SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 23, 2002
ELECTRIC FUEL 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.)
632 Broadway, Suite 301, New York, New York 10012
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 529-9200
(Former name or former address, if changed since last report)
Page 1 of 15 Pages
Exhibit Index is on Page 4
Item 5. Other Events
On January 24, 2002 we will issue and sell to Special Situations
Private Equity Fund, L.P., Special Situations Fund III, L.P., Special Situations
Technology Fund, L.P. and Special Situations Cayman Fund, L.P., for an aggregate
purchase price of $2,480,000, 1,600,000 shares of our common stock, $.01 par
value per share, at a purchase price per share of $1.55.
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. 333-63514), which Registration Statement was
declared effective by the Commission on July 20, 2001, and which Registration
Statement contains our prospectus dated July 20, 2001, as supplemented by our
prospectus supplement dated January 23, 2002, we are filing the opinion of
Harris Beach LLP as Exhibit 5.1 to the Registration Statement.
The opinion of Harris Beach LLP 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 January 23, 2002.
Following the offering described above, Electric Fuel will have
30,545,310 shares of common stock outstanding, compared to 28,945,310 shares
before the offering.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit Number Description
------- ------ -----------
4.1 Stock Purchase Agreement dated as of January 18, 2002
5.1 Legal Opinion of Harris Beach LLP
23.3 Consent of Harris Beach LLP (contained in the opinion filed as
Exhibit 5.1)
2
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.
ELECTRIC FUEL CORPORATION
(Registrant)
By: /s/ Robert S. Ehrlich
-------------------------------------
Name: Robert S. Ehrlich
Title: Chairman of the Board and
Chief Financial Officer
Dated: January 23, 2002
3
EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit Number Description
------- ------ -----------
4.1 Stock Purchase Agreement dated as of January 18, 2002
5.1 Legal Opinion of Harris Beach LLP
23.3 Consent of Harris Beach LLP (contained in the opinion filed as Exhibit
5.1)