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Israel
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Not
Applicable
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(State
or other jurisdiction
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(IRS
Employer Identification No.)
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of
incorporation or organization)
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Large
accelerated filer ¨
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Accelerated
Filer ¨
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Non-accelerated
filer ý
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(Do
not check if a smaller reporting company)
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Smaller
reporting company ¨
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Richard
H. Gilden
Kramer
Levin Naftalis & Frankel LLP
1177
Avenue of the Americas
New
York, New York 10036
Tel:
212-715-9486
Fax:
212-715-8085
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Shelly
Blatt Zak, Adv.
Shiboleth
& Co.
Museum
Tower, 4 Berkowitz Street,
Tel-Aviv
64238, Israel
Tel:
+ 972-3-777-8333
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Title
of Securities to be Registered
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Amount
to be Registered
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Proposed
Maximum
Offering Price per Share(1)
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Proposed
Maximum
Aggregate Offering Price
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Amount
of
Registration
Fee
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Ordinary
Shares, NIS 0.01 par value
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300,000
shares
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$0.405
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$121,500
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$4.77
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(1)
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Obtain
insurance for its office holders covering liability for any act performed
in their respective capacities as an office holder with respect
to:
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·
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A
violation of the duty care to the Registrant or to another
person;
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·
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A
breach of fiduciary duty, provided that the office holder acted in good
faith and had reasonable grounds to assume that the act would not cause
the Registrant harm; and
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·
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A
monetary liability imposed on an officer holder for the benefit of another
person.
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(2)
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Undertake
to indemnify its officer holders, or indemnify an office holder
retroactively for a liability imposed or approved by a court and for
reasonable legal fees incurred by the office holder in his or her capacity
as an office holder, in proceedings instituted against
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Exhibit Number
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Description
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1.0
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Memorandum
of Association of Registrant (incorporated herein by reference to Exhibit
3.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form
F-1, File No. 333-12292, filed with the Securities and Exchange Commission
on July 21, 2000).
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1.1
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Articles
of Registrant (incorporated herein by reference to Exhibit 3.2 to
Amendment No. 1 to the Registrant’s Registration Statement on Form F-1,
File No. 333-113208, filed with the Securities and Exchange Commission on
April 5, 2004).
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5.0
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Opinion
of Shiboleth & Co.
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23.1
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Consent
of Shiboleth & Co. (contained in their opinion constituting Exhibit
5.0).
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23.2
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Consent
of Somekh Chaikin, Independent Registered Public Accounting Firm, a member firm of
KPMG International
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24.1
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Power
of Attorney (included in signature
page).
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
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(i)
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to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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to
reflect in the prospectus of any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration
statement;
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(iii)
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to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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(2)
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That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment of any of
the securities being registered which remain unsold at the termination of
the offering.
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(4)
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That,
for the purpose of determining liability of the Registrant under the
Securities Act of 1933 to any purchase in the initial distribution of the
securities:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned
Registrant;
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(b)
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The
undersigned Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(h)
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Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person of the Registrant in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such
issue.
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Signature
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Title
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Date
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/s/ Rafi
Amit
Rafi
Amit
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Chief
Executive Officer (Principal Executive
Officer)
and Chairman of the Board
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December
17, 2008
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/s/ Mira
Rosenzweig
Mira
Rosenzweig
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Vice
President and Chief Financial Officer
(Principal
Accounting Officer)
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December
17, 2008
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/s/ Yotam
Stern
Yotam
Stern
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Executive
Vice President, Business and Strategy and Director
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December
17, 2008
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/s/ Gabriela
Heller
Gabriela
Heller
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Director
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December
17, 2008
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/s/ Rafi
Koriat
Rafi
Koriat
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Director
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December
17, 2008
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/s/ Eran
Bendoly
Eran
Bendoly
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Director
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December
17, 2008
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Camtek
USA, Inc.
2000
Wyatt Dr.,
Santa
Clara, CA 95054
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/s/ Roy
Porat
Roy
Porat
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Director |
December
17,
2008
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Exhibit Number
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Description
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1.0
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Memorandum
of Association of Registrant (incorporated herein by reference to Exhibit
3.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form
F-1, File No. 333-12292, filed with the Securities and Exchange Commission
on July 21, 2000).
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1.1
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Articles
of Registrant (incorporated herein by reference to Exhibit 3.2 to
Amendment No. 1 to the Registrant’s Registration Statement on Form F-1,
File No. 333-113208, filed with the Securities and Exchange Commission on
April 5, 2004).
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5.0
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Opinion
of Shiboleth & Co.
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23.1
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Consent
of Shiboleth & Co. (contained in their opinion constituting Exhibit
5.0).
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23.2
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Consent
of Somekh Chaikin, Independent Registered Public Accounting Firm, a member firm of
KPMG International.
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24.1
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Power
of Attorney (included in signature
page).
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