As filed with the Securities and Exchange Commission on March 15, 2007
| Registration No. 333- |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
POINTER TELOCATION LTD.
(Exact
name of Registrant as specified in its charter)
| Israel | Not Applicable |
| (State or other jurisdiction of incorporation | (I.R.S. Employer |
| or organization) | Identification No.) |
1 Korazin Street
Givatayim 53583 Israel
972-3-572-3111
(Address
of Registrant’s principal executive offices)
POINTER TELOCATION
LTD. EMPLOYEE SHARE OPTION PLAN (2003)
(previously named
Nexus Telocation Systems Ltd. Employee Share Option Plan (2003))
(full title of the plan)
Pointer Telocation Ltd.
Givatayim 53583 Israel
972-3-572-3111
(Name and address of
agent for service)
(Telephone
number, including area code, of agent for service)
Orly
Tsioni, Adv.
Yigal Arnon & Co.
1 Azrieli Center
Tel Aviv 67021, Israel
(972-3) 608-7777
| CALCULATION OF REGISTRATION FEE |
|
Title of securities
to be registered |
Amount to be
registered (1) |
Proposed maximum
offering price per share |
Proposed maximum
aggregate offering price |
Amount of
registration fee (2) |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | 150,000 | $ | 12.08 | $ | 1,812,000 | $ | 230 | |||||||
|
|
| 1 | 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 Pointer Telocation Ltd. Employee Share Option Plan (2003) (previously known as Nexus Telocation Systems Ltd. Employee Share Option Plan (2003)) as a result of the adjustment provisions therein. |
| 2 | 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. |
This Registration Statement on Form S-8 is being filed with the Securities Exchange Commission for the purpose of registering an additional 150,000 Ordinary Shares, par value NIS 3.00 each, of Pointer Telocation Ltd. (the “Registrant”), issuable pursuant to the Registrant’s Employee Shares Option Plan (2003), as amended (the “Plan”). The Registrant’s earlier Registration Statements 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 (which after the consolidation of the share capital of the Registrant constitutes 150,000 Ordinary Shares, par value NIS 3.00 each), filed on September 9, 2004, file number 333-118897, relating to 3,000,000 of its Ordinary Shares, par value NIS 0.03 each (which after the consolidation of the share capital of the Registrant constitutes 30,000 Ordinary Shares, par value NIS 3.00 each), and filed on December 29, 2006, file number 333-139717, relating to 100,000 of its Ordinary Shares, par value NIS 3.00 each, issuable pursuant to the Plan is incorporated herein by reference. These additional 150,000 Ordinary Shares, par value NIS 3.00 each, 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 February 15, 2007.
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 Registration Statement on Form S-8, filed on September 9, 2004, file number 333-118897.
(c) Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005, filed on June 27, 2006, including any amendment or report subsequently filed by the Registrant for the purpose of updating the information contained therein.
(d) 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 27, 2006 including our Report of Foreign Private Issuers on Form 6-K filed on
|
Month
|
Filing Date
|
|---|---|
| September 2006 | September 6, 2006 |
| November 2006 | November 22, 2006 |
| November 27, 2006 | |
| December 2006 | December 11, 2006 |
| December 12, 2006 | |
| December19, 2006 | |
| December 21, 2006 | |
| December 28, 2006 | |
| December 28, 2006 | |
| January 2007 | January 16, 2007 |
| March 2007 | March 1, 2007 |
| March 6, 2007 |
| Item 8. | Exhibits |
| Exhibit 5.1 | Opinion of Yigal Arnon & Co. |
| Exhibit 23.1 | Consent of Yigal Arnon & Co. (included in the opinion of Yigal Arnon & Co. filed as Exhibit 5.1 herein). |
| Exhibit 23.2 |
Consent
of Kost Forer Gabbay & Kasierer C.P.A.
Consent of Grant Thornton Argentina S.C. Consent of Salles, Sainz - Grant Thornton, S.C. |
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 8 th day of March, 2007.
|
POINTER TELOCATION LTD.
By: /s/ Yossi Ben Shalom —————————————— Yossi Ben Shalom, Chairman of the Board of Directors |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yossi Ben Shalom and Daniel Stern 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 Pointer Telocation 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:
| Signature | Title | Date |
|
(-)
—————————————— Yossi Ben Shalom |
Chairman of the Board of
Directors |
March 8, 2007 |
|
(-)
—————————————— Daniel Stern |
President and Chief Executive
Officer |
March 8, 2007 |
|
(-)
—————————————— Zvi Fried |
Chief Financial Officer | March 8, 2007 |
|
(-)
—————————————— Barak Dotan |
Director | March 8, 2007 |
|
(-)
—————————————— Alicia Rotbard |
Independent Director | March 8, 2007 |
|
(-)
—————————————— Ben Ami Gov |
Independent Director | March 8, 2007 |
Exhibit 5.1
YIGAL ARNON & CO.
ADVOCATES AND NOTARY
| Tel Aviv | March 8, 2007 |
| Ref | YA Opinion for Additional |
| Shares- December 2006 |
| Direct Dial: | 972-3-6087842 |
| Direct Fax: | 972-3-608-7713 or -7714 |
| E-mail: | orly@arnon.co.il |
Pointer Telocation Ltd.
1 Korazin Street
Givatayim
Israel
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Pointer Telocation 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 150,000 of its Ordinary Shares, par value New Israeli Shekel 3.00 per share (the “ Option Shares ”), under the Pointer Telocation Ltd. Employee Share Option Plan 2003 (the “ Plan ”). The Registration Statement is being filed further to the Registration Statements on Form S-8 filed with the Securities Exchange Commission on March 9, 2004, file number 333-113420, under which 150,000 of the Company’s Ordinary Shares, par value New Israeli Shekel 3.00 per share, were registered under the Plan, on September 9, 2004, file number 333-118897, under which 30,000 of the Company’s Ordinary Shares, par value New Israeli Shekel 3.00 per share, were registered under the Plan, and on December 29, 2006, file number 333-139717, under which 100,000 of the Company’s Ordinary Shares, par value New Israeli Shekel 3.00 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.
YIGAL ARNON & CO.
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.
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.
|
Very truly yours,
/s/ Yigal Arnon & Co. |
- 2 -
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the to the incorporation by reference in the Registration Statement (Form S-8) of Pointer Telocation Ltd.(the “Company”) registering 150,000 Ordinary Shares of the Company, issuabble pursuant to the Company’s Employee Shares Option Plan (2003), as amended, of our report dated March 1, 2006 with respect to the consolidated financial statements of the Company included in its Annual Report (Form 20-F), for the year ended December 31, 2005.
|
Kost Forer Gabbay & Kasirer
A Member of Ernst & Young Global |
Tel Aviv, Israel
Date: March 8, 2007
Consent of Independent Auditors
We have issued our Report dated February 3, 2006 accompanying the financial statements of Pointer Loclaizcion y Asistencia S.A. (previously named Tracsat S.A.) appearing in the Annual Report Of Pointer Telocation Ltd. included in the Annual Report on Form 20-F for the year ended December 31, 2005.
We consent to the to the incorporation by reference in the Registration Statement (Form S-8) of Pointer Telocation Ltd.(the “Company”) of our report dated February 3, 2006 with respect to the consolidated financial statements of the Company included in its Annual Report (Form 20-F), for the year ended December 31, 2005.
|
Grant Thornton Argentina S.C.
Certified Public Accountants |
Date: March 8, 2007
Consent of Independent Auditors
We consent to the to the incorporation by reference in the Registration Statement (Form S-8) of Pointer Telocation Ltd.(the “Company”) of our report dated February 7, 2006 with respect to the consolidated financial statements of the Company included in its Annual Report (Form 20-F), for the year ended December 31, 2005.
|
Salles, Sainz - Grant Thornton, S.C.
Certified Public Accountants |
Date: March 8, 2007