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Valor Computerized Systems Ltd.
(In this Profile - the “Company”)
Profile
For the offering of securities to the Employees in Israel of the Company and
Subsidiaries of the Company (Hereunder referred as the “Subsidiaries”), in
accordance with section 15d. of the Securities Law, 5728-1968 (hereinafter: "the
Securities Law").
An offering of
Up to 600,000 options (non transferable and non-registered for trading) (the
“Options”) which are exercisable for up to 600,000 Ordinary Shares of NIS 0.1 par
value each of the Company. 503,000 of the said Options are offered to employees in
Israel who are employed by the Company or its Subsidiaries on the date of publication
of this Profile. Up to 97,000 of the said Options are designated for a future allotment,
to employees in Israel who shall be recruited by the Company or by the Subsidiaries
after the said date, whose identity shall be determined at the Company’s discretion.
8 May, 2001
Chapter 1 - General
1.1 The Options offered
Up to 600,000 Options (non-transferable and non-registered for trading), that
are offered against payment of the Allotment Consideration (as specified in
section 2.1 below) and which are exercisable for up to 600,000 Ordinary Shares
of NIS 0.1 par value each of the Company (each of those shares shall be
referred to as "Exercised Share").
503,000 of the Options are offered to employees in Israel who are employed by
the Company or its Subsidiaries on the date of publication of this Profile,
provided that they are not and shall not become "control owners" in the
Company by virtue of their holdings, as set forth in Chapter 2 hereinafter (the
“Current Options” and the "Current Employees" respectively).
Up to 97,000 of the Options are designated for future allotment to additional
employees in Israel, whose identity shall be determined at the Company’s
discretion, who shall commence their employment with the Company or with
the Subsidiaries at a date subsequent to the date of publication of this Profile
and no later than 31.12.2001, provided that they are not and shall not become
"control owners" in the Company by virtue of their holdings as set forth in
Chapter 2 hereinafter (the “Future Options” and the “Future Employees”
respectively).
The Current Employees entitled to the Current Options and the Future
Employees entitled to the Future Options, shall be referred hereinafter together
as the: “Optinees” or "Entitled Employees".
In this Profile the term ”control owners” shall have the meaning according to
the provisions of the Income Tax Rules (tax relieves in issuance of share to
employees), 1989-5749.
Each of the Options is offered for an Allotment Consideration (as specified in
section 2.1. below) equal to NIS 0.01 (10% of the par value sum of each share
to be exercised) to be deducted from the relevant agreeing employee's salaries.
The entitlement to receive the Options (both Current and Future), is conditional
upon the execution of a binding agreement between the Company and the
Optionee (hereinafter: the “Option Agreement”; see chapter 4 hereunder) in
the format attached as Exhibit ”A”, which constitutes an integral part of this
Profile. In any contradiction between this Profile and the Option Agreement
which can not be settled, the provision of this Profile shall govern .
Each Entitled Employee shall be allowed to exercise the Options offered to
him/her, in three portions, as set forth in section 2.2 hereinafter.
The exercise as detailed above shall be executed on Business Days only as
defined in section 2.2 hereinafter.
The said Options are offered in accordance with a resolutions of the Company’s
Board of Directors dated 7.1.2001 and 8.5.2001.
On 12 May, 2000 the Company’s shares were offered to the public pursuant to a
prospectus on the Neuer Markt Stock Exchange, which is a segment of the
Stock Market in Frankfurt, Germany (hereinafter referred as the "Stock
Exchange") and in so doing, the Company became a public company, within
the meaning thereof in the Companies Law, 5759-1999 (hereinafter referred as
the “Companies Law”). As at the date of publication of this Profile, all the
outstanding Company’s shares are registered for trading on the Stock Exchange
and consequently the Exercised Shares (as defined below) may also be tradable,
in accordance with the provisions of the German Law, the Regulations of the
Stock Exchange in Frankfurt and the Regulations of the Neuer Markt Stock
Exchange (with respect to various provisions regarding the tradability of the
shares see section 1.2. and chapter 2 below).
All the permits, approvals and the licenses required under the Israeli and
German law for the offering of the securities offered pursuant to this Profile,
their issue and the publication of this Profile, were obtained.
The Options are being offered to employees in Israel subject to the provisions of
section 102 of the Income Tax Ordinance, 5741-1961 (hereinafter referred as
the “Income Tax Ordinance”) and to special arrangements in existence
pursuant thereto, including, inter alia, the depositing of Options and/or the
Exercised Shares with a Trustee for a period of not less than 24 months (see
sections 2.9 and 4.2. below, hereinafter referred as the “Employees” or the
“Israeli Employees”).
For further details regarding, inter alia, the Options offered, the Exercised
Shares and tax implications - see Chapters 2, 3 and 4 below.
1.2 The Entitled Employees and the determining of their entitlement
This offering is addressed to the Entitled Employees in such manner that each
Entitled Employee shall be entitled to receive the number of Options as shall be
indicated in the notice to be sent to every Entitled Employee within 14 Business
Days from the date of publishing this Profile (or at a later date, as shall be
determined by the Company in all aspects relating to the Future Employees and
Future Options). The number of Options offered to each Entitled Employee is
determined in accordance with the principles of the Company’s 2001 Share
Option Plan (hereinafter referred as the “Option Plan” and attached herewith as
Exhibit “B”), the nature of the position held by the employee and his/her salary.
Regarding this Profile the relevant Company's subsidiaries are Frontline P.C.B.
Solutions Limited Partnership and any other subsidiary in which the Company
shall hold, directly or indirectly, no less than 50% of the voting rights.
1.3 Permits obtained in connection with the Profile and listing of the Exercise
Shares for trade
The Company has obtained all the necessary approvals in accordance with the
Israeli and German law for the offering of the Options to the Entitled
Employees pursuant to this Profile.
The Company applied to the Securities Authority in Israel on 21 st November
2000, with a request to exempt the Company from the requirement of publishing
a prospectus in Israel with respect to the allotment of Options to its employees
by virtue of the compensation plan that would be adopted by the Company.
On December 24 th , 2000, the Company received notice whereby, the Securities
Authority in Israel had decided on 19.12.2000, by virtue of its authority under
section 15d of the Securities Law, to exempt the Company from the provisions
of the Securities Law in connection with an offering of the Company’s
securities to employees of the Company in Israel. This exemption is contingent
on the following conditions:
One. The Company shall include in the framework of the official publication
regarding the granting of the Options on the Stock Exchange (hereinafter
referred as the “Official Publication”), all the necessary details pursuant to
the Securities Regulations (Details of a profile for an offering of Securities
to Employees) 5760-2000, including the details of the compensation plan
for employees, and shall furnish the Authority with three copies of the
Official Publication. In the framework of the Official Publication, the
Company shall declare that it reports, and intends to continue reporting, in
accordance with international accounting principles, although, from the
point of view of the German Law and/or the Regulations of the Neuer
Markt, there is no impediment upon the Company to vary, in the future, the
method of reporting according to which its financial statements are to be
prepared. The Company declares that the aforesaid is accurate.
Furthermore, the Company shall provide every employee in Israel who is
entitled to the securities under the Option Plan, with the Official
Publication, written in the English language, together with any document
mentioned therein, directly or indirectly, including its appendices, or
alternatively, shall make copies of the Official Publication available for
inspection by the employees in each of the work locations at which the
Company’s employees are employed in Israel, in a sufficient quantity, to
enable any employee interested therein to inspect it. An employee shall be
entitled to receive a translated copy of the Official Publication into Hebrew,
where same is demanded by the employee from the Company.
Two. Following submission of the Official Publication, the Company shall
update its employees on an ongoing basis regarding the filing of the annual
and quarterly statements and any other immediate report or accounting
which shall be sent to the Stock Exchange. Furthermore, the Company shall
make copies of such reports/accounting, in the English language, available
to the employees for their inspection, at each of the work locations at which
employees of the Companies are employed in Israel, in a sufficient quantity
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to enable any employee interested therein to inspect it. An employee shall
be entitled to receive a translated copy of such reports into Hebrew where
same is demanded by the employee from the Company.
As stated above, the Company’s shares are registered for trading in the Stock
Exchange. In the framework of the procedure for the Company Initial Public
Offering ("IPO") the Stock Exchange granted its approval for the registration
for trading of additional 4,780,800 shares, which might be issued due to
exercise of options. 1,500,000 options of the above 4,780,800 options have not
been granted until this Profile. Upon exercise of the Options, as more fully
described in Chapter 2 hereinafter, the Company shall issue the Exercised
Shares and a notice shall be served to Clearstream Banking AG
(“Clearstream”) with the issuance of the Exercised Shares in order to enable
their tradability in the Stock Exchange.
This Profile and the appendices hereof should not be regarded as any
declaration or undertaking on behalf of the Company’s part according to
which the stock exchange German authorities shall in fact allow tradability
of the Exercised Shares or shall grant such right on terms which the
Company can fulfill, or that the Exercised Shares will be tradeable on any
stock exchange at all.
1.4 Refraining from arrangements which are not recorded in the Profile
The Company and the Directors do not undertake, by signing this Profile,
to refrain from entering into any arrangement which is not recorded in this
Profile in connection with the offering of the Options, their distribution and
dispersal amongst the Company’s employees. Similarly, the Company and
the Directors do not undertake to refrain from entering into arrangements
with a third party in connection with the Options.
Without derogating from the above, the Company has entered into agreements
with Tamir Fishman Singer Barnea Asset Management Ltd. (hereinafter
referred as “TFSB”), in connection with this Profile and the appendices
attached hereto, regarding, inter alia, the management of the Option Plan and
the exercising procedure of the options, and with the Trustee (as defined in
section 4.2 hereunder) with regard to his/her trusteeship, all subject to the terms
and conditions hereinafter provided.
1.5 Future necessary adjustments
If in the future adjustments should be made to the Option Plan and/or to the
instructions of this profile, due to any change or applicability in
Law/Regulations (including the Israeli or German) or Stock Exchange
Regulations, as the case may be, the Board would, bona fide, decide on the
nature of such adjustments/amendments as it deems fit according to its absolute
discretion, and the Option Plan and/or this profile shall be considered as such
adjusted/amended, accordingly.
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Chapter 2 - Details of the Options offered, their Allotment
and Exercise
2.1 General
Up to 600,000 Options are being offered to Current Employees and Future
Employees of the Company and its Subsidiaries.
The Options deeds offered by the Company pursuant to this Profile are issued in
accordance with the resolutions of the Company’s Board of Directors dated
January 7 th , 2001 and May 8 th , 2001 and are registered in the names of the
Trustee (as defined below) for the benefit of Optionees.
Each Option entitles its beneficiary the right to purchase one Ordinary Share of
NIS 0.1 par value, for the period, at the price and subject to the terms set forth
hereafter. The Options deeds do not confer any other rights (including, inter
alia, any right to a dividend, to participate in liquidations profits or to vote),
other than the said exercise right, as stated above, and excluding the right to
execute certain adjustments upon changes in the Company's capital structure
(see section 2.5 below).
The Allotment Price
In accordance with the provisions of the Income Tax Ordinance and the
Regulations promulgated by virtue thereof, each employee shall be required to
transfer to the Company, in exchange and as a condition for receiving the
Options, and forthwith signing the Option Agreement as set forth in section 2.2
hereunder, by away of deduction from his/her salary a sum equal to 10% of the
product of the number of the Option taken by him/her and the par value of the
Exercise Shares (i.e. NIS 0.1 per share), (hereinafter referred as the “Allotment
Consideration”).
2.2 Allotment of the Options
One. The Current Options:
Within 14 business days (days on which the majority of banking
corporations in Israel are open for the execution of transactions involving
foreign currency with the public; in subsection 2.2(a) (b) "Business
Days") from the date of publishing this Profile, the Company shall send a
notice to each Current Employee (in this subsection 2.2 the “Notice of
Right”) regarding his/her entitlement to receive Options in accordance
with the provisions of this Profile and regarding the number of Options
which he/she is entitled to receive.. By means of his/her signature on the
Option Agreement jointly with the Authorization Agreement, a copy
which is attached hereto as Exhibit “C” (referred hereto as the
“Authorization Agreement”), such employee is to confirm his/her
consent to receive the Options in the full amount offered to him/her,
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his/her consent to deduct the Allotment Price as stipulated in section 2.1,
his/her acquiescence with the terms of the Option Agreement, as well as
his/her acquiescence with the conditions applying in connection with the
Options and the Exercised Shares, all as set forth in this Profile and its
attachments.
The signed Option Agreement and the Authorization Agreement shall be
returned to the Company at its registered office, by and no later than May
28, 2001. Options shall not be allotted to a Current Employee who will
not have returned the signed documents by the said date.
On May 31, 2001 (in this subsection 2.2(a) the “Date of Grant”), the
Company shall allot to the Trustee as defined in section 4.2 hereunder (the
"Trustee") for the benefit of each Current Employee who will have
returned the signed Option Agreement and the Authorization Agreement
to the Company ("Current Exercising Employee"), the Options the same
employee will be entitled to.
Two. The Future Options:
No later than ninety Days following the date of commencement of
employment of a Future Employee entitled to receive Future Options, the
Company shall send a notice to such employee regarding his/her
entitlement to receive Options in accordance with the provisions of this
Profile and regarding the number of Options which he/she is entitled to
receive. By means of his/her signature on the Option Agreement jointly
with the Authorization Agreement, such employee is to confirm his/her
consent to receive the Options in the full amount offered to him/her,
his/her consent to deduct the Allotment Price as stipulated in section 2.1,
his/her acquiescence to the terms of the Option Agreement, as well as
his/her acquiescence with the conditions applying in connection with the
Options and the Exercise Shares, all as set forth in this Profile and its
attachments.
The signed Option Agreement and Authorization Agreement shall be
returned to the Company at its registered office, by no later than the end
of thirty days from the date of sending the Notice of Right. Options shall
not be allotted to a Future Employee who will have not returned the
signed documents by the said date.
No later than 30 days from receiving the signed documents above (in
subsections 2.2(b) and 2.3(c) the “Date of Grant”), the Company shall
allot to the Trustee for the benefit of the relevant Future Employee who
will timely have returned signed the documents above to the Company
("Future Exercising Employee"), the Options the same employee will be
entitled to.
2.3 Exercise of the Options
One. General:
The Options offered pursuant this Profile shall be exercisable for Ordinary
Shares of NIS 0.1 par value each (for details regarding the Exercised
Shares - see Chapter 3 below), in such manner that each Option shall be
exercisable for one Ordinary Share of NIS 0.1 par value, in consideration
for the Exercise Price indicated in the Option Agreement - all subject to
the term and conditions specified in the Profile and its attachments.
Two. Exercise of the Current Options:
Each Current Exercising Employee shall be entitled to exercise the
Current Options to be allotted to him/her, in three portions, in such
manner that on each Business Day commencing on January 7, 2003, each
Current Exercising Employee shall be entitled to exercise ½ of the number
of Current Options allotted to him/her pursuant to this Profile, on each
Business Day commencing on January 7, 2004, each Current Exercising
Employee shall be entitled to further exercise additional 1/4 of the number
of Current Options allotted to him/her pursuant to this Profile and on each
Business Day commencing on January 7, 2005, each Current Exercising
Employee shall be entitled to further exercise the remaining 1/4 of the
number of Current Options allotted to pursuant to this Profile. A Current
Exercising Employee shall be entitled to exercise the Options allotted to
him/her, all or some of them, on each Business Day, at his/her discretion,
commencing from the date on which the Options shall be exercisable by
him/her as set forth above, and in any event, not later than31.12.2010
(hereinafter - “the end of the Current Exercise Period”).
Notwithstanding the above and for the avoidance of any doubt, any Share
Option transaction prior to the laps of 24 months from the Day of Grant is
not in conform with the instructions of section 102 of the Income Tax
Ordinance and expose the Optionee to some additional tax consequences.
c. Exercise of the Future Options:
Each Future Exercising Employee shall be entitled to exercise the Future
Options to be allotted to him/her, in three portions, in such manner that on
each Business Day commencing from the end of two years from the Date
of Grant, each Future Exercising Employee shall be entitled to exercise ½
of the number of the Future Options allotted to him/her pursuant to this
Profile, on each Business Day commencing from the end of three years
from the Date of Grant, each Future Exercising Employee shall be entitled
to further exercise additional 1 /4 of the number of Future Options allotted
to him/her pursuant to this Profile and on each Business Day commencing
from the end of four years from the Date of Grant, each Future Exercising
Employee shall be entitled to further exercise the remaining 1 /4 of the
number of Future Options allotted to him/her pursuant to this Profile. A
Future Exercising Employee shall be entitled to exercise the Options
allotted to him/her, all or some of them, on each Business Day, at his/her
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discretion, commencing from the date on which the Options shall be
exercisable by him/her as set forth above, and in any event, no later than
ten years from the Date of Grant (here in after - “the end of the Future
Exercise Period”).
In this section 2.3: a “Business Day” - a day on which trading is conducted on
the Neuer Markt Stock Exchange in Frankfurt, Germany.
2.4 The Exercise Procedure
An employee wishes to exercise his/her right to exercise the Options allotted to
him/her, all or some of them, shall act in accordance with the instructions and
stipulations provided in the Authorization Agreement.
An Option that is not exercised by the end of the Current/Future Exercise
Period, as the case may be, shall expire, shall be invalid and shall not vest any
right whatsoever in the owners thereof. An Option that will have been exercised
and in respect of which an Exercise Share will have been allotted, shall cease to
be valid immediately upon issuing the Exercised Share. Until the actual issue of
the Exercise Share(s), the Option holders shall not be deemed as shareholders of
the Company (by virtue of the Options). However, they shall be afforded the
protection as set forth in section 2.5 below. From its issuance onwards, the
Exercised Shares shall rank equally with all the Ordinary Shares in the
Company’s share capital.
In respect of the Employees who are subject to the Income Tax Ordinance, the
allotment procedure as well as the Exercise Procedure as a whole, are subject to
the provisions of the Income Tax Ordinance and the Regulations promulgated
by virtue thereof, including the depositing of the Option deeds and the (as the
case may be) Exercised Shares with the Trustee for a period of not less than 24
months (see section 4.2 below).
Notwithstanding the above, the Company may alter the Allotment
Procedure as well as the Exercise Procedure in such manner, inter alia,
that will facilitate the admission for trade of the Exercised Shares,
pursuant to the provisions of all applicable laws.
2.5 Adjustment of rights
An Optionee for whom (his/her) the options were allotted according to this
Profile shall be deemed as an Option Holder. Until allotment of the Exercise
Shares as stated, the Option Holders shall not have any right to vote, any right to
receive dividends or any other right of a shareholder (other than the right to
exercise the Options).
No adjustments shall be made in respect of a dividend or other rights during the
period prior to allotment of the Exercise Shares, save for the adjustments set
forth hereafter:
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2.5.1 In the case of a change in the Company’s share capital structure
(including a consolidation or split of shares), adjustments shall be
made to the number of shares deriving from the exercise of the Options
and of the Exercise Price required.
2.5.2 In the case of an issue of bonus shares by the Company, each Option
Holder shall be entitled to receive, at the time of their exercise - in
addition to the shares deriving from exercise of the Options, and
without further payment - shares in the number to which he/she would
have been entitled to if he/she had exercised his/her option on the eve
of the date determining the issuance of the bonus shares.
2.5.3 Where all the shareholders of the Company are offered rights to
purchase any securities of the Company, the Company is required to
also offer identical rights to the Option Holders who have not yet
exercised the Options on the date of determining the right to acquire
them and which they are entitled to exercise, as if the Holders of such
Option had exercised their Options on the eve of the date determining
the right to participate in the said acquisition, provided however that
the Committee, in its sole discretion shall determine whether to allow
the Option Holder to enjoy any other benefit deriving from the said
offer of securities rather than the right to purchase it in its Fair Market
Value.
2.5.4 The Company shall furnish written notice to all the Option Holders
regarding any proposal presented for approval in connection with the
Company’s liquidation.
Each Option Holder shall be entitled to give notice in writing of his/her
wish to be considered as though he/she had exercised the Options
(including also, acceleration and exercise of the Options for shares
which could not yet otherwise have been exercised) no later than 7
days prior to adopting the resolution of liquidation. The validity of
such Option holder's notice is subject to attaching by him/her of the
Exercise Price for the Exercise Shares (this sum shall be returned to
such Option Holder in case the liquidation resolution shall not in the
end be adopted).
In the event that the Options are not exercised for shares, they shall be
cancelled forthwith prior to the date of executing the liquidation, and
shall be invalid and shall not vest any right whatsoever in the owner
thereof.
2.5.5 In the event of the Company’s merger with or into another corporation,
or a sale of substantially all of the Company’s assets to another
corporation, the unexercised Options shall be substituted by equally
ranking options of the successor corporation, subject to the consent of
the successor corporation. However, if the successor company (or a
parent or subsidiary of the successor company) does not agree to
assume or substitute for the Option award as aforesaid, the vesting
periods shall be accelerated and become vested for a period starting as
of fourteen (14) days prior to the effective date of such transaction and
ending 7 days prior to it in the following manner - the first Vesting
Date shall be deemed as 12 months from the relevant Date of Grant (as
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defined in sections 2.2(a) or 2.2(b), respectively); the second Vesting
Date shall be deemed as 30 months from the said Date of Grant; and
the third Vesting Date shall be deemed as 42 months from the said
Date of Grant. Any Option, which shall not be exercised until 7 days
prior to the effective date of the transaction, shall become null and
void.
In case the merger or the said transaction shall not in the end be
completed or take place the said acceleration of the vesting period shall
be annulled and the vesting period shall be again as set forth in section
2.3 above.
2.5.6 For the avoidance of doubt and without derogating from the above,
each employee shall bear all tax consequences and obligations which
might arise as a consequence of the acceleration of his/her options and
the Options’ exercise, including their exercise prior to the laps of 24
months from the relevant Date of Grant.
2.6 Cessation of employment
In the event that an Entitled Employee ceases to be employed by the Company
(other than as a result of death or Disability as defined below), he/she shall be
entitled, until the end of a period of ninety days from the termination date of
his/her term of employment, and in any case by no later than the end of the
relevant Exercise Period to exercise that portion of the Options allotted to
him/her, which is exercisable pursuant to the terms of this Profile until the end
of the term of his/her employment.
Notwithstanding the aforesaid, where the Entitled Employee was dismissed in
circumstances in which he/she is not entitled to severance payment, as stated in
the Severance Pay Law, 5723-1963, and/or with Cause, all the Options granted
to him/her pursuant to this Profile and which were not exercised for shares, shall
expire. In the case of the resignation or dismissal of an Entitled Employee, the
day of sending the letter of resignation to the employer or on the day of sending
the letter of dismissal to the employee, as the case may be, shall be deemed, for
the purpose of this Profile, as the termination of his/her employment by the
Company, regardless of the actual date on which the employment was
terminated.
The term “Cause” shall mean for the purposes of this Profile: (I) conviction of
any felony involving moral turpitude or affecting the Company; (ii) any refusal
to carry out a reasonable directive of the CEO which involves the business of
the Company or its affiliates and was capable of being lawfully performed; (iii)
embezzlement of funds of the Company or its affiliates; (iv) any breach of the
Optionee’s fiduciary duties or duties of care of the Company; including without
limitation disclosure of confidential information of the Company; and (v) any
conduct (other than conduct in good faith) reasonably determined by the Board
of Directors to be materially detrimental to the Company
In the case of the termination of employment of an Entitled Employee as a
result of a Disability, the Entitled Employee shall have the a right, until the end
of a period of 12 months from the date of terminating his/her term of