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UNITED STATES -----------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0060
Washington, D.C. 20549 Expires: January 31, 2008
Estimated average burden
FORM 8-K hours per response......38.0
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
May 17, 2005 Date of Report (Date of earliest event reported):
AROTECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-23336 95-4302784
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
354 Industry Drive, Auburn, Alabama 36830
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (334) 502-9001
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On May 17, 2005, we entered into a Securities Purchase Agreement dated
May 16, 2005 (the "SPA") with several institutional investors (the "Investors"),
we issued and sold to the Investors an aggregate of 1,275,000 shares of our
common stock (the "Shares"), at a purchase price of $1.00 per share, off of our
effective shelf registration statement. Gross proceeds of this offering will be
approximately $1,275,500. The foregoing description of the SPA is qualified in
its entirety by reference to the agreement itself. A copy of the SPA is attached
to this report as Exhibit 4.1 hereto, and is incorporated herein by reference.
We will use the net proceeds of this offering to fund general corporate
purposes, which may include funding research, development and product
manufacturing, acquisitions or investments in businesses, products or
technologies that are complementary to our own, increasing our working capital,
reducing indebtedness, and capital expenditures.
In order to furnish certain exhibits for incorporation by reference
into our Registration Statement on Form S-3 previously filed with the Securities
and Exchange Commission (File No. 333-110729), which Registration Statement was
declared effective by the Commission on December 5, 2003, and which Registration
Statement contains our prospectus dated December 5, 2003, as supplemented by our
prospectus supplements, including our prospectus supplement dated May 17, 2005,
we are filing the opinion of Lowenstein Sandler PC as Exhibit 5.1 to the
Registration Statement. The opinion of Lowenstein Sandler PC filed as Exhibit
5.1 herewith relates to the validity of the shares of Common Stock to be sold by
us pursuant to the prospectus supplement dated May 17, 2005.
Following the offering described above, Arotech will have 89,717,634
shares of common stock outstanding, compared to 88,442,134 shares before the
offering.
In accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, we note that certain statements set forth in this
Current Report on Form 8-K may constitute forward-looking statements, as defined
in the Private Securities Litigation Reform Act of 1995. These statements are
subject to various risks and uncertainties that may cause actual results to vary
significantly. These risks and uncertainties include, but are not limited to,
risks relating to: product and technology development; the uncertainty of the
market for our products; changing economic conditions; delay, cancellation or
non-renewal, in whole or in part, of contracts or of purchase orders; and other
risk factors detailed in our most recent annual report on Form 10-K for the
fiscal year ended December 31, 2004, as amended, our most recent Quarterly
Report on Form 10-Q, and other filings with the Securities and Exchange
Commission. Readers should consider all of these risk factors as well as other
information contained in this report.
Item 9.01 Financial Statements and Exhibits.
The following Exhibits are furnished as part of this Current Report on
Form 8-K:
Exhibit
Number Description
4.1....Securities Purchase Agreement dated May 17, 2005
5.1....Legal Opinion of Lowenstein Sandler PC
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.
AROTECH CORPORATION
(Registrant)
By: /s/ Robert S. Ehrlich
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Name: Robert S. Ehrlich
Title: Chairman, President and CEO
Dated: May 17, 2005
EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit
Number Description
4.1....Securities Purchase Agreement dated May 17, 2005
5.1....Legal Opinion of Lowenstein Sandler PC