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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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 December 2003
ELTEK LTD.
(Name of Registrant)
Sgoola Industrial Zone, Petach Tikva, 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- ______________
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ELTEK LTD.
6-K Items
1. Eltek Ltd. Proxy Statement for Annual General Meeting to be held
December 31, 2003.
2. Eltek Ltd. Proxy Card.
ITEM 1
ELTEK LTD.
November 26, 2003
NOTICE OF 2003 ANNUAL MEETING OF SHAREHOLDERS
Eltek Ltd. Shareholders:
We cordially invite you to our Annual General Meeting of Shareholders. It
will be held at 10 a.m. on Wednesday, December 31, 2003 at our offices at 4
Drezner Street, Sgoola Industrial Zone, Petach Tikva, Israel.
The purpose of the meeting is to consider and vote upon the following
matters:
1. The election of a Class I director and a Class III director for terms
expiring in 2004 and 2006, respectively;
2. The election of two outside directors for terms expiring in 2006;
3. Appointment of Somekh Chaikin as our independent auditors for the year
ending December 31, 2003;
4. Receipt and consideration of our Auditor's Report, Directors' Report
and Consolidated Financial Statements for the fiscal year ended
December 31, 2002; and
5. The transaction of any other business that may properly come before
the meeting.
The Board of Directors recommends that you vote in favor of all of the
proposals, which are described in the attached Proxy Statement.
You can vote by proxy either by mail or in person. If voting by mail, the
proxy must be received by our transfer agent or at our registered office in
Israel at least 48 hours prior to the meeting to be validly included in the
tally of ordinary shares voted at the meeting. Detailed proxy voting
instructions are provided both in the Proxy Statement and on the enclosed proxy
card.
Sincerely,
/s/Nissim Gilam
Nissim Gilam, Chairman
BY ORDER OF THE BOARD OF DIRECTORS
Arieh Reichart, Chief Executive Officer and Secretary
PROXY STATEMENT
This statement is being furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Eltek Ltd. to be voted at the
Annual General Meeting of Shareholders, or the Meeting, to be held on Wednesday,
December 31, 2003 and any adjournment thereof. Shareholders will be asked to
vote upon the: (i) election of a Class I director and a Class III director for
terms expiring in 2004 and 2006, respectively; (ii) election of two outside
directors for terms expiring in 2006; (iii) appointment of Somekh Chaikin, a
member of KPMG, as our independent auditors for the year ending December 31,
2003; and (iv) consideration and receipt of our Auditor's Report, Directors'
Report and Consolidated Financial Statements for the fiscal year ended December
31, 2002. Our 2002 Annual Report on Form 20-F, including our audited financial
statements for the fiscal year ended December 31, 2002, and the proxy card
enclosed with this Proxy Statement are being mailed to shareholders on or about
November 26, 2003.
Shares eligible to be voted and for which a proxy card is properly signed
and returned at least 48 hours prior to the beginning of the Meeting will be
voted as directed. If directions are not given or directions are not in
accordance with the options listed on a signed and returned proxy card, such
shares will be voted FOR the nominees for director and each proposal for which
the Board of Directors recommends a vote FOR. Unsigned or unreturned proxies,
including those not returned by banks, brokers, or other record holders, will
not be counted for quorum or voting purposes. You may revoke your proxy at any
time prior to the exercise of authority granted in the proxy by giving a written
notice of revocation to our Corporate Secretary, by submitting a subsequently
dated, validly executed proxy, or by voting in person.
As of November 24, 2003, the record date for determination of shareholders
entitled to vote at the Meeting, there were outstanding 4,855,651 ordinary
shares. Each ordinary share entitles the holder to one vote. The ordinary shares
have a par value of NIS 0.6 per share. The presence of two shareholders, holding
at least forty percent of our share capital voting rights, represented in person
or by proxy at the Meeting, will constitute a quorum. An affirmative vote of the
holders of a majority of the ordinary shares represented at the Annual General
Meeting, in person or by proxy and voting thereon is required to elect the Class
I and Class III directors and to approve proposals 3 and 4 to be presented at
the Meeting. Proposal 2, the election of outside directors, requires that either
the shareholders voting in favor of their election include at least one third of
the shares of the non-controlling shareholders of the company who are present at
the meeting, or the total shareholdings of those non-controlling shareholders
who vote against their election represent one percent (1%) or less of all of the
voting rights in the company.
A broker who is the record owner of ordinary shares beneficially owned by a
customer will have discretionary authority to vote such ordinary shares in the
election of directors and all other proposals herein if the broker has not
received voting instructions from the beneficial owner by the tenth day before
the Meeting, provided that this Proxy Statement was transmitted to the
beneficial owner at least 15 days before the Meeting. Abstentions and broker
"non-votes" are not counted in determining outcomes of matters being acted upon.
They are counted only for determining a meeting quorum. A broker "non-vote"
occurs when a nominee holding ordinary shares of our company for a beneficial
owner does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that proposal and has not received
instructions from the beneficial owner.
We have received indications from our principal shareholders (including
Joseph A. Maiman, Integral International Inc., A. Sariel Ltd., Ohad Maiman and
Michele Yankielowicz) and directors and officers, who together hold
approximately 41.6% of our issued and outstanding ordinary shares, that they
presently intend to vote for all of the nominees for director and in favor of
all of the proposals to be acted upon at the Meeting
We will bear the cost of soliciting proxies from our shareholders. Proxies
will be solicited by mail and may also be solicited personally or by telephone
by our directors, officers and employees. We will reimburse brokerage houses and
other custodians, nominees and fiduciaries for their expenses in accordance with
the regulations of the Securities and Exchange Commission concerning the sending
of proxies and proxy material to the beneficial owners of our stock.
You may vote by submitting your proxy with voting instructions by mail if
you promptly complete, sign, date and return the accompanying proxy card in the
enclosed self-addressed envelope to our transfer agent or to our registered
office in Israel at least 48 hours prior to the Meeting.
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
Pursuant to our articles of association, our board of directors consists of
no less than six and no more than nine members, and is divided into three
classes, Class I, Class II and Class III, and shall consist of one director, two
directors and the remaining directors, respectively. The term of office of the
director in Class I shall expire at the end of the first Annual General Meeting
after his or her initial election. The term of office of the directors in Class
II shall expire at the end of the second Annual General Meeting after their
initial election. The term of office of the directors in Class III shall expire
at the end of the third Annual General Meeting after their initial election.
Consequently at each annual meeting of shareholders, the Class I director is
elected for a term of one year. In addition to these three classes of directors,
we have two "outside directors," as defined by the Israeli Companies Law, who
hold office for a term of three years. All the members of our board of directors
(except the outside directors as detailed below) may be reelected upon
completion of their term of office.
The Board of Directors proposes the election of Mr. Joseph Yerushalmi to
serve as a Class I director to hold office for one year until the Annual General
Meeting to be held in 2004 and Mr. Jack Bigio to serve as aClass III director to
hold office for three years until the Annual General Meeting of Shareholders to
be held in 2006, and until their successors are elected and qualified. Mr. Jack
Bigio is currently serving as a member of the Board of Directors.
Should Messrs. Yerushalmi and Bigio be unavailable for election, the
proxies will be voted for substitutes nominees designated by the Board of
Directors. Messrs. Joseph Yerushalmi and Jack Bigio are expected to be
available.
Under the Companies Law, the affirmative vote of the holders of a majority
of the ordinary shares represented at the Annual General Meeting in person or by
proxy and entitled to vote and voting thereon will be necessary for shareholder
approval of the election as directors of the Class I and Class III nominees.
Set forth below is information about Messrs. Yerushalmi and Bigio,
including their age, position held with our company, principal occupation,
business history and other directorships held.
Nominee for Election as a Class I Director for a Term Expiring in 2004
Joseph Yerushalmi 65, has served as a Senior Vice President in charge of
the Projects of Merhav M.N.F Ltd. since January 1996. From 1992 to 1996, Mr.
Yerushalmi served as Vice President for Projects of Israel Chemicals Ltd. (ICL).
During this time he also served as Chairman and Director for several of ICL's
subsidiaries. From 1989 to 1992, Mr. Yerushalmi was a visiting Professor with
the University of Pittsburgh and a consultant to industry in energy related
projects. Mr. Yerushalmi holds a Ph.D. in Chemical Engineering from the City
University of New York. From 1969 to 1977, he was a member of the Faculty of
Chemical Engineering of the City College of New York rising to the rank of Full
Professor in 1976.
Nominee for Election as a Class III Director for a Term Expiring in 2006
Jack Bigio, 38, has served as a director since May 2000. Since May 2002,
Mr. Bigio has served as chief executive officer of Ampal (Israel) Ltd., a public
holding company that trades on the Nasdaq Stock Market. From July 1995 until
April 2002, Mr. Bigio served as vice president-operations and finance of Merhav
M.N.F. Ltd. Prior thereto he served as an economist and executive assistant to
the president of Merhav M.N.F. Ltd. for five years. Mr. Bigio holds a B.A.
degree in Economics and Business Administration and an M.B.A. degree, both from
The Hebrew University of Jerusalem.
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The Board of Directors recommends a vote FOR the election of the nominees
for Class I and Class III director.
Directors Continuing in Office
Class of Expiration
Name Age Position Director of Term
---- --- -------- -------- -------
Nissim Gilam........ 65 Chairman of the Board Class III 2005
of Directors
David Banitt........ 51 Director Class II 2004
Joseph A. Maiman.... 57 Director Class III 2005
Leo Malamud......... 50 Director Class II 2004
Nissim Gilam has served as Chairman of our Board ofrectors since December
1, 1998. Mr. Gilam has served as a director since January 1996 and previously
held office as a director and our chief executive officer during the period
January 1990 through March 1991. Since April 2002 Mr. Gilam has been
self-employed. From September 1993 until March 2002, he served as managing
director of Ney Agencies Ltd., an Israeli company that served as a sales agent
of raw materials and machinery sold by trading companies. From September 1987
through September 1993, he served as vice president-finance of Merhav M.N.F.
Ltd., an Israeli company that constructs turnkey projects in, among other
fields, refineries, energy and agriculture.
David Banitt an independent director, has served as a director since March
1997. Since August 2001, Mr. Banitt has served as chief executive officer of
Nano-OR Ltd., an Israeli start-up company engaged in the development of
electro-optics systems. Prior to joining Nano-OR and since January 2001, he was
self-employed. From September 1993 until January 2001, Mr. Banitt served as
president of Exsight Electro Optical Systems Ltd., an Israeli start-up company
engaged in the development of electro-optics systems. Prior thereto and from
September 1993, Mr. Banitt served as general manager of Nitzanim Initiative
Center and managed the technological incubator and holding company. Mr. Banitt
holds a B.Sc. degree in Electronics Engineering from Tel Aviv University.
Joseph A. Maiman has served as a director since July 1988. Mr. Maiman has
served as president of Merhav M.N.F. Ltd. since August 1972. Since January 2002,
Mr. Maiman has served as the chairman of the board of directors of Israel 10
Channel Ltd. and since April 2002 Mr. Maiman has served as the chairman of the
board of directors of Ampal (Israel) Ltd. Mr. Maiman holds a B.A. degree in
Economics from the University of Texas and an M.A. degree in Economics from
Cornell University.
Leo Malamud has served as a director since March 1998. Mr. Malamud has
served as vice president of Merhav M.N.F. Ltd. in charge of project financing
and the group's Latin American activities since 1996. Prior thereto and since
1986, Mr. Malamud served as senior vice president of M.I.C. Metropolitan
Investments Corporation, an Argentinean corporation engaged in financial
projects. Mr. Malamud holds a B.Sc. degree in Industrial and Management
Engineering from the Technion, Haifa and an M.B.A. degree from McGill
University, Montreal.
ELECTION OF OUTSIDE DIRECTORS
(Items 2A and 2B on the Proxy Card)
Under the Israeli Companies Law, 1999, Israeli companies that have offered
their shares to the public in or outside of Israel must appoint at least two
outside directors. No person may be appointed as an outside director if the
person or the person's relative, partner, employer or any entity under the
person's control has or had, on or within the two years preceding the date of
the person's appointment to serve as outside director, any affiliation with the
company or any entity controlling, controlled by or under common control with
the company.
No person may serve as an outside director if the person's position or
other activities create, or may create, a conflict of interest with the person's
responsibilities as an outside director or may otherwise interfere with the
person's ability to serve as an outside director. If, at the time outside
directors are to be appointed, all current members of the Board of Directors are
of the same gender, then at least one outside director must be of the other
gender. Public companies are required to elect two outside directors who must
meet specified standards of independence. An outside director may be a
non-Israeli resident.
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Controlling shareholders of a company, twenty-five percent (25%)
shareholders, and their relatives or employees cannot serve as outside
directors. Outside directors are elected by the shareholders, provided, that
either the shareholders voting in favor of their election include at least one
third of the shares of the non-controlling shareholders of the company who are
present at the meeting, or the total shareholdings of those non-controlling
shareholders who vote against their election represent one percent (1%) or less
of all of the voting rights in the company. Outside directors serve for a
three-year term, which may be renewed for only one additional three-year term.
Outside directors can be removed from office only by the same special percentage
of shareholders as can elect them, or by a court, and then only if the outside
directors cease to meet the statutory qualifications with respect to their
appointment or if they violate their duty of loyalty to the company.
Any committee of the board of directors must include at least one outside
director. An outside director is entitled to compensation as provided in
regulations adopted under the Companies Law, 1999 and is otherwise prohibited
from receiving any other compensation, directly or indirectly, in connection
with such service.
In December 2000, we appointed Ms. Revital Dgani as an outside director to
hold office until December 2003. The company wishes to renew the appointment of
Ms. Dgani as outside director of our company for an additional three-year term
(i.e., until December 2006). In December 2000, the company appointed Mr. Erez
Shachar as an outside director, and his term of office expires in December 2003.
The Board of Directors now proposes the election of Mr. Eliyaho Tov as the
second outside director, to hold office for a term of three years.
Should either Ms. Dgani or Mr. Tov not be available for renewal or
election, as applicable, the proxies will be voted for a substitute nominee
designated by the Board of Directors. It is not expected that Ms. Dgani or Mr.
Tov will be unavailable.
Set forth below is information about Ms. Dgani and Mr. Tov, including age,
principal occupation, business history and other directorships held.
Revital Dgani, 46, has served as an outside director since December 2000.
Since January 2003, Ms. Dgani has served as the CEO of Bakara Handasit Ltd, an
Israeli company engaged in engineering control and building inspection and
surveying. Ms. Dgani was an attorney for 19 years. From January 2000 until
December 2002, Ms Dgani was self-employed. From April 1995 until December 1999,
Ms. Dgani was in-house counsel of Reved Ltd., an Israeli company whose shares
trade on the Tel Aviv Stock Exchange, that is engaged in engineering and
construction of residential and commercial buildings. Ms. Dgani received her
qualification as a lawyer and has been a member of the Israel Bar since 1981.
Ms. Dgani holds a B.A. degree in Law from Tel Aviv University.
Eliyaho Tov, 60, has been freelance consultant as economic advisor and
managing advisor since November 1999. From 1973 to September 1999, he served as
a senior economist of The Israel Corporation Ltd. Mr. Tov holds a B.A. degree in
Economics and Political Science, and an M.A. degree in Business Management from
the Hebrew University in Jerusalem.
The Board of Directors recommends a vote FOR the election of Mr. Eliyaho
Tov and the renewal of the appointment of Ms. Revital Dgani as outside directors
on the Board of Directors for three-year terms (i.e., until December 2006).
Audit Committee
The Companies Law provides that public companies must appoint an audit
committee. The responsibilities of the audit committee include identifying
irregularities in the management of the company's business and approving
related-party transactions as required by law. An audit committee must consist
of at least three members, and include all of the company's outside directors.
However, the chairman of the board of directors, any director employed by the
company or providing services to the company on a regular basis, any controlling
shareholder and any relative of a controlling shareholder may not be a member of
the audit committee. An audit committee may not approve an action or a
transaction with a controlling shareholder, or with an office holder, unless at
the time of approval two outside directors are serving as members of the audit
committee and at least one of the outside directors was
4
present at the meeting in which an approval was granted. Our audit committee is
currently composed of Ms. Revital Dgani and Messrs. David Banitt and Eliyaho
Tov.
In addition, the Nasdaq Stock Market requires us to have at least three
independent directors on our board of directors and to establish an audit
committee independent of management. All of the directors serving on our audit
committee qualify as independent directors under the Nasdaq Stock Market
requirements and Ms. Dgani and Mr. Tov as independent directors under the
Israeli Companies Law.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of November 20, 2003
regarding the beneficial ownership by (i) all shareholders known to us to own
beneficially more than 10% of our ordinary shares, (ii) each director and (iii)
all directors and executive officers as a group:
Percentage of
Number of Ordinary Shares Outstanding
Name Beneficially Owned (1) Ordinary Shares (2)
---- ---------------------- -------------------
Joseph A. Maiman (3)................................. 2,980,372 46.2%
Merhav M.N.F. Ltd. (3) .............................. 1,570,476 24.3
Integral International Inc. (3)...................... 1,068,396 21.9
Nissim Gilam (4)..................................... 51,590 1.1
David Banitt......................................... -- --
Jack Bigio........................................... -- --
Joseph Yerushalmi.................................... -- --
Revital Dgani........................................ -- --
Leo Malamud.......................................... -- --
Eliyaho Tov.......................................... -- --
All directors and executive officers as a group
(12 persons) (5)..................................... 3,299,004 50.1%
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(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Ordinary shares issuable
upon exercise of options currently exercisable or exercisable within
60 days of November 20, 2003 are deemed outstanding for computing the
ownership percentage of the person holding such securities but are not
deemed outstanding for computing the percentage of any other person.
Except as indicated by footnote, and subject to community property
laws where applicable, the persons named in the table above have sole
voting and investment power with respect to all shares shown as
beneficially owned by them.
(2) Based on 4,855,651 ordinary shares issued and outstanding as of
November 24, 2003.
(3) Of such shares,341,500 ordinary shares are held directly by Mr.
Maiman, 1,040,645 ordinary shares are held of record by Integral
International Inc. ("Integral"), a Panama corporation controlled by
Mr. Maiman, and 27,751 ordinary shares are held of record by
Integral's wholly owned subsidiary, A. Sariel Ltd. Mr. Maiman may be
deemed to be the beneficial owner of the 1,068,396 ordinary shares
held directly by Integral International and A. Sariel. Also includes
1,570,476 ordinary shares subject to a currently exercisable
convertible note, held by record by Merhav M.N.F Ltd., an Israeli
company controlled by Mr. Maiman. Mr. Maiman disclaims beneficial
ownership in the 225,000 and 210,100 ordinary shares held by his son,
Ohad Maiman, and his sister, Michele Yankielowicz, respectively.
(4) Includes 30,000 ordinary shares subject to currently exercisable
options granted under our 2000 Stock Option Plan, at an exercise price
of $4.375 per share, which options expire in July 2005.
(5) Includes 6,000 ordinary shares issuable upon exercise of currently
exercisable stock options granted under our 1996 Stock Option Plan,
and 123,000 ordinary shares issuable upon exercise of currently
exercisable stock options granted under our 2000 Stock Option Plan.
5
Directors and Executive Compensation
The following table sets forth all compensation we paid with respect to all
of our directors and executive officers as a group for the year ended December
31, 2002:
Salaries, fees,
commissions Pension, retirement
and bonuses and similar benefits
----------- --------------------
All directors and executive officers
as a group, consisting of twelve persons.. $ 675,000 $109,000
During the fiscal year ended December 31, 2002, we paid each of our outside
and independent directors an annual fee of NIS 18,200 ($3,840) and a per meeting
attendance fee of NIS 1,200 ($250). Until October 2002, we paid Nissim Gilam,
chairman of our board of directors, a management fee of $3,500 per month. The
management fee was reduced to $3,150 per month during the period November 2002
through June 2003. We also reimbursed him for various expenses incurred by him
in connection with his service as Chairman of the Board in an annual amount of
NIS4,400 ($930).
As of December 31, 2002, our directors and executive officers as a group,
consisting of twelve persons, held options to purchase an aggregate of 162,000
ordinary shares. Of such options, 28,000 options have an exercise price of $1.75
and 134,000 options have an exercise price of $4.375. The options vest over a
three-year period. Of such options, options to purchase 14,000 ordinary shares
expired in May 2003, options to purchase 14,000 ordinary shares will expire in
November 2004 and options to purchase 134,000 ordinary shares will expire in
July 2005. All of the options were issued under our 1996 and 2000 Employee Stock
Option Plans.
Related Party Transactions
During 1994, our manufacturing facility experienced a mechanical failure,
for which we filed a claim with our insurer in the amount $815,461 to cover
damages flowing from this failure. In December 1994, we agreed to sell the claim
against the insurer for $467,000 to certain of our shareholders which included
Integral International, Inc., Zilnat Holdings B.V., Dr. Ehud Geller (our former
chairman of the board of directors), Samuel Friedrich, Litani Capital Management
Ltd. (a former shareholder which transferred its rights under this agreement to
LCM Holdings LDC), Mahir Reiss and Herve Debache. Under the agreement with these
shareholders, as amended, they have the right to receive, after deduction of
legal expenses, up to a maximum of $650,000 of any funds recovered from our
insurer. Any remaining funds will belong to us. In 1997 the District Court of
Tel Aviv dismissed the complaint for lack of standing based on the fact that we
had sold the right to claim damages from our insurer to our shareholders. We
appealed the decision to the Supreme Court, which overruled the decision on
January 20, 1999, allowing the parties to amend their pleadings, and remanded
the case to the District Court. The district court dismissed the case for lack
of evidence of the cause of the mechanical failure, and awarded trial expenses
and legal fees to the insurer. Both parties filed appeal motions to the Supreme
Court. On May 28, 2003 the Supreme Court dismissed our appeal, accepted the
insurer appeal and awarded trial expenses and additional legal fees for the
insurer.
In 2003 we negotiated a new financing plan with our Banks and controlling
shareholder. As part of this financing plan, we issued a convertible note in the
principal amount of $500,000 to Merhav, an Israeli private company controlled by
our controlling shareholder, Mr. Joseph A. Maiman. The Note is due in full four
years from its issuance date. The Note bears interest at the rate of 10% per
year, compounded on a quarterly basis. Under the terms of the Note, Merhav has
the right, at any time, to convert the Note and any accrued interest thereon
into ordinary shares of our company at a price of $0.33 per ordinary share. We
may at our sole discretion repay the accrued interest on the principal of the
Note to Merhav.
APPOINTMENT OF AUDITORS
(Item 3 on the Proxy Card)
Our Annual General Meeting of Shareholders first appointed Somekh Chaikin,
independent public accountants and a member of KPMG, as our auditors in 1996.
Somekh Chaikin has no relationship with
6
us or any of our affiliates except as auditors. As a result of Somekh Chaikin's
knowledge of our operations and reputation in the auditing field, the Board of
Directors believes that the firm has the necessary personnel, professional
qualifications and independence to act as our auditors. The Board of Directors
has again recommended the selection of Somekh Chaikin as our auditors for the
period ending December 31, 2003 and recommends that the shareholders approve the
recommendation. The remuneration of Somekh Chaikin will be determined by the
Board of Directors according to the volume and nature of their services.
The following resolution will be offered by the Board of Directors at the
Meeting:
"RESOLVED, that the recommendation of our Board of Directors to
appoint Somekh Chaikin to conduct the annual audit of our financial
statements for the year ending December 31, 2003 is hereby approved."
The affirmative vote of the holders of a majority of the ordinary shares
represented at the Meeting in person or by proxy and entitled to vote and voting
thereon will be necessary for shareholder approval of the foregoing resolution.
The Board of Directors recommends a vote FOR the foregoing resolution.
RECEIVE AND CONSIDER THE AUDITOR'S REPORT, DIRECTORS'
REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
(Item 4 on the Proxy Card)
At the Meeting, our Auditor's Report, Directors' Report and the
Consolidated Financial Statements for the fiscal year ended December 31, 2002
will be presented. The affirmative vote of the holders of a majority of the
ordinary shares represented at the Meeting in person or by proxy and entitled to
vote will be necessary to consider and receive our Auditor's Report, Directors'
Report and the Consolidated Financial Statements for the fiscal year ended
December 31, 2002.
The Board of Directors recommends a vote FOR the consideration and receipt
of the Auditor's Report, Directors' Report and Consolidated Financial Statements
for the fiscal year ended December 31, 2002.
OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Meeting other than those specifically set forth in the Notice of the Meeting and
knows of no matters to be brought before the Meeting by others. If any other
matters properly come before the Meeting, it is the intention of the persons
named in the accompanying proxy to vote such proxy in accordance with the
judgment of the Board of Directors.
By Order of the Board of Directors,
/s/A. Reichart
Arieh Reichart
Chief Executive Officer and Secretary
Dated: November 26, 2003
7
ITEM 2
ELTEK LTD.
4 Drezner Street
Sgoola Industrial Zone
Petach Tikva, 49101 Israel
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Arieh Reichart and Nissim Gilam, or
either of them, attorneys or attorney of the undersigned, for and in the name(s)
of the undersigned, with power of substitution and revocation in each to vote
any and all ordinary shares, par value NIS 0.6 per share, of Eltek Ltd. (the
"Company"), which the undersigned would be entitled to vote as fully as the
undersigned could if personally present at the Annual General Meeting of
Shareholders of the Company to be held on Wednesday, December 31, 2003 at 10:00
a.m. at the principal offices of the Company, 4 Drezner Street, Sgoola
Industrial Zone, Petach Tikva, Israel and at any adjournment or adjournments
thereof, and hereby revoking any prior proxies to vote said shares, upon the
following items of business more fully described in the notice of and proxy
statement for such Annual General Meeting (receipt of which is hereby
acknowledged):
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR (i) THE ELECTION OF THE NOMINEES FOR CLASS I
AND CLASS III DIRECTOR AND (ii) PROPOSALS 2 THROUGH 4 SET FORTH ON THE REVERSE.
VOTES CANNOT BE CAST FOR NOMINEES FOR OUTSIDE DIRECTOR UNLESS YES OR NO HAS BEEN
SPECIFIED WITH RESPECT TO WHETHER THE SHAREHOLDER HAS A CONTROLLING INTEREST IN
THE COMPANY.
(Continued and to be signed on the reverse side)
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
ELTEK LTD.
December 31, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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(1) The election of a Class I Director and a Class III Director for terms
expiring in 2004 and 2006, respectively.
[ ] FOR ALL NOMINEES
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT (See instructions below)
NOMINEES:
( ) Joseph Yerushalmi - Class I Director
( ) Jack Bigio - Class III Director
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: (X)
Pursuant to Israeli law, in order to ensure specific majority requirements we
are required to ask you if you have a controlling interest in the company (as
described in the proxy statement) with respect to the election of the nominees
for outside director.
(2A) To elect Revital Dgani as an outside director for a term of three years.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Do you have a controlling interest with respect to the election of Revital
Dgani as an outside director? YES ____ NO _____
(2B) To elect Eliyaho Tov as an outside director for a term of three years.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Do you have a controlling interest with respect to the election of Eliyaho
Tov as an outside director? YES ____ NO _____
(3) Appointment of Somekh Chaikin as our independent auditors for the year
ending December 31, 2003.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) Receipt and consideration of our Auditor's Report, Directors' Report and
Consolidated Financial Statements for the fiscal year ended December 31,
2002.
[ ] [ ] [ ]
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method. [ ]
Signature of Shareholder__________ Date _____
Signature of Shareholder__________ Date _____
Note:Please sign exactly as your name or names appear on this Proxy. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
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, thereunto duly authorized.
ELTEK LTD.
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(Registrant)
By: /s/Arieh Reichart
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Arieh Reichart
President and Chief Executive Officer
Date: December 9, 2003