As filed with the Securities and Exchange Commission on March 30, 2011
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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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POINTER TELOCATION LTD.
(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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14 Ha'melacha Street
Park Afek, Rosh Ha'ayin, 48091, 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.
14 Ha'melacha Street
Park Afek, Rosh Ha'ayin, 48091, 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.
1Azrieli Center
Tel Aviv 67021, Israel
(972-3) 608-7777
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 share
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Proposed maximum aggregate offering price per share
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Amount of registration fee
2
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Ordinary Shares
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500,000
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$5.96
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$2,980,000
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$346
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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 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.
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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 amended by taking the average of high and low prices of the Ordinary Shares on the Nasdaq Capital Market on March 28, 2011.
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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 500,000 Ordinary Shares, par value NIS 3.00 each, of Pointer Telocation Ltd. (the "Registrant"), issuable pursuant to the Registrant's Employee Share 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), filed on December 29, 2006, file number 333-139717, relating to 100,000 of its Ordinary Shares, par value NIS 3.00 each, and filed on March 15, 2007, file number 333-141306, relating to 150,000 of its Ordinary Shares, par value NIS 3.00 each, issuable pursuant to the Plan, is incorporated herein by reference. These additional 500,000 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 January 13, 2011.
PART II
INFORMATION REQRUIRED IN THE REGISTRATION STATEMENT
Item 3.
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.
Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010, filed on March 30, 2011, including any amendment or report subsequently filed by the Registrant for the purpose of updating the information contained therein.
In addition, all subsequent annual reports filed on Form 20-F prior to the termination of this offering are incorporated by reference into this Registration Statement. Also, we may incorporate by reference our future reports on Form 6-K by stating in those Forms that they are being incorporated by reference into this prospectus.
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into this Registration Statement and to be part hereof from the respective dates of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by
reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.
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Item 8.
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Exhibits
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Exhibit 5.1
Exhibit 23.1
Exhibit 23.2
Exhibit 23.3
Exhibit 23.4
Exhibit 24.1
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Opinion of Yigal Arnon & Co.
Consent of Yigal Arnon & Co. (included in the opinion of Yigal Arnon & Co. filed as
Exhibit 5.1 herein).
Consent of Kost Forer Gabbay & Kasierer - Independent Registered Public Accounting Firm
Consent of Grant Thornton Argentina S.C.
Consent of Salles, Sainz – Grant Thornton, S.C.
Power of Attorney (see Page II-3 of this Registration Statement)
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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 Rosh Ha'ayin, State of Israel, on the 30th day of March, 2011.
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POINTER TELOCATION LTD.
By
:
/s/ Yossi Ben Shalom
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, 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:
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Signature
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Title
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Date
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/s/
Yossi Ben Shalom
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Chairman of the Board of Directors
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March 30, 2011
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Yossi Ben Shalom
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/s/
David Mahlab
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Chief Executive Officer
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March 30, 2011
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David Mahlab
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/s/
Zvi Fried
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Chief Financial Officer
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March 30, 2011
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Zvi Fried
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/s/
Barak Dotan
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Director
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March 30, 2011
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Barak Dotan
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/s/
Alicia Rotbard
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Director
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March 30, 2011
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Alicia Rotbard
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/s/
Yoel Rosenthal
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Director
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March 30, 2011
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Yoel Rosenthal
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/s/
Zvi Rotenberg
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Independent Director
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March 30, 2011
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Zvi Rotenberg
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/s/
Gil Oren
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Independent Director
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March 30, 2011
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Gil Oren
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EXHIBIT INDEX
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Exhibit 5.1
Exhibit 23.1
Exhibit 23.2
Exhibit 23.3
Exhibit 23.4
Exhibit 24.1
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Opinion of Yigal Arnon & Co.
Consent of Yigal Arnon & Co. (included in the opinion of Yigal Arnon & Co. filed as
Exhibit 5.1 herein).
Consent of Kost Forer Gabbay & Kasierer - Independent Registered Public Accounting Firm
Consent of Grant Thornton Argentina S.C.
Consent of Salles, Sainz – Grant Thornton, S.C.
Power of Attorney (see Page II-3 of this Registration Statement)
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4
Exhibit 5.1
Tel Aviv | March 30, 2011
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Direct Dial: 972-3-6087842
Direct Fax: 972-3-608-7713 or -7714
Email: orly@arnon.co.il
Pointer Telocation Ltd.
14 Ha'melacha Street
Park Afek,
Rosh Ha'ayin, 48091
Israel
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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 500,000 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
"). In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate, we have assumed the truth of all facts communicated to us by the Company, and we have also assumed that all consents, minutes and protocols of meetings of the Company’s board of directors and shareholders' meetings of the Company which have been provided to us are true, accurate and have been properly prepared in accordance with the Company’s incorporation documents and all applicable laws. In addition, we have assumed that in connection with the issuance of Option Shares under the Plan, the Company will receive consideration in an amount not less than the aggregate par value of the Option Shares covered by each such issuance.
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.
The above opinion is based on facts existing on the date hereof and of which we are aware. 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. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
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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Sincerely,
/s/
Yigal Arnon & Co.
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1 Azrieli Center, Tel Aviv 67021, Israel | Tel: (+972) 3 608 7777 | Fax: (+972) 3 608 7724
31 Hillel Street, Jerusalem 94581, Israel | Tel: (+972) 2 623 9239 | Fax: (+972) 2 623 9233
www.arnon.co.il | info@arnon.co.il