As Filed Pursuant to Rule 424(b)1
File No. 333-92094
PROSPECTUS
[LOGO]
CAMTEK LTD.
RIGHTS OFFERING
OF
8,571,429 ORDINARY SHARES
------------------
We are offering rights to purchase a total of 8,571,429 ordinary shares of
Camtek to existing shareholders of Camtek. Camtek is offering all of the
ordinary shares to be sold in the rights offering.
Each existing holder of Camtek ordinary shares will have a purchase right to
subscribe for one ordinary share for each 2.5536 ordinary shares held of record
by that holder at the close of business at 5:00 p.m., New York City time, on
July 24, 2002, at the subscription price set forth below.
This rights offering allows all of the current shareholders of Camtek to
maintain their existing proportionate ownership interests in Camtek.
The ordinary shares of Camtek are quoted on the Nasdaq National Market and
listed on the Tel Aviv Stock Exchange under the symbol "CAMT." Camtek's Board of
Directors has determined that the subscription price of the ordinary shares is
$1.05, the last reported sales price of the ordinary shares on the Nasdaq
National Market on July 5, 2002. The last reported sale price of the ordinary
shares on the Nasdaq National Market on July 22, 2002 was $0.94 per share.
The rights will expire at 5:00 p.m., New York City time, on August 8, 2002.
SEE "RISK FACTORS" ON PAGE 5 TO READ ABOUT FACTORS YOU SHOULD CONSIDER
BEFORE SUBSCRIBING FOR THE ORDINARY SHARES.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Prospectus has been prepared in accordance with an exemption granted to
us by the Israel Securities Authority (the "ISA") pursuant to Section 35[29] of
the Securities Law 1968.
We obtained all the approvals and permits required under applicable Israeli
law for the offering of the securities hereunder and for publication of this
prospectus.
The fact that we obtained the permit of the ISA for the publication of this
prospectus and the approval of the Tel Aviv Stock Exchange ("TASE") for the
listing of the ordinary shares does not imply that the ISA or the TASE
(i) verify the information contained herein, (ii) approve the accuracy or
completeness of such information, or (iii) express any view as to the quality of
the securities offered hereunder.
------------------------
PRICE $1.05 AN ORDINARY SHARE
------------------------
PROCEEDS TO
PRICE TO PUBLIC CAMTEK (1)
Per Share................................................... $1.05 $1.05
Total (assuming full exercise).............................. $9,000,000 $9,000,000
(1) Before deducting estimated expenses payable by Camtek of approximately
$291,828.
We expect to deliver the ordinary shares against payment on or about August 16,
2002.
PROSPECTUS DATED JULY 24, 2002.
TABLE OF CONTENTS
PAGE
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WHERE YOU CAN FIND MORE INFORMATION......................... 2
QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING............. 3
RISK FACTORS................................................ 5
FORWARD-LOOKING STATEMENTS.................................. 15
OUR BUSINESS................................................ 15
CAPITALIZATION.............................................. 16
THE RIGHTS OFFERING......................................... 17
USE OF PROCEEDS............................................. 20
DESCRIPTION OF ORDINARY SHARES.............................. 21
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES............... 23
MATERIAL ISRAELI TAX CONSEQUENCES........................... 24
LEGAL MATTERS............................................... 25
EXPERTS..................................................... 25
EXPENSES.................................................... 25
1
You should rely only on the information contained or incorporated by
reference in this prospectus. No one has been authorized to provide you with
different information.
The securities are not being offered in any jurisdiction where the offer is
not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports and other information with the U.S. Securities and
Exchange Commission. You may read and copy any document we file at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings also are available to you at the SEC's
web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by referring
you to those documents that are considered part of this prospectus. Information
that we file later with the SEC will automatically update and supersede the
previously filed information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until this offering has been
completed.
- Annual Report on Form 20-F for the year ended December 31, 2001, which we
refer to as our "2001 20-F Report."
- Report on Form 6-K for the month of May 2002, filed with the SEC on
May 24, 2002, which we refer to as our "May 2002 6-K Report."
You may request copies of these filings at no cost, by writing or
telephoning us at the following address or by accessing our web site at
http://www.camtek.co.il.
Camtek Ltd.
Ramat-Gavriel Industrial Zone
P.O. Box 544
Migdal Haemek 23150
Israel
Attention: Mr. Moshe Amit
(011-972-4) 604-8100
2
QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING
WHAT IS A PURCHASE RIGHT?
We have granted to our shareholders of record as of July 24, 2002,
5:00 p.m., New York City time, a purchase right to subscribe for one ordinary
share for each 2.5536 ordinary shares held of record by that holder at the close
of business at 5:00 p.m., New York City time, on July 24, 2002, at $1.05 per
share. We call this right the "purchase right."
WHY ARE WE OFFERING THE PURCHASE RIGHTS?
We are offering the purchase rights in order to raise additional capital. We
expect to use the proceeds of this offering for working capital and for other
general corporate purposes.
HAS THE BOARD OF DIRECTORS MADE A RECOMMENDATION REGARDING THIS OFFERING?
The board of directors does not make any recommendation to you about whether
you should exercise your purchase rights.
TO WHOM MAY I DIRECT QUESTIONS?
If you have questions about the rights or would like to request additional
copies of offering documents, you may call American Stock Transfer & Trust
Company at (718) 921-8200.
WHAT FORMS AND PAYMENT ARE REQUIRED TO PURCHASE SHARES?
If you were a record holder of our ordinary shares at 5:00 p.m., New York
City time, on July 24, 2002, you are receiving with this prospectus a blank
purchase rights certificate and instructions on how to purchase shares. The
purchase rights certificate must be properly filled out and delivered before
expiration of the rights with full payment for the number of shares you wish to
purchase.
WHAT IF A BROKER, BANK OR OTHER NOMINEE IS THE RECORD HOLDER OF MY SHARES?
If you hold your shares through a broker, bank or other nominee and you wish
to purchase shares in the rights offering, please promptly contact the broker,
bank or other entity holding your shares. Your broker or other nominee holder
must exercise the purchase rights certificate on your behalf for shares you wish
to purchase. We have sent separate instructions to all known brokers and banks
to assist you in exercising your rights.
TO WHOM SHOULD RECORD HOLDERS SEND FORMS AND PAYMENT?
Record holders should return their subscription documents and payments to
American Stock Transfer & Trust Company at the address indicated in the
instructions forwarded with this prospectus.
Record holders may also return their subscription documents and payments
directly to Camtek at the address indicated in the instructions forwarded with
this prospectus. If your shares are held through the clearing house of the Tel
Aviv Stock Exchange, you may also, through your stock exchange member, return
your subscription documents and payments to the clearing house of the Tel Aviv
Stock Exchange. The clearing house of the Tel Aviv Stock Exchange will forward
the payment directly to Camtek.
3
MUST I PAY THE SUBSCRIPTION PRICE IN CASH?
In order to participate in the offering, you must timely pay the
subscription price in U.S. Dollars by money order or cashier's check or by check
drawn on a bank located in the United States, payable to American Stock Transfer
and Trust Company, that clears before expiration of the rights.
If you are the record holder of your shares and you have chosen to exercise
your rights by returning your subscription documents and payments directly to
Camtek, you must timely pay the subscription price in U.S. Dollars by money
order or cashier's check or by check drawn on a commercial bank located in
Israel, payable to Camtek, that clears before expiration of the rights.
If your shares are held through the clearing house of the Tel Aviv Stock
Exchange, you must timely pay the subscription price in U.S. Dollars, through
your stock exchange member, to the clearing house of the Tel Aviv stock
exchange. The payment must be made by the means required by your stock exchange
member.
HOW ARE SHAREHOLDERS AFFECTED IF THEY DO NOT EXERCISE ANY RIGHTS?
You are not required to exercise any rights or otherwise take any action in
response to this rights offering. If you do not exercise any rights, the number
of shares which you own will not change, but your percentage ownership of our
total issued ordinary shares will decline.
HOW SOON MUST I ACT?
If you are the record holder of your shares and you have chosen to exercise
your rights by returning your subscription documents and payment to American
Stock Transfer & Trust Company, you must ensure that American Stock Transfer &
Trust Company actually receives all required documents and payments by 5:00
p.m., New York time, on August 8, 2002.
If you are the record holder of your shares and you have chosen to exercise
your rights by returning your subscription documents and payments directly to
Camtek, you must ensure that Camtek actually receives all required documents and
payments by 5:00 p.m., Israel time, on August 8, 2002.
If your shares are held through the clearing house of the Tel Aviv Stock
Exchange, you must ensure that the clearing house of the Tel Aviv Stock Exchange
actually receives all required documents and payments by 9:00 a.m., Israel time,
on August 8, 2002. If the clearing house of the Tel Aviv Stock Exchange does not
receive all required documents and payments before that time and date, your
rights will expire and be deemed to have been forfeited.
WHAT FEES OR CHARGES APPLY IF I DO CHOOSE TO EXERCISE MY RIGHTS?
We are not charging any fee or sales commission to issue rights to you or to
issue shares to you if you exercise rights. If you exercise rights through a
broker or other holder of your shares, you are responsible for paying any fees
that person may charge.
MAY I TRANSFER MY RIGHTS?
No. The rights are not transferable or tradable. In addition, the Tel Aviv
Stock Exchange rules regarding continuous exercise will not apply to the rights.
MAY I CHANGE OR CANCEL MY EXERCISE OF RIGHTS AFTER I SEND IN THE REQUIRED FORMS?
No. Your election to exercise your rights is irrevocable.
4
RISK FACTORS
You should carefully consider the risks described below and the other
information in this prospectus before deciding to purchase shares in this rights
offering. There is a high degree of risk associated with our company and
business. If any of the following risks occur, our business, operating results
and financial condition could be materially adversely affected and the trading
price of our ordinary shares could decline.
RISK FACTORS RELATED TO OUR BUSINESS
THE MAIN MARKET WE SERVE, THE PRINTED CIRCUIT BOARD INDUSTRY, IS CURRENTLY
EXPERIENCING A PROLONGED AND SEVERE DOWNTURN, AND IT IS DIFFICULT TO PREDICT THE
LENGTH OF THE DOWNTURN OR THE TIMING OR STRENGTH OF A RECOVERY.
Historically, we derived all of our revenues, and we expect to continue to
derive a majority of our revenues from sales of our AOI systems and related
services for the printed circuit board industry. Our business depends in large
part upon capital expenditures by printed circuit board manufacturers, which in
turn depend upon the current and anticipated demand for products using printed
circuit boards. The printed circuit board industry is experiencing a prolonged
and severe downturn, which is reflected in a steep decline in the sales of
printed circuit boards. As a result, the overall rate of capital spending by
printed circuit board manufacturers has been sharply cut, and sales of our
products to these manufacturers have declined. As a result of the general
economic decline, we have provided some of our customers with extended payment
cycles. Consequently, we have experienced longer accounts receivable payment
cycles. If any of our customers become insolvent or have difficulties meeting
their financial obligations to us, we may suffer additional losses.
Furthermore, many of our customers are currently experiencing a period of
excess capacity, and it is not clear how long after a recovery in sales of
printed circuit boards begins demand for our AOI systems will start to grow. We
cannot predict the length of the downturn or the timing or strength of a
recovery. If this downturn continues, our sales will continue to be low and may
decrease further. In addition, we have only a limited ability to reduce expenses
during any period of a downturn in demand because of the need for significant
ongoing expenditures related to engineering, research and development and
worldwide customer service and support operations. Accordingly, we may incur
further losses.
WE HAVE RECENTLY ENTERED TWO NEW MARKETS: THE SEMICONDUCTOR PACKAGING INDUSTRY
AND THE MICROELECTRONICS INDUSTRY. IF THESE MARKETS FAIL TO GROW OR IF OUR
PRODUCTS ARE NOT ACCEPTED IN THESE MARKETS, OUR RESULTS OF OPERATIONS WILL BE
ADVERSELY AFFECTED.
We recently began sales of products for the inspection of high density
interconnect substrates, or HDI-S, to serve the semiconductor packaging industry
and for the inspection of wafers, which are silicon disks from which individual
chips are diced, to serve the microelectronics industry. The rate of our future
success in these markets depends on the development and rate of growth of the
market for intelligent optical inspection technology in these industries and on
the acceptance of our products. The markets for intelligent optical inspection
systems in the semiconductor packaging and the microelectronics industries are
currently emerging and may not fully develop, whether as a result of
competition, alternative technologies, changes in technology, changes in product
standards or otherwise. If widespread acceptance of intelligent optical
inspection technology does not develop in these industries, our success will be
adversely affected. Furthermore, our sales depend upon the adoption of our
products by manufacturers in these industries. If these markets do not develop
or grow or if manufacturers do not find our products to be appropriate for their
use, our future sales could suffer.
5
TECHNOLOGY IN THE MARKETS IN WHICH WE OPERATE IS RAPIDLY EVOLVING, AND WE MAY
NOT BE ABLE TO KEEP PACE WITH THESE CHANGES OR WITH EMERGING INDUSTRY STANDARDS.
THIS COULD RESULT IN A LOSS OF REVENUES.
The markets for our products are characterized by changing technology,
evolving industry standards, changes in end-user requirements and new product
introductions. Potential new technologies and improvements to existing
production equipment and methods could improve production yields, thereby
lowering the cost-benefit equation currently justifying the use of our products
in these industries. In addition, new technologies could emerge as alternatives
to using our products.
Our future success will depend on our ability to enhance our existing
products and to develop and introduce new technologies for intelligent optical
inspection of printed circuit boards, HDI-S and wafers. These products and
features must keep pace with technological developments and address the
increasingly sophisticated needs of our customers. Our failure to keep pace with
technological changes, with products offered by our competitors and with
emerging industry standards could damage our reputation and adversely affect our
ability to attract new business and generate revenues.
THE MARKETS WE SERVE ARE HIGHLY COMPETITIVE, THERE IS A DOMINANT MARKET
PARTICIPANT FOR AOI SYSTEMS FOR THE PRINTED CIRCUIT BOARDS INDUSTRY AND SOME OF
OUR COMPETITORS HAVE GREATER RESOURCES, WHICH MAY MAKE IT DIFFICULT FOR US TO
MAINTAIN PROFITABILITY.
Competition in the markets we serve is intense. Competition has increased
further due to a decline in demand for our products resulting from the general
economic downturn. If this trend continues, it could mean lower prices for our
products, reduced demand for our products and a corresponding reduction in our
ability to recover development, engineering and manufacturing costs. If we have
to lower prices to remain competitive and are unable to reduce our costs to
offset price reductions or are unable to introduce new higher performance
products with higher prices, our operating results may be seriously harmed.
Competitors currently sell products that provide similar benefits to those
that we sell. Our principal direct competitor in the sale of AOI systems for the
printed circuit board industry is Orbotech Ltd., an Israeli company, which
currently commands a substantial majority of the market for AOI systems and
services for printed circuit board manufacturers. We also compete against other
companies in the semiconductor packaging and the microelectronics industries.
Some of our competitors, most notably Orbotech, have greater financial,
personnel and other resources, offer a broader range of products and services
than we do and may be able to respond more quickly to new or emerging
technologies or changes in customer requirements, develop additional or superior
products, benefit from greater purchasing economies, offer more aggressive
pricing or devote greater resources to the promotion of their products.
IF WE ARE NOT ABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY.
We differentiate our products and technologies through the use of our
proprietary software, our image processing algorithms and the integration of our
advanced hardware components. We rely on a combination of copyrights, trade
secrets, patents, trademarks, confidentiality and non-disclosure agreements to
protect our proprietary know-how and intellectual property, including both
hardware and software components of our products. These measures may not be
adequate to protect our proprietary technology, and it may be possible for a
third party, including a competitor, to copy or otherwise obtain and use our
products or technology without authorization or to develop similar technology
independently. Additionally, our products may be sold in foreign countries that
provide less protection to intellectual property than that provided under U.S.
or Israeli laws.
6
OUR PRODUCTS MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, WHICH
COULD RESULT IN CLAIMS AGAINST US.
Third parties may assert claims that we have violated patents or that we
have infringed upon their intellectual property rights. Intellectual property
claims have been asserted against us in the past and may be asserted against us
in the future. Any intellectual property claims against us, even if without
merit, could cost us a significant amount of money to defend and divert
management's attention away from our business.
IF ONE OR MORE OF OUR THIRD-PARTY SUPPLIERS OR SUBCONTRACTORS DO NOT PROVIDE US
WITH KEY COMPONENTS OR SUBSYSTEMS, THEN WE MAY NOT BE ABLE TO DELIVER OUR
PRODUCTS TO OUR CUSTOMERS IN A TIMELY MANNER AND WE MAY INCUR SUBSTANTIAL COSTS
TO OBTAIN THESE COMPONENTS FROM ALTERNATE SOURCES.
Currently, we rely on single source and limited source suppliers and
subcontractors for a number of essential components and subsystems of our
products. We have not signed agreements with all of these suppliers and
subcontractors for the continued supply of the components or subsystems they
provide. An interruption in supply from these sources or an unexpected
termination of the manufacture of key components or subsystems would, therefore,
disrupt production and adversely affect our ability to deliver products to our
customers. An unexpected termination of supply would require an investment in
capital and manpower resources in order to shift to other suppliers and might
cause a significant delay in introducing replacement products since we do not
develop and supply these components and subsystems in-house.
WE DEPEND ON A FEW LARGE ORDERS, AND THE INABILITY TO GENERATE THOSE ORDERS IN
ANY GIVEN PERIOD COULD HAVE A DISPROPORTIONATE IMPACT ON OUR REVENUE.
Historically, a substantial portion of our revenue has come from large
purchases by a small number of customers. For example, in 2000, three customers
accounted for about 12.4% of our total revenue, and in 2001, two customers
accounted for about 10.0% of our total revenues. Based on our experience, we
expect that the identity of our customers may change from period to period. We
have not entered into long-term agreements with any of our large customers nor
have we secured commitments to purchase any specific quantities of our products
from any of our customers. If we do not receive large orders from customers in
any given period, we may not be able to meet our sales expectations for that
period.
DUE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES, THE PRICES OF OUR PRODUCTS MAY
BECOME LESS COMPETITIVE OR WE MAY INCUR ADDITIONAL EXPENSES.
Foreign currency fluctuations may affect the prices of our products. Our
prices in most countries outside of Europe are denominated in dollars. In those
countries, if there is a significant devaluation in the local currency as
compared to the dollar, the prices of our products will increase relative to
that local currency and may be less competitive. In 2001, we derived
approximately 17.7% of our revenues from customers in Europe where our prices
are mainly denominated in euros. A devaluation of the euro as compared to the
dollar can cause our revenues to decrease in dollar terms. If a larger number of
our sales were to be denominated in currencies other than dollars, our reported
revenue and earnings would be subject to a greater degree of foreign exchange
fluctuations.
WE MAY EXPERIENCE FLUCTUATIONS IN OUR FUTURE OPERATING RESULTS WHICH MAKE IT
DIFFICULT TO PREDICT FUTURE RESULTS.
Our revenues and net income, if any, in any particular period may be lower
than revenues and net income, if any, in a preceding or comparable period. This
complicates our planning processes and reduces the predictability of our
earnings. Period-to-period comparisons of our results of operations may not be
meaningful, and you should not rely upon them as indications of our future
performance.
7
Our quarterly results of operations may be subject to significant
fluctuations due to the following factors:
- the cyclical nature of the electronics industry;
- the size, timing and shipment of orders;
- customer budget cycles and installation schedules;
- product introductions;
- the timing of new product upgrade or enhancement announcements; and
- interest and exchange rates.
For example, the introduction of new products or new versions of existing
products for the same market segment in the past often resulted in a decline in
the sales of our older products and product versions.
WE DEPEND ON A LIMITED NUMBER OF KEY PERSONNEL WITH PARTICULAR KNOWLEDGE OF THE
INDUSTRIES IN WHICH WE OPERATE AND TECHNOLOGIES WE DEVELOP WHO WOULD BE
DIFFICULT TO REPLACE.
Our continued growth and success largely depends on the managerial and
technical skills of the members of our senior management and on our ability to
recruit and retain highly skilled technical, manufacturing, managerial,
financial and marketing personnel. The labor market in which we operate is
competitive during periods of economic growth, and, as a result, we may not be
able to retain and recruit key personnel during such periods. In particular, we
may find it difficult to hire key personnel with the requisite knowledge of our
business, products and technologies. Our failure to hire, retain, or adequately
train key personnel could have a negative impact on our performance.
IN THE EVENT OF AN ECONOMIC RECOVERY, WE MAY ENCOUNTER DIFFICULTIES IN EXPANDING
OUR OPERATIONS AND PURCHASING KEY COMPONENTS AND SUBSYSTEMS TO MEET INCREASED
CUSTOMER DEMAND.
In the event of an economic recovery, our operations will have to expand in
order to meet increasing customer demands. Our growth will depend in large part
on our ability to manage our expanding operation and may place a significant
strain on our engineering, technical, administrative, operational, financial and
marketing resources, as well as increased demands on our systems and controls.
If we expand our operations, we believe that we will need to promote and hire
qualified engineering, administrative, operational, financial and marketing
personnel. During periods of economic growth, competition for qualified
engineering and technical personnel is intense in Israel. There are a limited
number of persons with the requisite knowledge and experience in our business,
products and other necessary technology areas. The process of locating, training
and successfully integrating qualified personnel into our operations can be
lengthy and expensive. We may not be successful in attracting, integrating and
retaining those new employees. Also, in the event of an economic recovery, our
suppliers and subcontractors may be unable to meet our increased demand for key
components and subsystems.
Our inability to satisfy any increase in customer orders could result in the
loss of customers or could cause customers to seek alternative sources for
products. Our inability to expand our operating and financial control systems,
recruit and hire necessary personnel, successfully integrate new personnel into
our operations, or purchase key components could adversely affect our ability to
grow and to respond to any economic recovery.
PRIORTECH LTD. HAS SUBSTANTIAL CONTROL OVER MOST MATTERS SUBMITTED TO A VOTE OF
OUR SHAREHOLDERS, THEREBY LIMITING YOUR POWER TO INFLUENCE CORPORATE ACTION.
Priortech Ltd., formerly PCB Ltd., beneficially owns 68.3% of our issued
ordinary shares, or 69.1% of our issued ordinary shares without giving effect to
the 250,000 shares held by us. As a result, Priortech has the power to control
the outcome of most matters submitted to a vote of shareholders,
8
including the election of members of our board and the approval of significant
corporate transactions. This concentration of ownership may also have the effect
of making it more difficult to obtain approval for a change in control of
Camtek. The equity interest of Priortech will make it impossible to obtain
shareholder approval without Priortech's consent on matters requiring
shareholder approval. Priortech has expressed its intention to exercise its
rights under this rights offering, and, as a result, its percentage ownership of
us could increase. Messrs. Rafi Amit, Yotam Stern and Itzhak Krell control
Priortech and may be deemed to control us.
OUR RELATIONSHIP WITH PRIORTECH LTD. MAY GIVE RISE TO CONFLICTS OF INTEREST.
From time to time, we use services and products of other companies owned or
controlled by Priortech, which may create a conflict of interest. Although
Israeli law imposes procedural requirements, like obtaining special approvals,
in order to approve extraordinary interested party transactions, we cannot be
certain that those procedures will eliminate the possible detrimental effects of
any of these potential conflicts of interest. In addition, pursuant to their
employment agreements with us, Mr. Rafi Amit, our general manager, and
Mr. Yotam Stern, our Executive Vice President, Business and Strategy, may each
spend up to 20% and 25% of their time, respectively, working for Priortech and
other entities in the Priortech group.
OUR OPERATING RESULTS COULD BE NEGATIVELY IMPACTED IF WE ARE UNABLE TO OBTAIN
THE NECESSARY RESOURCES TO MAINTAIN OUR OPERATIONS AND INVEST IN OUR FUTURE.
Although the markets we serve are currently in a downturn, we need to
maintain our current operations and to prepare for any potential recovery in
these markets by continuing to invest in certain areas of our business. These
investments require us to use existing cash reserves to fund our research and
development activities, to fund the development of new products and to respond
to unanticipated developments, increasing customer demands or competitive
pressures.
Our cash reserves are currently at a level of approximately $11.0 million.
If all rights offered in this prospectus are exercised, we may raise up to an
additional $9.0 million. We expect to raise at least $6.2 million under this
rights offering, since Priortech has expressed its intention to exercise all of
its rights. However, the anticipated proceeds from this rights offering,
together with our other resources, may not be sufficient for our long-term
needs. If, following this rights offering, our cash reserves, together with cash
available under our credit facility, are insufficient to meet our cash
requirements, we will need to seek alternative sources of financing to carry out
our operating strategies. We may not be able to raise needed cash or we may not
be able to do so on terms that are acceptable to us. Additional financing may be
on terms that are dilutive or potentially dilutive to existing shareholders. In
addition, the current economic environment and political climate in Israel may
make it more difficult for us to obtain financing. If we are not able to find
alternative sources of financing that are sufficient to meet our cash
requirements, we may need to modify our operating plans to the extent of
available resources.
OUR SHARE PRICE HAS BEEN VOLATILE IN THE PAST AND MAY CONTINUE TO DECLINE IN THE
FUTURE.
Our ordinary shares have experienced significant market price and volume
fluctuations in the past and may experience significant market price and volume
fluctuations in the future in response to factors such as the following, some of
which are beyond our control:
- quarterly variations in our operating results;
- operating results that vary from the expectations of securities analysts
and investors;
- changes in expectations as to our future financial performance, including
financial estimates by securities analysts and investors;
- announcements of technological innovations or new products by us or our
competitors;
9
- announcements by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;
- changes in the status of our intellectual property rights;
- announcements by third parties of significant claims or proceedings
against us;
- additions or departures of key personnel;
- future sales of our ordinary shares; and
- stock market price and volume fluctuations.
Domestic and international stock markets often experience extreme price
and volume fluctuations. Market fluctuations, as well as general political
and economic conditions, such as a recession or interest rate or currency
rate fluctuations or political events or hostilities in or surrounding
Israel, could adversely affect the market price of our ordinary shares.
In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and divert
management's attention and resources.
OUR SHARES ARE LISTED FOR TRADE ON MORE THAN ONE STOCK EXCHANGE, AND THIS MAY
RESULT IN PRICE VARIATIONS.
Our ordinary shares are listed for trade on the Nasdaq National Market and
on the Tel Aviv Stock Exchange, and this may result in price variations. Our
ordinary shares are traded on these markets in different currencies (U.S.
dollars on the Nasdaq and New Israeli Shekels, or NIS, on the Tel Aviv Stock
Exchange). These markets have different opening times and close on different
days. Different trading times and differences in exchange rates, among other
factors, may result in our shares being traded at a price differential on these
two markets. In addition, market influences in one market may influence the
price at which our shares are traded on the other.
WE MAY BE CLASSIFIED AS A PASSIVE FOREIGN INVESTMENT COMPANY AND, AS A RESULT,
OUR U.S. SHAREHOLDERS MAY SUFFER ADVERSE TAX CONSEQUENCES.
Generally, if for any taxable year 75% or more of our gross income is
passive income, or at least 50% of our assets are held for the production of, or
produce, passive income, we may be characterized as a passive foreign investment
company for U.S. federal income tax purposes. Our passive income would not
include income derived from the sale of our products but would include amounts
derived by reason of the temporary investment of any cash amounts. This
characterization could result in adverse U.S. tax consequences to our
shareholders, including having gain realized on the sale of our shares be
treated as ordinary income, as opposed to capital gain income, and having
potentially punitive interest charges apply to such sales proceeds. U.S.
shareholders should consult with their own U.S. tax advisors with respect to the
U.S. tax consequences of investing in our ordinary shares.
We believe that in 2001 we were not a PFIC and currently we expect that we
will not be a PFIC in 2002. However, PFIC status is determined as of the end of
the taxable year and is dependent on a number of factors, including the value of
a corporation's assets and the amount and type of its gross income. Therefore,
there can be no assurance that we will not become a PFIC for the current fiscal
year ending December 31, 2002 or in a future year. For a discussion of how we
might be characterized as a passive foreign investment company and related tax
consequences, please see Item 10E of our 2001 20-F Report, entitled
"Taxation--U.S. Federal Income Tax Considerations Regarding Shares Acquired by
U.S. Taxpayers," which is incorporated herein by reference.
10
RISKS RELATING TO OUR OPERATIONS IN ISRAEL
CONDUCTING BUSINESS IN ISRAEL ENTAILS SPECIAL RISKS.
We are incorporated under the laws of, and our principal offices are located
in, the State of Israel. We are directly influenced by the political, economic
and military conditions affecting Israel. Our product development depends on
components imported from outside of Israel. A majority of our sales occur
outside of Israel. We could be adversely affected by:
- any major hostilities involving Israel;
- a full or partial mobilization of the reserve forces of the Israeli army;
- the interruption or curtailment of trade between Israel and its present
trading partners;
- a significant increase in inflation; and
- a significant downturn in the economic or financial condition of Israel.
Since September 2000, there has been a marked increase in violence, civil
unrest and hostility, including armed clashes, between the State of Israel and
the Palestinians, and acts of terror have been committed inside Israel and
against Israeli targets in the West Bank and Gaza. In 2002, there has been a
significant escalation in armed clashes between Israel and the Palestinians, and
Israel has undertaken military actions in Palestinian controlled areas. In
connection with these actions, Israel instituted a partial mobilization of its
reserve forces. There is no indication how long the current hostilities will
last or whether there will be any further escalation. Any further escalation in
these hostilities or any future armed conflict, political instability or
violence in the region may have a negative effect on our business condition,
harm our results of operations and adversely affect our share price. There are a
number of countries that restrict business with Israel or Israeli companies.
Restrictive laws or policies directed towards Israel or Israeli businesses and
civil unrest, military conflict and uncertainty may have an adverse impact on
our operating results, financial condition or the expansion of our business.
OUR OPERATIONS COULD BE DISRUPTED AS A RESULT OF THE OBLIGATION OF KEY PERSONNEL
IN ISRAEL TO PERFORM MILITARY SERVICE.
Many of our officers and employees in Israel, including certain key
employees, are obligated to perform annual reserve duty in the Israeli army and
are subject to being called up for reserve duty at any time. The absence of one
or more of our officers and key employees for significant periods of time due to
military service could be disruptive to our operations. Although we have
effectively operated under these conditions since our inception, there has not
been a full mobilization of the Israeli army during such time, and a full
mobilization will likely have an adverse effect on our operations. We cannot
predict the effect these obligations may have on us in the future.
THE ISRAELI RATE OF INFLATION MAY NEGATIVELY IMPACT OUR COSTS IF IT EXCEEDS THE
RATE OF DEVALUATION OF THE NIS AGAINST THE U.S. DOLLAR.
We generate most of our revenues in dollars but we incur the majority of our
salary and operating expenses in NIS. As a result, we bear the risk that the
rate of inflation in Israel will exceed the rate of devaluation of the NIS in
relation to the dollar, which will increase our costs expressed in dollars.
THE GOVERNMENT PROGRAMS AND TAX BENEFITS IN WHICH WE PARTICIPATED IN THE PAST
AND IN WHICH WE CURRENTLY PARTICIPATE OR FROM WHICH WE RECEIVE BENEFITS, REQUIRE
US TO MEET SEVERAL CONDITIONS. THESE PROGRAMS OR BENEFITS MAY BE TERMINATED OR
REDUCED IN THE FUTURE, WHICH COULD INCREASE OUR COSTS.
Since our inception, we had relied on government grants for the financing of
a significant portion of our product development expenditures. Until
March 2001, we received grants and we participated in programs sponsored by the
Government of Israel through the Ministry of Industry and Trade, Office of
11
the Chief Scientist. In March 2001, we made an arrangement with the Chief
Scientist whereby we have to repay the outstanding balance of the grants we
received, not including grants received by Inspectech prior to its merger into
us, at a quarterly rate equal to 4.5% of the revenues derived in connection with
products we developed as a result of research and development funded by Chief
Scientist participations, up to the maximum amount of $250,000 per quarter. We
did not apply for additional grants from the Office of the Chief Scientist in
2001. As of December 31, 2001, the outstanding balance of the grants was
approximately $1.6 million, including grants received by Inspectech Ltd. prior
to its merger into us. We continue to benefit from government programs and tax
benefits, particularly as a result of the Approved Enterprise status of our
existing facilities. To be eligible for these programs and tax benefits, we must
continue to meet certain conditions, including:
- making investments in fixed assets, the amount of which varies depending
on the program approved by the Government of Israel;
- financing at least 30% of the investment for the Approved Enterprise with
share capital; and
- receiving revenues from the Approved Enterprise.
The tax benefits could be cancelled and we may be required to refund the tax
benefits already received if we fail to meet these conditions in the future.
These programs and tax benefits may not be continued in the future at their
current levels or at any level or our requests for future participation in these
programs may not be approved. In July 2000, a proposed bill adopting tax reform
proposals, which could have reduced or eliminated some of the benefits we
receive as a result of our Approved Enterprise status, was introduced to the
Israeli legislature. Legislation implementing this bill has not been enacted.
Due to significant political and economic changes, in February 2002, the
Minister of Finance appointed a new committee to reconsider and make new
recommendations on the tax reforms. The recommendations of this committee, which
were adopted in principle by the Israeli government in June 2002, do not propose
to reduce the benefits we receive as a result of our Approved Enterprise status.
Legislation will be required to implement any recommendations made by this
committee as well. We cannot be certain whether any of the proposed reforms will
be adopted, when they will be adopted or what form any reform will ultimately
take.
The terms of the Israeli government participation in research and
development programs also require that the technology developed with government
grants will not be transferred out of Israel and that the manufacture of
products developed with government grants be performed in Israel. However, in
the event that the manufacture of products is performed outside of Israel with
the approval of Israel's Office of the Chief Scientist, we would be required to
pay royalties at a higher royalty rate and an increased aggregate pay back
amount in proportion to manufacturing performed outside of Israel. This could
result in our being required to repay up to three times the amount of our
original grant. The restriction regarding the transfer of technology out of
Israel or the lack of approval by Israel's Office of the Chief Scientist with
respect to the transfer of manufacturing out of Israel could have a material
adverse effect on our ability to enter into strategic alliances in the future
that provide for the transfer of manufacturing rights. An amendment to the law
governing the Israeli government's participation in research and development
programs is now in the process of legislation. The proposed amendment would
allow technology supported by Chief Scientist grants to be transferred, subject
to certain payment conditions, and change the conditions for the transfer of
manufacturing out of Israel. The amendment may also enable a company to be
completely released from the provisions of this law, subject to the payment of a
lump-sum redemption. We cannot be certain, however, whether or when the proposed
legislation will be enacted or what form this legislation will ultimately take.
12
IT MAY BE DIFFICULT TO ENFORCE A U.S. JUDGMENT AGAINST US, OUR OFFICERS AND
DIRECTORS AND SOME OF THE EXPERTS NAMED IN THIS PROSPECTUS OR TO ASSERT U.S.
SECURITIES LAW CLAIMS IN ISRAEL.
We are incorporated in Israel. Substantially all of our executive officers
and directors and our Israeli accountants and attorneys, are nonresidents of the
United States, and a substantial portion of our assets and the assets of these
persons are located outside the United States. Therefore, it may be difficult to
enforce a judgment obtained in the United States against us or any of these
persons. Additionally, it may be difficult for you to enforce civil liabilities
under U.S. Federal Securities laws in original actions instituted in Israel.
THE EFFECTS OF ANTI-TAKEOVER PROVISIONS COULD INHIBIT THE ACQUISITION OF US BY
OTHERS.
Some of the provisions of our articles and Israeli law could, together or
separately
- discourage potential acquisition proposals;
- delay or prevent a change in control; and
- limit the price that investors might be willing to pay in the future for
our ordinary shares.
We are subject to Israeli corporate law. Generally, under Israeli corporate
law, a merger (1) if effected within the framework of an "arrangement," is
subject to approval by the court and a majority of shareholders present and
voting on the proposed merger, holding at least 75% of the shares represented at
the shareholders' meeting and a similar majority at the creditors' meeting; or
(2) if effected not within the framework of an "arrangement," must receive the
approval of the board of directors and shareholders of both merging companies,
and is consummated after 70 days have passed from the date the merger proposal
was filed with the Registrar of Companies. Additionally, a tender offer for our
shares, or the acquisition of the interests of our minority shareholders, may be
subject to the requirements of Israeli corporate law. The requirements of
Israeli corporate law generally make these forms of acquisition significantly
more difficult than under United States corporate laws.
Israeli tax law treatment for acquisitions, like stock-for-stock exchanges
between an Israeli company and a foreign company, may be less favorable than the
treatment that may be available under U.S. tax law. Israeli tax law may, for
instance, subject a shareholder who exchanges his shares in us for shares in a
foreign corporation to immediate taxation.
In addition, our technology developed pursuant to the terms of the Law for
the Encouragement of Industrial Research and Development, 1984 may not be
transferred to third parties without the prior approval of a governmental
committee. This approval is not required for the export of any products
resulting from that research and development. Approval for the transfer of
technology developed with government grants may be granted only if the recipient
abides by all of the provisions of the research law and its associated
regulations, including the restrictions on the transfer of know-how, the
obligation to manufacture in Israel and the obligation to pay royalties in an
amount that may be increased. These requirements could inhibit the acquisition
of us by others. There can be no assurance that this consent, if requested, will
be granted. An amendment to this law is now in the process of legislation. This
amendment would allow technology supported by Chief Scientist grants to be
transferred, subject to certain payment conditions, and changes the conditions
for the transfer of the manufacturing out of Israel. The amendment may also
enable a company to be completely released from the provisions of this law,
subject to the payment of a lump-sum redemption. We cannot be certain, however,
whether or when the proposed legislation will be enacted or what form this
legislation will ultimately take.
13
RISK FACTORS RELATED TO THE RIGHTS OFFERING
IF YOU DO NOT EXERCISE ALL OF YOUR RIGHTS, YOU MAY SUFFER SIGNIFICANT DILUTION
OF YOUR PERCENTAGE OWNERSHIP OF OUR ORDINARY SHARES.
This rights offering is designed to enable us to raise capital while
allowing all shareholders on the record date to maintain their relative
proportionate voting and economic interests. Priortech has expressed its
intention to exercise all of its rights under this rights offering. To the
extent that you do not exercise your rights and shares are purchased by other
shareholders in the rights offering, your proportionate voting interest will be
reduced, and the percentage that your original shares represent of our expanded
equity after exercise of the rights will be diluted.
THE PRICE OF OUR ORDINARY SHARES MAY DECLINE BEFORE OR AFTER THE RIGHTS EXPIRE.
We cannot assure you that the public trading market price of our ordinary
shares will not decline after you elect to exercise your rights. If that occurs,
you will have committed to buy ordinary shares at a price above the prevailing
market price and you will have an immediate unrealized loss. Moreover, we cannot
assure you that following the exercise of rights you will be able to sell your
ordinary shares at a price equal to or greater than the subscription price.
Until shares are delivered upon expiration of the rights offering, you may not
be able to sell the shares of our ordinary share that you purchase in the rights
offering. Certificates representing our ordinary shares purchased will be
delivered as soon as practicable after expiration of the rights offering. We
will not pay you interest on funds delivered to the subscription agent pursuant
to the exercise of rights.
THE SUBSCRIPTION PRICE IS NOT AN INDICATION OF OUR VALUE.
Our board of directors set the subscription price after considering a
variety of factors, including the desire to encourage full shareholder
participation in the rights offering. The subscription price does not
necessarily bear any relationship to the book value of our assets, past
operations, cash flows, losses, financial condition or any other established
criteria for value. We have neither sought nor obtained a valuation opinion from
an outside financial consultant or investment banker.
YOU CANNOT REVOKE OR CHANGE YOUR SUBSCRIPTION.
You are not allowed to revoke or change your exercise of rights after you
send in your subscription certificate and payment. If we cancel this rights
offering, we are obligated only to refund payments actually received, without
interest.
YOU NEED TO ACT PROMPTLY AND FOLLOW THE SUBSCRIPTION INSTRUCTIONS IN ORDER TO
PARTICIPATE.
Shareholders who desire to purchase shares in this rights offering must act
promptly to ensure that all required forms and payments are actually received by
the subscription agent or, if applicable, Camtek, prior to the expiration date.
If you fail to complete and sign the required subscription forms, send an
incorrect payment amount, or otherwise fail to follow the subscription
procedures that apply to your desired transaction, the subscription agent or, if
applicable, Camtek, may, depending on the circumstances, reject your
subscription or accept it to the extent of the payment received. Neither we nor
the subscription agent undertakes to contact you concerning or attempt to
correct, an incomplete or incorrect subscription form or payment. We have the
sole discretion to determine whether a subscription exercise properly follows
the subscription procedures.
14
FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact contained or incorporated by reference in this
prospectus, including statements regarding our competitive strengths, business
strategy, future financial position, budgets, projected costs and plans and
objectives of management, are forward-looking statements. These statements may
include terminology such as "may," "will," "expect," "should," "intend,"
"estimate," "anticipate," "believe," "continue," or similar terminology,
although some forward-looking statements are expressed differently. You should
be aware that our actual results could differ materially from those contained in
the forward-looking statements due to a number of factors, including
technological changes, increased competition, insufficient capital resources and
adverse economic conditions. You should also consider carefully the statements
under "Risk Factors" and other sections of this prospectus, which address
additional factors that could cause our actual results to differ from those
reflected in the forward-looking statements.
OUR BUSINESS
GENERAL
We design, develop, manufacture and market technologically advanced and
cost-effective intelligent optical inspection systems and related products
principally for the high-end printed circuit board industry. More recently, we
introduced intelligent optical inspection systems for the semiconductor
packaging industry and, as a result of our acquisition of Inspectech Ltd., the
microelectronics industry. We intend to further penetrate these markets in 2002.
We believe that our products offer customers a high level of intelligent
optical inspection and competitive price performance, thereby enhancing their
production yields and processes. Our products incorporate proprietary advanced
software, as well as advanced electro-optics, precision mechanics and image
processing technology. Our products are designed for easy operation and
maintenance, which, we believe, allows for relatively short training time.
Priortech, our parent company, through its affiliated companies, engages in
various aspects of electronic packaging, including the assembly of printed
circuit boards and the development of advanced substrates, which are
intermediate components connecting the chip to the printed circuit board.
Priortech is also one of the largest manufacturers of printed circuit boards in
Israel, based on 2000 and 2001 sales. We have worked closely with Priortech and
its affiliated companies and have utilized their facilities to develop, modify
and test, during the manufacturing process, our AOI systems for the printed
circuit board industry and our products for the semiconductor packaging
industry. This relationship has provided us with insights into the needs of our
customers and has enabled us to develop and refine our products and technology
with a customer orientation.
For further information regarding our business, see our 2001 20-F Report and
our May 2002 6-K Report, which we have incorporated by reference into this
prospectus.
RECENT DEVELOPMENTS
Subsequent to the release of our results for the first quarter ended
March 31, 2002, we have reviewed our expectations regarding our results from
operations for the second quarter and the balance of 2002. We expect that
revenues for the second quarter ended June 30, 2002 will be between $6 million
and $7 million, a rate of revenue growth of between 29% and 50%, compared to the
first quarter. Visibility of orders for the balance of 2002 continues to be low.
Revenues of between $10 million and $11 million per quarter would be necessary
for us to reach break even at our current expense levels and current selling
prices. We cannot assure you that we will be able to achieve such results in
2002.
15
CAPITALIZATION
The following table sets forth our capitalization as of March 31, 2002
(1) on an actual basis and (2) on an as adjusted basis to reflect the estimated
net proceeds after offering expenses from this offering on a fully subscribed
basis. You should read this table in conjunction with our financial statements
that are incorporated by reference into this prospectus.
AS OF MARCH 31, 2002
---------------------------------
ACTUAL
UNAUDITED AS ADJUSTED
--------------- ---------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
SHAREHOLDERS' EQUITY:
Ordinary shares, par value NIS 0.01 per share, 100,000,000
shares authorized, 22,138,308 shares issued on an actual
basis and 30,709,737 shares issued on an as adjusted
basis..................................................... 112 130
Additional paid-in capital.................................. 37,205 45,905
Unearned compensation....................................... (152) (152)
Accumulated other comprehensive income:
Unrealized holding gains on marketable securities......... 52 52
Retained earnings........................................... 6,270 6,270
Treasury stock (250,000 shares)............................. (592) (592)
---------- ----------
Total shareholders' equity.................................. $ 42,895 $ 51,613
========== ==========
16
THE RIGHTS OFFERING
We are offering rights to purchase a total of 8,571,429 of our ordinary
shares to our existing shareholders. The rights offering is designed to allow
our current shareholders to maintain their existing proportionate ownership
interests in Camtek. We are offering all of the ordinary shares to be sold in
the rights offering.
Each existing holder of our ordinary shares will have a purchase right to
subscribe for one ordinary share at the subscription price for each 2.5536
ordinary shares held of record by that holder at the close of business at
5:00 p.m., New York City time, on July 24, 2002. If you are a record holder of
your shares, you may participate in the rights offering. If you are a beneficial
owner whose shares are registered in any name other than your own (e.g., in a
broker's "street name" or in the name of a bank nominee) and you wish to
exercise your purchase rights, you must make appropriate arrangements for your
broker or nominee to participate in the rights offering on your behalf.
The Tel Aviv Stock Exchange rules regarding continuous exercise will not
apply to the rights.
IMPORTANT DATES
The summary timetable set forth below lists certain important dates relating
to the exercise of rights:
Record Date................................. July 24, 2002
Subscription Period......................... July 25, 2002 to August 8, 2002
Expiration Date............................. August 8, 2002
Delivery of New Ordinary Shares............. on or about August 16, 2002
PURCHASE RIGHT
Each 2.5536 ordinary shares held on the record date will entitle the holder
of those shares to a right to purchase one new ordinary share at the
subscription price. Holders may purchase all or part of the ordinary shares to
which they are entitled.
FRACTIONAL ENTITLEMENTS
We will not issue fractional ordinary shares. The number of ordinary shares
to which you are entitled will be rounded down to the nearest whole number.
Purchases will be accepted for whole ordinary shares only. Otherwise, you may
elect to receive all or part of the ordinary shares to which you are entitled at
your discretion.
SUBSCRIPTION AGENT
American Stock Transfer & Trust Company located in New York, New York is
acting as subscription agent for the rights offering for all shareholders.
Shareholders whose shares are held of record by them may also exercise their
rights by sending their subscription documents and payment directly to Camtek.
Shareholders whose shares are held through the clearing house of the Tel
Aviv Stock Exchange, may also, through their stock exchange member, return their
subscription documents and payments to the clearing house of the Tel Aviv Stock
Exchange. The clearing house of the Tel Aviv Stock Exchange will forward the
payment directly to Camtek.
17
INFORMATION AGENT
American Stock Transfer & Trust Company is acting as information agent for
the rights offering. If you have any questions about the rights offering or
procedures to follow in exercising your rights, please contact the information
agent by telephone at (718) 921-8200.
METHOD OF EXERCISING OF RIGHTS
During the subscription period, holders may exercise their rights by
delivering a signed exercise form to the subscription agent, together with
payment in full of the subscription price for each ordinary share purchased, by
5:00 p.m., New York time, on August 8, 2002.
Shareholders whose shares are held of record by them may also exercise their
rights by delivering a signed exercise form to Camtek, together with payment in
full of the subscription price for each ordinary share purchased, by 5:00 p.m.,
Israel time, on August 8, 2002.
Shareholders whose shares are held through the clearing house of the Tel
Aviv Stock Exchange, may also exercise their rights by delivering, through their
stock exchange member, a signed exercise form to the clearing house of the Tel
Aviv Stock Exchange, together with payment in full of the subscription price for
each ordinary share purchased, by 9:00 a.m., Israel time, on August 8, 2002.
The subscription agent, Camtek or the clearing house of the Tel Aviv Stock
Exchange, as applicable, may refuse to accept improperly completed or delivered
or unexecuted exercise forms.
YOUR RIGHTS WILL LAPSE IF YOU DO NOT EXERCISE THEM AND MAKE PAYMENT IN FULL BY
THE DESIGNATED TIME ON THE EXPIRATION DATE.
The exercise of rights in the rights offering is irrevocable and may not be
canceled or modified.
Purchase rights for which exercise forms and payment in full of the
subscription price were not received by 5:00 p.m. (New York City time) on
August 8, 2002, if sent to the subscription agent, or by 5:00 p.m., Israel time,
on August 8, 2002, if sent to Camtek, will expire and be deemed to have been
forfeited.
Purchase rights of shareholders whose shares are held through the clearing
house of the Tel Aviv Stock Exchange, for which exercise forms and payment in
full of the subscription price were not received by the clearing house of the
Tel Aviv Stock Exchange by 9:00 a.m., Israel time, on August 8, 2002, will
expire and be deemed to have been forfeited.
DETERMINATION OF SUBSCRIPTION PRICE
Our board of directors has determined the subscription price per ordinary
share to be the closing price of our ordinary shares on the Nasdaq National
Market on July 5, 2002.
METHODS OF PURCHASE AND PAYMENT
The subscription agent must receive payment in full of the subscription
price for each ordinary share purchased pursuant to the rights together with the
exercise form.
Shareholders whose shares are held of record by them may also send the
payment together with the exercise form directly to Camtek.
Shareholders whose shares are held through the clearing house of the Tel
Aviv Stock Exchange may also send the payment together with the exercise form,
through their stock exchange member, to the clearing house of the Tel Aviv stock
exchange.
18
If you are delivering your exercise forms and payment for your ordinary
shares to the subscription agent, please do so by mail, by hand or by overnight
courier, as follows:
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
Attn: Herb Lemmer
Shareholders whose shares are held of record by them, who opted to deliver
their exercise forms and payment for their ordinary shares to Camtek, must do so
by mail or by overnight courier, as follows:
Camtek Ltd.
Ramat-Gavriel Industrial Zone
P.O. Box 544
Migdal Haemek 23150
Israel
Attention: Mr. Moshe Amit
(011-972-4) 604-8100
If you hold your shares through a broker, bank or other nominee and you wish
to purchase shares in the rights offering, please promptly contact the broker,
bank or other entity holding your shares. Your broker or other nominee must
exercise the purchase rights certificate on your behalf for shares you wish to
purchase. We have sent separate instructions to all known brokers and banks to
assist you in exercising your rights.
Any payments to the subscription agent must be made in U.S. Dollars by money
order or cashier's check or by check drawn on a bank located in the United
States and payable to American Stock Transfer and Trust Company as subscription
agent. Any payments to Camtek must be made in U.S. Dollars by money order or
cashier's check or by check drawn on a commercial bank located in Israel, and
payable to Camtek Ltd. Holders of rights will choose the method of delivery of
exercise forms and payment of the subscription price and will bear the risk of
such election. IF YOU SEND YOUR EXERCISE FORMS AND PAYMENTS BY MAIL, WE URGE YOU
TO USE REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, AND TO
ALLOW A SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY AND CLEARANCE OF PAYMENT
PRIOR TO THE EXPIRATION DATE. WE STRONGLY URGE YOU TO PAY, OR ARRANGE FOR
PAYMENT, BY MEANS OF A CERTIFIED OR CASHIER'S CHECK OR MONEY ORDER. We will not
consider any payment by check to have been made until the check clears through
the account of the subscription agent or Camtek, as applicable, before the
expiration date.
LISTING
Our ordinary shares are quoted on the Nasdaq National Market and listed on
the Tel Aviv Stock Exchange. We have applied for the ordinary shares underlying
the rights offered in this prospectus to be quoted on the Nasdaq National Market
and listed on the Tel Aviv Stock Exchange.
DELIVERY OF ORDINARY SHARES
If you exercise your rights, the registrar will issue ordinary shares to you
either by book entry transfer or in definitive form on or about August 16, 2002.
Camtek will update its shareholders registry as required under Israeli law.
19
NOTICE OF PRIORTECH'S INTENT TO EXERCISE ITS RIGHTS
Priortech has expressed its intention to exercise all of its rights under
this rights offering. As of the date hereof, Priortech has a right to purchase
up to 5,922,228 shares under this rights offering.
DILUTION
Upon completion of the rights offering, existing shareholders who do not
exercise their rights fully will own a smaller proportional interest in us than
they currently hold. Assuming no rights are exercised other than those by
Priortech, all existing shareholders other than Priortech would experience
together a 6.58% dilution of their current equity ownership of us.
FEES AND EXPENSES
We have agreed to pay the fees and expenses of the subscription agent and
the information agent in connection with the rights offering, which we estimate
to be approximately $291,828.
GENERAL
We will determine all questions concerning the timeliness, validity, form
and eligibility of any purchase in the rights offering, and our determination
will be final and binding. We may, in our sole reasonable discretion, waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such time as we may determine, or reject the purported exercise of any
purchase right. Neither the subscription agent nor us will be under any duty to
give notification of any defect or irregularity in connection with the
submission of any such notice or will incur any liability for failure to give
such notification. However, liabilities under the U.S. federal securities laws
cannot be waived.
USE OF PROCEEDS
We will use the net proceeds from the rights offering, if any, after
deducting estimated expenses payable by Camtek of approximately $291,828, as
working capital and for other general corporate purposes.
20
DESCRIPTION OF ORDINARY SHARES
Set forth below is a summary of the material provisions of our Articles of
Association relating to the ordinary shares. This description does not purport
to be complete and is qualified in its entirety by reference to the Articles.
As of the date of this prospectus, our authorized share capital consists of
100,000,000 ordinary shares, par value NIS 0.01 per share, of which 22,138,308
ordinary shares are issued. 250,000 ordinary shares out of the ordinary shares
issued are held by us.
ORDINARY SHARES
The ordinary shares do not have preemptive rights. The ownership and voting
of ordinary shares by non-residents of Israel are not restricted in any way by
our memorandum of association or articles or by the laws of the State of Israel.
Under the Israeli Companies Law, Israeli companies may purchase or hold their
own shares subject to the same conditions that apply to distribution of
dividends. These shares do not confer any rights whatsoever for as long as they
are held by the company. Additionally, a subsidiary may purchase or hold shares
of its parent company to the same extent that the parent company is entitled to
purchase its own shares and these shares do not confer any voting rights for as
long as they are held by the subsidiary.
TRANSFER OF SHARES AND NOTICES
Ordinary shares are issued in registered form. Shares registered on the
books of the transfer agent in the United States may be freely transferred on
the transfer agent's books. We will be obligated to deliver notices to
shareholders in accordance with Nasdaq requirements.
DIVIDEND AND LIQUIDATION RIGHTS
Our board may declare a dividend to be paid to the holders of ordinary
shares out of our profits on condition that there is no reasonable concern that
the distribution will prevent us from meeting existing or expected liabilities
when these liabilities come due. For these purposes, "profits" are defined as
the larger of (1) the profit balance or (2) profits accrued in the two years
prior to the distribution, as reflected in the last audited or reviewed
financial report prepared no less than six months prior to distribution.
Dividends are distributed to shareholders in proportion to the nominal value of
their respective holdings. In the event of our liquidation, after satisfaction
of liabilities to creditors, our assets will be distributed to the holders of
ordinary shares in proportion to the nominal value of their respective holdings.
This right may be affected by the grant of preferential dividend or distribution
rights to the holders of any class of shares with preferential rights that may
be authorized in the future. The shareholders would need to approve any class of
shares with preferential rights.
THE POWER OF THE DIRECTORS
According to the Companies Law, a director may not participate in the
approval of a transaction in which he or she has a personal interest unless the
transaction is not an extraordinary transaction. An extraordinary transaction is
a transaction that is either not in the ordinary course of business, not on
market terms, or is likely to have a material impact on our profitability or
financial condition. If a majority of the members of the audit committee or the
board of directors has a personal interest in a transaction, then the interested
members may nonetheless participate in the meeting in which the transaction is
discussed, but the transaction will require shareholder approval. A transaction
relating to a director's compensation must be approved by our audit committee
and our shareholders at a general meeting. Additionally, special shareholder
voting procedures are required for the approval of compensation of directors who
are also considered controlling shareholders under the Companies Law.
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ACTION NECESSARY TO CHANGE RIGHTS OF SHAREHOLDERS
Holders of ordinary shares have one vote for each ordinary share held on all
matters submitted to a vote of the shareholders. These voting rights may be
affected by the grant of special voting rights to the holders of any class of
shares with preferential rights that may be authorized in the future.
MEETINGS OF SHAREHOLDERS
An annual meeting of the shareholders must be held every year and not later
than 15 months following the last annual meeting. A special meeting of the
shareholders may be convened by the board of directors at its decision or upon
the demand of any of: (1) two of the directors or 25% of the then serving
directors, whichever is fewer; (2) shareholders owning at least 5% of the issued
share capital and at least 1% of the voting rights in the company; or
(3) shareholders owning at least 5% of the voting rights in the company. If the
board does not convene a meeting upon a valid demand of any of the above, then
whoever made the demand, and in the case of shareholders, those shareholders
holding more than half of the voting rights of the persons making the demand,
may, not later than three months after having made the demand, convene a meeting
of the shareholders. Alternatively, upon application by the individuals making
the demand, a court may order that a meeting be convened. The quorum required
for a meeting of shareholders consists of at least two shareholders present in
person or by proxy who hold or represent together at least 33 1/3% of the issued
shares of the company which entitle the holders thereof to participate and vote
at shareholders' meetings. A meeting adjourned due to lack of a quorum is
generally adjourned to the same day in the following week at the same time and
place or any time and place as the directors designate in a notice to the
shareholders. If a quorum is not present at the deferred meeting, the meeting
may be held with any number of participants. However, if the meeting was
convened following a demand by the shareholders, the quorum will be that minimum
number of shareholders authorized to make the demand.
In any shareholders' meeting, a shareholder can vote either in person or by
proxy. General meetings of shareholders will be held in Israel, unless decided
otherwise by our board.
Most resolutions at a shareholders' meeting may be passed by a simple
majority. Resolutions requiring special voting procedures include the
appointment of outside directors and approval of transactions with controlling
shareholders.
Under the Companies Law, a shareholder has a duty to act in good faith and
in a customary manner in exercising his rights and duties towards the company
and other shareholders, to refrain from prejudicing the rights of other
shareholders and to refrain from abusing his power in the company. The rights
and duties include, among other things, in voting at the general meeting of the
shareholders on the following matters: (1) amendments to the articles; (2) an
increase in the company's authorized share capital; (3) a merger; or (4) an
approval of those related party transactions that require shareholder approval.
In addition, any shareholder who: (1) knows that it possesses power to
determine the outcome of a shareholder vote; (2) under the provisions of the
articles, has the power to appoint or to prevent the appointment of an office
holder in the company; or (3) controls the company in any other way, is under a
duty to act in fairness towards the company.
TRANSFER AGENT
The transfer agent and registrar for the ordinary shares is the American
Stock Transfer & Trust Company, New York, New York.
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LISTING
Our ordinary shares are quoted on the Nasdaq National Market under the
symbol "CAMT" and listed on the Tel Aviv Stock Exchange under the symbol "CAMT."
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion describes the material U.S. federal income tax
consequences of the rights affecting U.S. holders of our ordinary shares. For
purposes of this discussion, a U.S. holder is:
- an individual citizen or resident of the United States;
- a corporation or another entity taxable as a corporation created or
organized under the laws of the United States or any political subdivision
thereof;
- an estate, the income of which is includible in gross income for U.S.
federal income tax purposes regardless of its source; or
- a trust, if a U.S. court is able to exercise primary supervision over its
administration and one or more United States persons who have the
authority to control all of its substantial decisions.
Unless otherwise specifically indicated, this discussion does not consider
the United States tax consequences to a person that is not a U.S. holder and
considers only U.S. holders that own our ordinary shares as capital assets.
This discussion is based on current provisions of the Internal Revenue Code
of 1986, as amended, referred to as the Code, current and proposed Treasury
regulations promulgated under the Code and administrative and judicial
interpretations of the Code, all as in effect today and all of which are subject
to change, possibly with a retroactive effect. This discussion does not address
all aspects of U.S. federal income taxation that may be relevant to any
particular U.S. holder based on the U.S. holder's particular circumstances, nor
does it address the U.S. federal income tax consequences of the rights offering
to holders who are subject to special rules, such as persons who are
broker-dealers, insurance companies, tax exempt organizations or financial
institutions or who own, directly, indirectly or constructively, 10% or more of
our outstanding voting shares, persons holding our ordinary shares as part of a
hedging, straddle or conversion transaction, persons whose functional currency
is not the U.S. dollar and persons subject to the alternative minimum tax.
Additionally, the tax treatment of persons who hold our ordinary shares through
a partnership or other pass-through entity is not considered, nor is the
possible application of U.S. federal estate or gift taxes or any aspect of
state, local or non-U.S. tax laws.
Subject to the limitations set forth herein, the material U.S. federal
income tax consequences on a receipt of the rights pursuant to the rights
offering will be as follows:
- The distribution of the rights will not result in taxable income to a U.S.
holder of our ordinary shares and no gain or loss will be recognized by a
U.S. holder upon exercise or lapse of a right.
- A U.S. holder's holding period for the rights received in the rights
offering will include the U.S. holder's holding period for the ordinary
shares with respect to which the rights were received.
- In the case of a U.S. holder of the rights that allows the rights to
lapse, no adjustment will be made to the basis of the ordinary shares with
respect to which the rights were distributed.
- In the case of a U.S. holder that exercises the rights, the tax basis of
the ordinary shares acquired upon exercise of the rights will equal the
sum of the subscription price paid for such ordinary shares and the
holder's tax basis, if any, in the rights. An allocation to the rights of
a portion of the tax basis of a U.S. holder's ordinary shares will not be
made unless either (i) the fair market value of the rights on the date
such rights are distributed is equal to at least 15% of
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the fair market value of our ordinary shares on such date or (ii) the
holder elects, by attaching a statement to its U.S. federal income tax
return for the taxable year in which the rights are received, to allocate
part of the tax basis of such holder's ordinary shares to the rights. If
an allocation to the rights of a portion of the tax basis of our ordinary
shares is required to be made, a U.S. holder's tax basis in our ordinary
shares will be allocated between the ordinary shares held by such holder
and the rights received by such holder in proportion to their respective
fair market values on the date the rights are distributed.
- The holding period of ordinary shares acquired upon exercise of the rights
will begin on the date the rights are exercised.
For a discussion of the U.S. federal income tax consequences of the
purchase, ownership and disposition of our ordinary shares, see the discussion
of U.S. tax considerations contained in Item 10.E. of our 2001 20-F Report
entitled "Taxation--U.S. Federal Income Tax Considerations Regarding Shares
Acquired by U.S. Taxpayers," which is incorporated herein by reference.
THE FOREGOING SUMMARY DOES NOT DISCUSS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES
THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF THE RIGHTS OR OUR ORDINARY SHARES
IN LIGHT OF SUCH HOLDER'S PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. YOU
ARE ADVISED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC U.S.
FEDERAL INCOME TAX CONSEQUENCES THAT WOULD RESULT FROM THE RIGHTS OFFERING AND
YOUR OWNERSHIP AND EXERCISE OR LAPSE OF THE RIGHTS, INCLUDING THE APPLICATION
AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS
OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
MATERIAL ISRAELI TAX CONSEQUENCES
The following discussion describes the material Israeli income tax
consequences of the exercise of the rights:
THE RIGHTS
The distribution of the rights to existing shareholders will not result in
taxable income to such holders under Israeli tax law.
THE ORDINARY SHARES
Under current law, sales of our ordinary shares by anyone who is not a
dealer in securities in Israel and is not a company that is subject to the
Inflationary Adjustments Law are exempt from Israeli capital gains tax as long
as the ordinary shares are traded on the Tel Aviv Stock Exchange, and, provided
we continue to qualify as an Industrial Company or industrial holding company,
as long as they are listed on the Nasdaq National Market or on another stock
exchange recognized by the Israeli Ministry of Finance. There can be no
assurance that we will maintain this listing or qualification.
A proposed bill adopting tax reform proposals was introduced in July 2000 to
the Israeli legislature. Legislation implementing this bill, which would have
altered the taxation of individuals, has not been enacted. In February 2002, due
to significant political and economic changes, the Minister of Finance appointed
a new committee to reconsider and make new recommendations on tax reform. A
proposed bill adopting the tax reform recommendations of this committee has been
introduced in July 2002 to the Israeli legislature. This proposed bill, if
enacted into law, would, among other things, alter the taxation of individuals
and of capital gains. Under the proposed bill, foreign residents will be exempt
from capital gains tax on sales of securities traded on Israeli stock exchanges
and Israeli residents may become subject to capital gains tax at different
rates. We cannot be certain, however, if the proposed bill will be enacted into
law, when it will be enacted and what form it will eventually take.
FOR A FURTHER DESCRIPTION OF THE ISRAEL TAX CONSEQUENCES OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES, SEE THE DESCRIPTION OF THE
ISRAELI TAX CONSIDERATIONS CONTAINED IN
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"ITEM 10.E.--TAXATION" OR OUR 2001 20-F REPORT, WHICH IS INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS.
THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF ISRAELI INCOME TAX
CONSEQUENCES THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF THE RIGHTS IN LIGHT
OF SUCH HOLDER'S PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. YOU ARE
ADVISED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC ISRAELI INCOME
TAX CONSEQUENCES THAT WOULD RESULT FROM YOUR OWNERSHIP AND EXERCISE OR LAPSE OF
THE RIGHTS, INCLUDING THE APPLICATION AND EFFECT OF LOCAL, FOREIGN AND OTHER TAX
LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN ISRAELI TAX LAWS.
LEGAL MATTERS
The validity of the issuance of the ordinary shares being offered hereby and
legal matters under Israeli law in connection with the offering will be passed
upon for us by Shiboleth, Yisraeli, Roberts, Zisman & Co., Tel-Aviv, Israel, our
Israeli counsel. In addition, matters with respect to United States law will be
passed upon for us by Brobeck, Phleger & Harrison LLP, New York, New York. As to
matters of Israeli law, Brobeck, Phleger & Harrison LLP will rely upon the
opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co. As to matters of U.S. law,
Shiboleth, Yisraeli, Roberts, Zisman & Co. will rely upon the opinion of
Brobeck, Phleger & Harrison LLP.
EXPERTS
The consolidated financial statements of Camtek Ltd. included in our annual
report on Form 20-F for the year ended December 31, 2001, incorporated by
reference in this Prospectus have been audited by Eisner LLP, independent
auditors, and Goldstein Sabo Tevet, independent public accountants in Israel, as
indicated in their report with respect thereto, and are incorporated herein by
reference in reliance upon the report of such firms given upon their authority
as experts in accounting and auditing.
EXPENSES
The following table sets forth the estimated expenses in connection with the
offering described in this Registration Statement:
Securities and Exchange Commission registration fee......... $ 828
Nasdaq National Market listing fee.......................... 23,000
Israeli stamp tax........................................... 90,000
Printing.................................................... 8,000
Legal fees and expenses..................................... 115,000
Accountants' fees and expenses.............................. 25,000
Fees and expenses of subscription agent..................... 10,000
Miscellaneous expenses...................................... 20,000
--------
Total..................................................... $291,828
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