UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of
November 2018

 

RADA ELECTRONIC INDUSTRIES LIMITED

(Name of Registrant)

 

7 Giborei Israel Street, Netanya 4250407, Israel

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F [X]   Form 40-F [  ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes [  ]    No [X]

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

 

 

 

 
 

 

RADA ELECTRONIC INDUSTRIES LTD.

 

EXPLANATORY NOTE

 

The following exhibits are attached:

 

Exhibit No.   Description
     
4.1   Ordinary Shares Purchase Form dated November 28, 2018
5.1   Legal Opinion of S. Friedman & Co.
23.1   Consent of S. Friedman & Co. (included in Exhibit 5.1)
99.1   Press release: RADA Raises $12.5M from Leading Israeli Institutional Investors

 

 
 

 

SIGNATURE

 

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, thereunto duly authorized.

 

  Rada Electronic Industries Ltd.
  (Registrant)
     
  By:   /s/ Dov Sella
    Dov Sella
    Chief Executive Officer

 

Date: November 28, 2018

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
4.1   Ordinary Shares Purchase Form dated November 28, 2018
5.1   Legal Opinion of S. Friedman & Co.
23.1   Consent of S. Friedman & Co. (included in Exhibit 5.1)
99.1   Press release: RADA Raises $12.5M from Leading Israeli Institutional Investors

 

 
 

 

EXHIBIT 4.1

 

Ordinary Shares Purchase Form

 

Full and accurate name of the (classified) Investor ________________________________________________ Contact ___________________ Phone ‘Direct ____________________ Mobile __________________ Email to transfer the issuance _____________________________________________________

 

To: Rada Electronic Industries Ltd. (“the Company”)

 

Re: RADA Electronic Industries Ltd. - Form for ordering ordinary shares

 

1. We hereby submit to Rada Electronic Industries Ltd. (the “Company”) an irrevocable offer to purchase ________ ordinary shares of NIS 0.03 par value each (“Ordinary Shares”). The Ordinary Shares will be issued for the consideration of US $ __________ (US $2.75 per Ordinary Share), payable in New Israeli Shekels according to the representative exchange rate of the dollar on the date of payment.

 

2. In the event that we receive written notice of the acceptance of all or part of our offer by the Company (the Acceptance Notice ), we undertake to pay the Company the full consideration in respect of the total shares issued to us as stated in the Acceptance Notice.

 

3. In connection with our offer, we hereby irrevocably represent and warrant that the Ordinary Shares are purchased with our own funds, for our own account for the purpose of investment, and not with a view to any resale or other distribution thereof in violation of the Israeli Securities Law, as amended and other securities laws in the United States including the Securities Act of 1933.

 

4. Except for the Company’s representations and disclosures, including in its financial reports, periodic reports or immediate reports, the Ordinary Shares are purchased “as is” without further representations and with no indemnification obligations. The Ordinary Shares will otherwise be free from encumbrance, lien or foreclosure including any regulatory or other restriction on the transfer of the Shares once registered or subject to exemptions. Without limitation, no person, company or other legal entity shall have the right of first refusal, right of accession or any other right with respect to the issuance of the Ordinary Shares. The Company has not received any notice of intention or grounds for the delisting of the Shares or halts of trading in the Company’s securities on NASDAQ, and there is no intention and or cause to delist the Company’s securities from the NASDAQ or prevent the continued trading of the Company’s securities on the NASDAQ Market.

 

5. We do not have, and we will not have in the future, a claim whatsoever against the Company, its affiliates, including directors, agents and employees, in connection with Company, its status, its financial condition and its assets, and in connection with the Ordinary Shares, except in the event that it becomes clear that the information included in the reports as stated in Section 4 above includes a misleading statement as defined under the Israeli Securities Law.

 

6. We know and confirm that the issuance of such Ordinary Shares will be effected by virtue of the Company’s existing shelf prospectus. Therefore, the information in respect of this issue is “confidential information” with all the implications thereof, and as long as the Company has not released this information to the public, we are bound by all restrictions and obligations in connection with this confidential information.

 

7. We confirm that we are a sophisticated investor with such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Ordinary Shares.

 

8. We confirm that we are an Israeli entity, one of the types of corporations specified in the First Schedule to the Israeli Securities Law, and also declare and undertake as stated in Exhibit A to this Order Form.

 

9. We acknowledge that if the controlling shareholder, DBSI Investments Ltd. ( “DBSI”) notifies its intention to participate in the offering, DBSI’s participation shall be subject to the approval of the shareholders of the Company. For removal of any doubt, our undertaking pursuant to this Agreement, is not conditioned upon DBSI’s participation, nor on-participation in the offering or the approval or disapproval thereof.

 

 
 

 

10. We are aware that the Company may determine or change the scope of the Ordinary Shares’ issuance, as well as reject or cancel the issuance of the Ordinary Shares, all in accordance with its sole discretion. We are also aware that the execution of the Ordinary Shares issuance is subject to the fulfillment of all the following conditions: (a) Obtaining the approval of the Company’s Board of Directors and any approval of other organs of the Company required by law and - (b) Obtaining approvals to issue the Shares from NASDAQ and other regulatory approvals in the U.S.

 

In the event that the Company does not accept this proposal, we shall have no claim or demand against the Company its affiliated entities or its managers or its employees or its advisors or anyone acting on its behalf.

 

Name and signature of the investor ____________

 

Billing Account:

 

Bank / Member of the Stock Exchange _______________

Branch and Account No. _______________

Exact account owner name ____________________________________________

 

Securities transfer account :

 

Bank / Member of the Stock Exchange _______________

Branch and Account No. _____________

Exact account owner name ____________________________________________

 

 
 

 

Exhibit A

 

The undersigned, ________________________, hereby represents as follows:

 

1. The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

 

2. Neither the undersigned nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The undersigned agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Shares.

 

 
 

 

Exhibit 5.1

 

 

Tel-Aviv, November 28, 2018

 

RADA Electronic Industries Ltd.

7 Giborei Israel Blvd.

Netanya, 4250407

Israel

 

Re: Registration Statement on Form F-3 of RADA Electronic Industries Ltd.

 

Ladies and Gentlemen:

 

We have acted as counsel to RADA Electronic Industries Ltd., a company organized under the laws of the State of Israel, (the “ Registrant ” or the “ Company” ) in connection with the issuance and sale of up to 4,545,454 Ordinary Shares, (the “ Shares ”) of the Company, NIS 0.03 par value per share (the “ Shares ”), pursuant to agreements dated November 28, 2018, between the Company and the purchasers thereto (the “ Purchase Agreements ”).

 

The Shares will be issued pursuant to the Company’s registration statement on Form F-3 (File No. 333-226845) as filed with the Securities and Exchange Commission on August 21, 2018 (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”) and the prospectus dated August 21, 2018 included in such registration statement, as supplemented by a prospectus supplement dated November 28, 2018 (collectively, the “ Prospectus ”).

 

As counsel to the Registrant in connection with the registering of the Securities pursuant to the Registration Statement, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion.

 

In our examination of the foregoing and in rendering the opinion set forth herein, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iii) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to authentic originals thereof, and that such originals are authentic and complete; (iv) the legal capacity and authority of all persons or entities executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (v) the due authorization, execution and delivery of all agreements, instruments, certificates and other documents by all parties thereto; (vi) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct; and (vii) that the officers and directors of the Company have properly exercised their fiduciary duties. As to all questions of fact material to the opinion set forth herein and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon representations and certificates or comparable documents of officers and representatives of the Company.

 

Tel-Aviv Office:

2 Weizmann St.

P.O.B. 33123

Tel-Aviv 6133101, Israel

Tel.: 972-3-6931931

Fax: 972-3-6931930

tel-aviv@friedman.co.il

 

Haifa Office:

9 Andrei Sakharov St.

P.O.B. 15065

Haifa 3508409, Israel

Tel.: 972-4-8546666

Fax: 972-4-8546677

haifa@friedman.co.il

 

 
 

 

 

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with the terms of the Purchase Agreements and the Registration Statement, the Shares will be validly issued, and the Shares will be fully paid and nonassessable.

 

The opinion expressed herein is limited by, subject to, and based upon, the following assumptions, comments, qualifications, limitations and exceptions:

 

a. We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than Israel. The opinion set forth herein is made as of the date hereof and is subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise of the same. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters.
     
b. The opinion set forth above is subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity.
     
c. This opinion is being rendered solely for the benefit of the Registrant in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without my prior written consent.

 

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the references to our firm therein and in the Prospectus and the Prospectus Supplement under the caption “Legal Matters.” In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Very truly yours,

 

/s/ S. Friedman & Co.

S. FRIEDMAN & CO.

Advocates

 

2
 

 

 

RADA Raises $12.5 million from

Leading Israeli Institutional Investors

 

NETANYA, Israel, November 28, 2018 — RADA Electronic Industries Ltd. (NASDAQ: RADA) today announced that it has received and accepted offers from two leading Israeli institutional investors, Psagot and The Phoenix Insurance Company, to purchase 4,545,454 ordinary shares of the Company stock for expected gross proceeds of $12.5 million. In addition, RADA’s major shareholder, DBSI, agreed to invest an additional $1.5 million, subject to shareholder approval.

 

The offering is expected to close on or about November 28, 2018, subject to customary closing conditions. RADA intends to use the net proceeds from this offering for general corporate purposes including working capital.

 

Barak Capital Underwriting is acting as sole placement agent for the offering in Israel.

 

The securities described above are being offered by RADA pursuant to a registration statement on Form F-3 (File No. 333-226845) that was declared effective by the Securities and Exchange Commission (SEC) on August 21, 2018. A final prospectus supplement and an accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s web site at www.sec.gov .

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About RADA

 

RADA Electronic Industries Ltd. is an Israel-based defense electronics contractor. The Company specializes in the development, production, and sales of Tactical Land Radars for Force and Border Protection and Avionics Systems (including Inertial Navigation Systems) for fighter aircraft and UAVs.

 

Forward Looking Statements

 

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such risk uncertainties and other factors include, but are not limited to, changes in general economic conditions, risks in product and technology developments, market acceptance of new products and continuing product demand, level of competition and other factors described in the Company’s Annual Report on Form 20-F and other filings with the Securities and Exchange Commission.

 

Company Contact:

Avi Israel, CFO

Tel: +972-9-892-1111

mrkt@rada.com

www.rada.com

Investor Relations Contact:

Ehud Helft/Gavriel Frohwein

GK Investor & Public Relations

Tel: +1 646 688 3559

rada@gkir.com