren Osten zum Einsatz. Sie wird sowohl als klassische Kreditkarte als auch an ausgewählten Kartenterminals mit ihrer kontaktlosen Funktion PayPass genutzt. Dabei entfällt die Unterschrift des Zahlungsbelegs sowie die Eingabe einer Geheimzahl.
MasterCard PayPass ist ein kontaktloses Bezahlprogramm, das dem Nutzer die Bezahlung per Karte erheblich vereinfacht (The Simpler Way to Pay). Mit der PayPass Anwendung tätigen Karteninhaber ihre Zahlungsvorgänge schnell und bequem an kontaktlosen Kartenlesern. Dabei tippt der Nutzer seine Karte lediglich kurz an das Kartenlesegerät oder führt sie darüber hinweg. Das bisherige Stecken der Karte wird bei diesem kontaktlosen Bezahlverfahren überflüssig.
Die Karten enthalten einen RFID Chip, der Signale aussendet, die von speziellen Lesegeräten empfangen werden. Die neue Lösung ist ideal für Transaktionen, bei denen es auf hohe Geschwindigkeit ankommt, z. B. an Tankstellen, in Drogerien, Supermärkten, Schnellrestaurants oder im Kino.
Tuesday April 18, 3:00 am ET
Ohad Bashan, Chief Marketing Officer Presents on Thursday, April 20
FORT LEE, N.J., April 18 /PRNewswire-FirstCall/ -- On Track Innovations Ltd., (OTI) (Nasdaq: OTIV - News), a global leader in contactless microprocessor-based smart card solutions, for homeland security, payments, petroleum payments and other applications, today announced that it will be presenting at the ETA Annual Meeting and Expo on April 18-20 at the Mandalay Bay Resort and Casino, Las Vegas, Nevada.
ADVERTISEMENT
In Booth 814, OTI will demonstrate its range of smart card solutions with special focus on Payments -- cashless solutions for small ticket items including reader solutions for quick upgrade of POS terminals and card solutions in a variety of form factors.
Ohad Bashan, Chief Marketing Officer and President of OTI America will be presenting on Thursday, April 20 at 1:00PM on "It's Here, It's Fast, and It's Catching On -- Contactless Payments."
OTI's Saturn 5000 contactless reader has received certification from major financial institutions to support multiple contactless payment programs, as well as multiple applications programs. The Saturn 5000 is approved for use in MasterCard's PayPass(TM), Visa contactless program and ExpressPay from American Express. The enhanced features offered by the Saturn 5000 allow for faster transactions and the ability to support multiple application programs and other programs for mass transit ticketing, MIFARE, and more.
The Saturn 5000 is designed to allow quick upgrades of existing POS terminals to accept contactless payments, with the reader facing the customer for easier payment experience. The Saturn 5000 can support multiple payment applications and is currently compatible with the major POS terminal providers and acquirers. Supporting the major contactless payment programs, the software integrated in the Saturn 5000 can read a variety of sources including credit cards and key fobs. OTI also offers OEM solutions that can be integrated into payment terminals.
Zahlungsmittel: Jetzt kommt die elektronische Geldbörse
Elektronische Geldkarten, die für kleine Einkäufe von der Kinokarte über die Cola aus dem Automaten bis zum Brötchen beim Bäcker verwendet werden, stehen vor dem Durchbruch. So lautet das Ergebnis einer Studie des Marktforschungsunternehmens Abi Research. Nach etlichen gescheiterten Systemen wie etwa der deutschen Geldkarte kommt jetzt die elektronische Geldbörse - und zwar in Form eines U-Bahn Tickets.
Die elektronische Geldbörse als Pionierprojekt zeigt in Hongkonk die Zukunft des Bezahlens: 1997 haben die dortigen Verkehrsbetriebe die so genannte Octopus ins Leben gerufen. Die Plastikkarte kostet umgerechnet 6 Euro und war ursprünglich nur zum Bezahlen in Bussen und Bahnen gedacht. Ablauf: Der Kunde zieht die Karte an einem Lesegerät vorbei. Die Abbuchung erfolgt per Funk (RFID-Technik). Innerhalb von drei Monaten wurde 3 Mio. Octopus-Karten verkauft. Mittlerweile können die Bürger Hongkongs diese elektronische Geldbörse auch im Einzelhandel nutzen. Rund 15 Prozent aller Umsätze des Systems entfallen auf Kiosks und Straßenhändler. Sogar auf den berühmten schwimmenden Märkten Hongkongs wird die elektronische Geldbörse akzeptiert. Ein Lesegerät kostet rund 3.000 Euro; für jede Transaktion verlangt die Betreibergesellschaft eine Provision zwischen 1 und 4 Prozent. Erfahrungen der Einzelhändler zeigen: Wer Octopus akzeptiert, steigert seinen Umsatz um 10 Prozent. Japan und Singapur haben ebenfalls unlängst eine elektronische Geldbörse eingeführt.
Weiteres Anzeichen, dass die elektronische Geldbörse jetzt auf breiter Front kommt: Die Kreditkartenfirma Visa will noch dieses Jahr eine eigene E-Geldbörse für Ausgaben unter 25 Dollar einführen. Zum Bezahlen ist dann keine Unterschrift mehr nötig. American Express (ExpressPay) und Mastercard (PayPass) haben ebenfalls Pilotprojekte gestartet. Partner im Handel sind McDonald's und die Apothekenkette CVS.
Interessant: Die elektronische Geldbörse muss nicht notwendigerweise in Kartenform daherkommen. Es gibt bereits Pläne, die Funk-Chips auch in Handys oder Schmuckstücke einzubauen.
Einschätzung: Der elektronische Fahrschein ist die Killerapplikation, nach der die Geldkarten-Branche so lange gesucht hat. Viele Verkehrsbetriebe werden künftig auf die E-Tickets umstellen und damit die Verdrängung des Bargeldes einleiten. Vorteil: Es gibt sofort eine garantierte Menge von Nutzern. Damit wird das bisherige Henne-Ei-Problem umgangen: Nutzer sind skeptisch, weil Akzeptanzstellen fehlen; Händler halten sich zurück, weil es nur wenige Nutzer gibt.
Knackpunkt wird das Thema Sicherheit für die elektronische Geldbörse sein: Theoretisch ist es möglich, die beim Bezahlen von der Karte gesendeten Funksignale abzufangen.
PALO ALTO INVESTORS, LLC 2,033,108 24.14 $27,792,586 31-Dec-05
2,114,808 27.01% Dated: April 17, 2006
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