UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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 12, 2019 (June 11, 2019)

 

On Track Innovations Ltd.

(Exact Name of Registrant as Specified in Its Charter)

 

Israel

(State or Other Jurisdiction of Incorporation)

 

000-49877   N/A
(Commission File Number)   (IRS Employer Identification No.)

 

Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel   12000
(Address of Principal Executive Offices)   (Zip Code)

 

011 972 4 6868000

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary shares, par value NIS 0.10 per share   OTIV   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 11, 2019, On Track Innovations Ltd. (the “ Company ”) and Mr. Shlomi Cohen, the Company’s Chief Executive Officer, agreed that Mr. Cohen will cease to serve as the Company’s Chief Executive Officer on December 31, 2019 while continuing to serve as a member of the Board of Directors of the Company (the “ Board ”). Mr. Cohen undertook to assist in identifying, hiring and smooth transitioning the role of Company’s Chief Executive Officer to his successor.

 

Mr. Cohen is expected to be elected as the Chairperson of the Company and to provide additional services to the Company. In connection with this transition, the Company and Mr. Cohen entered into a Transition and Amendment to Employment Agreement (the “ Agreement ”) pursuant to which, among other things, the compensation of Mr. Cohen will be reduced and adapted to the new position, effective January 1, 2020. The Agreement provides that Mr. Cohen will be employed by the Company with a gross monthly salary of NIS 36,000 (equivalent to approximately $10,000), and other standard benefits, but no annual bonus. In addition, Mr. Cohen may be awarded share options annually, not to exceed in any calendar year options to purchase 50,000 Ordinary Shares of the Company, par value NIS 0.10 per share. The Agreement may be terminated by either party upon providing an advance three months notice and is subject to shareholders approval. The Company intends to submit the Agreement for approval at the Company’s next general meeting of shareholders. A copy of the Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.  

Description

     
10.1   Transition and Amendment to Employment Agreement, dated June 11, 2019, by and between the Company and Mr. Shlomi Cohen

 

1

 

 

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.

 

  On Track Innovations Ltd.
     
Date: June 12, 2019 By: /s/ Shlomi Cohen
  Name:  Shlomi Cohen
  Title:  Chief Executive Officer

 

 

2

 

 

Exhibit 10.1

 

Transition and Amendment to Employment Agreement

 

This Transition and Amendment to Employment Agreement (the “ Amendment ”), dated June 11, 2019, is made by and between On Track Innovations Ltd. Company (the “ Company ”) and Mr. Shlomi Cohen Israeli I.D. Number 058905365 (the “ Employee ”).

 

Whereas the parties entered into that certain Employment Agreement, dated August 2, 2015 (the “ Agreement ”); and

 

Whereas the Company and the Employee contemplate a transition in the leadership team of the Company and accordingly have agreed to amend certain terms of the Agreement as set forth herein to reflect the anticipated changes, while keeping all other provisions as is;

 

NOW, THEREFORE , in consideration of the promises and mutual agreements herein set forth, the parties hereto, intending to be legally bound, have agreed as follows:

 

1. All capitalized terms used in this Amendment and not defined herein shall have the meaning assigned to such terms in the Agreement.

 

2. The Employee will cease to serve as the Company’s Chief Executive Officer on December 31, 2019 but will continue to serve as a member of the Board of Directors of the Company. The Employee undertakes to assist in identifying, hiring and smooth transitioning the role of Company Chief Executive Officer to his successor. The Employee will be employed by the Company as the Chairman of the Board of Directors of the Company and shall provide additional services to the Company commencing on January 1, 2020.

 

3. Notwithstanding Section 3.1 to the Agreement, the Agreement, as amended, may be terminated by either party, without cause, upon providing an advance three months notice. If the Employee ceases to be a director, it shall be deemed as if a termination notice was served to the Employee on the last date of his service as a director of the Company.

 

4. Notwithstanding Section 4.3 to the Agreement, commencing on January 1, 2020, the Employee shall be entitled, to the extent and as long as such activity does not interfere with discharging his duties under the Agreement, as amended, to devote his business time to matters other than the Company.

 

5. Section 1 to Appendix A of the Agreement shall be replaced with the following paragraph:

 

“Employee shall fulfill the managerial and other tasks assigned to him from time to time by the Company’s Board of Directors. The scope of Employee’s Employment shall be 40 hours a month.”

 

6. Section 2 to Appendix A of the Agreement shall be replaced with the following paragraph:

 

“The Employee shall be entitled to a gross monthly salary of NIS 36,000 (the “ Monthly Salary ”), 10% of which will be considered as a consideration for Employee’s non-compete undertakings. The Monthly Salary shall be paid no later than the ninth day after the end of any calendar month. The Company may increase the Monthly Salary subject to the approvals required under applicable law. Salary evaluation will be conduct on an annual basis.”

 

 

 

 

7. Section 11 to Appendix A of the Agreement shall be replaced with the following paragraph

 

“11. Annual Stock Option Awards

 

In addition to the options specified in Section 10 and without derogating thereof, during each calendar year staring on January 1, 2020, Employee may be awarded share options annually to promote retention and to incentivize the Employee to positively impact shareholder value over a time horizon greater than one year. The total number of options that may be issued to Employee in any calendar year may not exceed 50,000 options to purchase 50,000 Ordinary Shares of the Company, par value NIS 0.10 per share. The issuance of share option awards will be subject to the discretion and approval of both the Compensation Committee and the Board of Directors.

 

All options granted to the Employee shall be subject to the provision of the Company’s then applicable share option plan.”

 

8. Section 12 to Appendix A (Annual Bonus Plan), shall be deleted.

 

9. This Amendment will become effective subject to the approval of the shareholders meeting of the Company, as required under applicable law.

 

10. Nothing in this Agreement shall derogate from the Employee rights accrued through December 31, 2019, including provisions made to pension and other funds as well as incentive securities granted to the Employee in his capacity as Chief Executive Officer of the Company.

 

11. All other provisions of the Agreement not effected by that amendment shall continue in full force and effect with the necessary changes resulting from this Amendment.

 

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first above written.

 

/s/ James Scott Medford   /s/ Shlomi Cohen
On Track Innovations Ltd.   Shlomi Cohen
     
By: James Scott Medford     
Title: Chairman of the Board