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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):
June 9, 2009

AROTECH CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
0-23336
 
95-4302784
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

1229 Oak Valley Drive, Ann Arbor, Michigan
 
48108
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:
 
(800) 281-0356

                                                              
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 

 
SEC 873 (02/08)

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Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
See material disclosed under Items 8.01 and 9.01.
 
Item 8.01
Other Events.
 
On June 9, 2009, at the Annual Meeting of Stockholders of Arotech Corporation (the “Registrant”), the stockholders of the Registrant voted on the following proposals with the following results:
 
1.  Electing three Class I directors for a three-year term ending in 2012 and continuing until their successors are duly elected and qualified:
 
Votes For
Votes Withheld
Abstentions
Shares Not Voting
Dr. Jay M. Eastman
9,132,889
1,283,445
0
0
Steven Esses
9,344,821
1,071,513
0
0
Michael E. Marrus
9,269,865
1,146,468
0
0
(Directors whose terms of office continued after the meeting were Robert S. Ehrlich, Edward J. Borey, Seymour Jones, and Elliot Sloyer)
 
2.  Amending the Company’s Amended and Restated Certificate of Incorporation to reduce its authorized common stock from 250,000,000 shares to 50,000,000 shares:
 
Votes For
Votes Against
Abstentions
Shares Not Voting
 
9,999,801
400,992
15,539
0
 
3.  Amending the Company’s Amended and Restated Certificate of Incorporation to authorize the Board of Directors, in addition to the stockholders, to make, amend and repeal the Company’s by-laws:
 
Votes For
Votes Against
Abstentions
Shares Not Votin g
 
2,327,757
1,285,645
10,933
6,791,938
 
4.  Amending the Company’s Amended and Restated Certificate of Incorporation to include a provision pursuant to which the Company will be governed by Section 203 of the General Corporation Law of the State of Delaware:
 
Votes For
Votes Against
Abstentions
Shares Not Voting
 
2,491,958
1,118,228
14,209
6,791,938
 
5.  Adopting the Arotech 2009 Equity Incentive Plan and reserving 5,000,000 shares of common stock for issuance under such plan and ratifying certain previous issuances of restricted stock:
 
Votes For
Votes Against
Abstentions
Shares Not Voting
 
2,430,021
1,176,000
18,374
6,791,938
 
Accordingly, Proposals 1, 2 and 5 were approved, and Proposals 3 and 4 failed due to their not having received a majority of the issued and outstanding share capital of the Registrant as required under Delaware law.
 
The amendment to the Registrant’s Certificate of Incorporation approved by the stockholders of the Registrant in Proposal 2 above is filed as an exhibit to this Current Report on Form 8-K.
 

 
 
 


Item 9.01
Financial Statements and Exhibits.
 
As described above, the following Exhibit is furnished as part of this Current Report on Form 8-K:
 
Exhibit
Number
 
Description
3.1
 
Amendment to the Company’s Amended and Restated Certificate of Incorporation, filed on June 9, 2009
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  June 9, 2009
AROTECH CORPORATION
 
 
(Registrant)
 
   
 
 
/s/ Robert S. Ehrlich
   
Name:
Robert S. Ehrlich
   
Title:
Chairman and CEO


 
  2
 

 
 

 
 
Exhibit 3.1
 

STATE OF DELAWARE
 

 
CERTIFICATE OF AMENDMENT
 
OF THE
 
AMENDED AND RESTATED
 
CERTIFICATE OF INCORPORATION
 
OF
 
AROTECH CORPORATION
 

 
 
 Adopted in accordance with the provisions of
Section 242 of the General Corporation Law
of the State of Delaware
 
 
 

The undersigned, being respectively the Chairman of the Board and Secretary of Arotech Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), hereby certify as follows:
 
FIRST:       Article FOUR of the certificate of incorporation of the Corporation, as heretofore amended and restated (the “Certificate of Incorporation”), authorizes the issuance of two hundred fifty-one million (251,000,000) shares of capital stock, $.01 par value, of which two hundred fifty million (250,000,000) shares were designated common stock and one million (1,000,000) shares were designated preferred stock.
 
SECOND:    In order to decrease the number of shares of capital stock that the Corporation shall be authorized to issue, the Certificate of Incorporation is hereby amended as follows:
 
By striking out paragraph 1 of Article FOUR as it now exists and inserting in lieu and instead thereof a new paragraph 1 of Article FOUR, reading in its entirety as follows:
 

 
 
 

FOUR :   1.   The total number of shares of all classes of stock that the Corporation shall have authority to issue is fifty-one million (51,000,000) consisting of
two classes of shares designated as follows:
 
A:    Fifty million (50,000,000) shares of Common Stock, $.01 par value (the “Common Stock”); and
 
B.     One million (1,000,000) shares of Preferred Stock, $.01 par value (the “Preferred Stock”).
 
THIRD:         This amendment has been duly adopted at a meeting of the Board of Directors of the Corporation and at a meeting of the stockholders of the Corporation duly called and held, pursuant to notice in accordance with Sections 222 of the General Corporation Law, by the vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon in accordance with the provisions of Section 242 of the General Corporation Law.
 
FOURTH:      The capital of the Corporation shall not be reduced under or by reason of this amendment.
 
IN WITNESS WHEREOF , the undersigned have executed this Certificate this 9 th day of June, 2009.
 

 
                                                            /s/ Robert S. Ehrlich                        
                                                         Robert S. Ehrlich, Chairman of the Board


ATTEST :



 
     /s/ Yaakov Har-Oz                              
           Yaakov Har-Oz, Secretary

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