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As filed with the Securities and Exchange Commission on September 7, 2004
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Registration No. 33-
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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NEXUS
TELOCATION SYSTEMS LTD.
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(Exact name of Registrant as specified in its charter)
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Israel
(State or other jurisdiction of incorporation
or organization)
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Not Applicable
(I.R.S. Employer
Identification No.)
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1 Korazin Street
Givatayim 53583 Israel
972-3-572-3111
(Address
of Registrant’s principal executive offices)
NEXUS TELOCATION
SYSTEMS LTD. EMPLOYEE SHARE OPTION PLAN (2003)
(full title of the plan)
Nexus Telocation
Systems Ltd.
Givatayim 53583 Israel
972-3-572-3111
(Name
and address of agent for service)
(Telephone number, including area code, of agent for
service)
Copies to:
Orly
Tsioni, Adv.
Yigal Arnon & Co.
1
Azrieli Center
Tel Aviv 67021, Israel
(972-3)
608-7777
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CALCULATION OF
REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered
1
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Proposed maximum
offering price per
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Proposed maximum
aggregate offering
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Amount of
registration fee
2
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Ordinary Shares
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3,000,000
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$0.135
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$405,000
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$52
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1
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In
addition, in accordance with Rule 416(a) under the Securities Act of 1933, this
registration statement also covers such indeterminate number of shares as may
become subject to options under the Nexus Telocation Systems Ltd. Employee Share
Option Plan (2003) as a result of the adjustment provisions therein.
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2
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The
registration fee for Ordinary Shares which may be purchased upon exercise of outstanding
options under the plan was calculated pursuant to Rule 457 (h) and pursuant to
Section 6(b) of the Securities Act of 1933 as follows: average of high and low
prices within 5 business days prior to the date of filing multiplied by .0001267.
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I
REGISTRATION OF
ADDITIONAL SECURITIES
EXPLANATORY NOTE
This
Registration Statement on Form S-8 is being filed with the Securities Exchange Commission
for the purpose of registering an additional 3,000,000 Ordinary Shares, par value NIS 0.03
each, of Nexus Telocation Systems Ltd. (the “Registrant”), issuable pursuant to
the Registrant’s Employee Shares Option Plan (2003), as amended (the
“Plan”). The Registrant’s earlier Registration Statement on Form S-8, filed
on March 9, 2004, file number 333-113420, relating to 15,000,000 of its Ordinary Shares,
par value NIS 0.03 each, issuable pursuant to the Plan is incorporated herein by
reference. These additional 3,000,000 Ordinary Shares have become authorized for issuance
under the Plan in accordance with the resolution of the Board of Directors of the
Registrant adopted in their meeting held May 2, 2004.
Incorporation of
Certain Information by Reference
Pursuant
to General Instruction E to Form S-8 the following documents filed by the Registrant are
incorporated by reference in this registration statement.
(a)
Registrant’s Registration Statement on Form S-8, filed on March 9, 2004,
file number 333-113420.
(b)
Registrant’s Annual Report on Form 20-F for the year ended December 31,
2003, filed on June 30, 2004, including any amendment or report subsequently
filed by the Registrant for the purpose of updating the information contained
therein.
(c)
All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since June 30, 2004 including
our Report of Foreign Private Issuers on Form 6-K filed on
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Month
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Filing Date
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July 2004
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July 27, 2004
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Item 8. Exhibits
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Exhibit 5.1
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Opinion of Yigal Arnon & Co.
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Exhibit 23.1
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Consent of Yigal Arnon & Co. (included in the opinion of Yigal Arnon & Co.
filed as Exhibit 5.1 herein).
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Exhibit 23.2
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Consent of Kost Forer Gabbay & Kasierer C.P.A. (formerly Kost, Forer & Gabbay).
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Givatayim, State of Israel, on the
31
st
day of August, 2004.
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NEXUS TELOCATION SYSTEMS LTD.
BY: /S/ Yossi Ben Shalom
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Yossi Ben Shalom,
Chairman of the Board of Directors
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POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Yossi Ben Shalom and Arik Avni and each of them severally, his true and lawful
attorney-in-fact, and agent each with power to act with or without the other, and with
full power of substitution and resubstitution, to execute in the name of such person, in
his capacity as a director or officer of Nexus Telocation Systems Limited, any and all
amendments to this Registration Statement on Form S-8 and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or
their substitutes, may do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated:
/s/ Yossi Ben Shalom
Yossi Ben Shalom
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Chairman of the Board of
Directors
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August 31, 2004
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/s/ Arik Avni
Arik Avni
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President and Chief Executive
Officer
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August 31, 2004
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/s/ Ronen Stein
Ronen Stein
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Chief Financial Officer
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August 31, 2004
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/s/ Barak Dotan
Barak Dotan
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Director
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August 31, 2004
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/s/ Ken Lalo
Ken Lalo
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Director
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August 31, 2004
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/s/ Yoel Rosenthal
Yoel Rosenthal
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Director
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August 31, 2004
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/s/ Alicia Rotbard
Alicia Rotbard
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Independent Director
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August 31, 2004
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/s/ Ben Ami Gov
Ben Ami Gov
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Independent Director
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August 31, 2004
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Exhibit 5.1
YIGAL ARNON & CO.
ADVOCATES AND NOTARY
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Tel
Aviv
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August 31, 2004
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Ref.
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YA Opinion
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Direct Dial:
Direct Fax:
E-mail:
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972-3-6087842
972-3-608-7713 or - 7714
orly@arnon.co.il
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Nexus Telocation Systems
Ltd.
1 Korazin Street
Givatayim
Israel
Ladies and Gentlemen:
Re:
Registration
Statement on Form S-8
Dear Sirs:
We have acted as counsel for Nexus
Telocation Systems Ltd., a company organized under the laws of Israel (the
“
Company
”), in connection with the Registration Statement on Form S-8
(the “
Registration Statement
”) being filed by the Company under the
Securities Act of 1933 for the purposes of registering an additional 3,000,000 of its
Ordinary Shares, par value New Israeli Shekel 0.03 per share (the “
Option
Shares
”), under the Nexus Telocation Systems Ltd. Employee Share Option Plan 2003
(the “
Plan
”). The Registration Statement is being filed further to the
Registration Statement on Form S-8 filed with the Securities Exchange Commission on March
9, 2004, file number 333-113420, under which 15,000,000 of the Company’s Ordinary
Shares, par value New Israeli Shekel 0.03 per share, were registered under the Plan.
On the basis of such investigation as
we have deemed necessary, we are of the opinion that the Option Shares have been duly and
validly authorized for issuance and, when issued upon due exercise of options granted or
hereafter granted under the Plan in accordance with the provisions of the Plan and the
related option agreements (including payment of the option exercise price provided for
therein), will be fully paid and nonassessable.
We are members of the Israeli bar,
and the opinions expressed herein are limited to questions arising under the laws of the
State of Israel, and we disclaim any opinion whatsoever with respect to matters governed
by the laws of any other jurisdiction.
YIGAL ARNON & CO.
We hereby consent to the filing of
this opinion as an Exhibit to the Registration Statement. In giving this consent, we do
not thereby admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
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Very truly yours,
/s/ Yigal Arnon & Co.
——————————————
Yigal Arnon & Co.
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