UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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ELECTRIC FUEL CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
284871 10 0
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(CUSIP Number)
MIRIAM TOLEDANO, IES ELECTRONIC INDUSTRIES LTD., 32 BEN-GURION STREET, RAMAT-GAN
52573, ISRAEL +972-3-753-0755
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 2, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Sec.Sec.240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
Sec.240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN
THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
PAGE 1 of 8 PAGES
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CUSIP NO. 284871 10 0 13D PAGE 2 OF 8 PAGES
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| 1. | NAMES OF REPORTING PERSONS
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| | IES ELECTRONIC INDUSTRIES USA INC., IRS # 84-1334089
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | (a) [X]
| | (b) [ ]
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| 3. | SEC USE ONLY
| |
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| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| | OO
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
| | PURSUANT TO ITEM 2(d) OR 2(e)
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| 6. | CITIZENSHIP OR PLACE OF ORGANIZATIONDE, USA
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NUMBER OF | |
SHARES | 7. | SOLE VOTING POWER 0
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8. | SHARED VOTING POWER 3,250,000
EACH |-----------------------------------------------------------------
REPORTING | 9. | SOLE DISPOSITIVE POWER 0
PERSON |-----------------------------------------------------------------
WITH | 10.| SHARED DISPOSITIVE POWER 3,250,000
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| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| | 3,250,000
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
| | CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.37%
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| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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CUSIP NO. 284871 10 0 13D PAGE 3 OF 8 PAGES
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This Statement relates to the beneficial ownership of shares of the common stock
of Electric Fuel Corporation. By IES ELECTRONIC INDUSTRIES USA INC.
ITEM 1. SECURITY AND ISSUERS.
This Statement relates to the common stock, $0.01 par value, of Electric Fuel
Corporation, a Delaware corporation (the "Issuer") having its principal
executive offices at 632 Broadway, Suite 301, New York, New York 10012.
ITEM 2. IDENTITY AND BACKGROUND.
The filer of this statement is IES Electronic Industries USA Inc. ("IES USA"), a
Delaware Incorporated company and a fully owned subsidiary of IES Interactive
Training Ltd., which is a fully owned subsidiary of IES Electronic Industries
Ltd. (the "Parent"), an Israeli incorporated corporation, publicly traded on the
Tel-Aviv Stock Exchange ("TASE"). The Bloomberg ticker of the parent is IES IT.
The parent is a holding company. Its three primary holdings are IES Electronics
Agencies (1986) Ltd. (IES Agencies) which is 90.01% owned, IES Interactive
Training Ltd., which is the sole owner of IES USA, and Semicom Lexis (32%
ownership by IES Agencies), which is publicly traded on the TASE under the
Bloomberg ticker SMCM IT. IES Agencies represents foreign (primarily American
and European) technology companies in Israel, and sells their products to the
Israeli industry. IES Interactive Training and IES USA develop and manufacture
advanced training systems for light weapons which are sold to police forces and
other law enforcement agencies. Semicom Lexis imports durable goods, primarily
batteries to Israel, and sells them to supermarkets, DIY stores and small local
shops.
During the last 5 years, none of the companies in the IES Group ("IES"), nor any
other companies related to the IES Group, nor any director or officer in any of
the IES Group companies, have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors)
During the last 5 years, none of the companies in the IES Group, nor any other
companies related to the IES Group, nor any director or officer in any of the
IES Group companies, have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
CUSIP NO. 284871 10 0 13D PAGE 4 OF 8 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities being acquired are a part of a transaction in which IES USA is
selling its assets and liabilities to Electric Fuel Corporation. The technology
rights of IES Interactive Training Ltd. are being sold to a subsidiary of
Electric Fuel Corporation. The consideration for the purchase of the Assets and
the assumption of the Assumed Liabilities of the sellers is four million eight
hundred thousand dollars ($4,800,000) in cash and promissory notes and the
issuance to IES USA of a total of three million two hundred fifty thousand
(3,250,000) shares of the common stock, $0.01 par value per share of Electric
Fuel Corporation.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the transaction is to pay IES USA for the assets and the assumed
liabilities of the sellers. Prior to the transaction IES did not own any
Electric Fuel Corporation shares. The transaction involves selling the vast
majority of IES USA assets and liabilities to Electric Fuel Corporation.
Other than as described above, IES Electronics USA, Inc., IES Interactive
Training, Ltd.. and IES Electronic Industries, Ltd. have no plans or proposals
which relate to, or may result in, any of the matters listed in items 4(a)-(j)
of Schedule 13D. Neither do any other companies related to the IES Group, nor
any director or officer in any of the IES Group companies have any such plans.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Following the sale of the assets and liabilities of IES USA to Electric
Fuel Corporation, IES Electronics USA, Inc., beneficially owns 3,250,000
shares of Electric Fuel Corporation, which comprise 9.37% of the common
shares of Electric Fuel Corporation. No other companies in the IES Group
will own any Electric Fuel shares, nor will any director or officer in any
of the IES Group companies.
.
(b) IES Electronics USA, Inc., IES Interactive Training, Ltd. and IES
Electronic Industries, Ltd. have shared power to vote or direct the vote of
these shares. No other company in the IES Group has any power to vote these
shares, nor do any directors or officers in any of the IES Group companies.
.
(c) Within the past 60 days the following transactions were effected: The
transactions described in Item 3 which are incorporated herein by
reference. No other transactions were made by any company in the IES Group,
or by any officers or directors in the IES Group.
(d) Not applicable.
(e) Not applicable.
CUSIP NO. 284871 10 0 13D PAGE 5 OF 8 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Asset Purchase Agreement provides in Section 5.13 thereto, that
5.13. Voting Agreement. IES shall enter into a voting agreement in
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respect of the EFCX Shares pursuant to which IES will agree, for a period of the
greater of five (5) years after the Closing Date or all times that IES holds at
least 500,000 shares of the Electric Fuel, to vote the EFCX Shares in favor of:
(i) Messrs. Yehuda Harats and Robert S. Ehrlich, and (ii) all proposals of
management (except for proposals regarding the nomination of individuals other
than Yehuda Harats or Robert S. Ehrlich to the Board of Buyer) that relate to
(i) operation or management of the business in the ordinary course and not
against the interest of Electric Fuel, or (ii) acquisitions, financings, stock
option plans or business development and not against the interest of Electric
Fuel. IES further agrees that such voting agreement will include a prohibition
on the part of any individual who is an Affiliate of IES, from being proposed as
a nominee to the Board of Electric Fuel other than with the agreement of both of
Yehuda Harats and Robert S. Ehrlich.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint filing agreement
(b) Right of first refusal
(a) JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with all other
Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, $0.01 par value per
share, of Electric Fuel Corporation and that this Agreement be included as
an Exhibit to such joint filing. This Agreement may be executed in any
number of counterparts all of which taken together shall constitute one and
the same instrument.
CUSIP NO. 284871 10 0 13D PAGE 6 OF 8 PAGES
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IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 12
day of August, 2002.
IES ELECTRONICS USA, INC.
By:
Name:
Title:
IES INTERACTIVE TRAINING, LTD.
By:
Name:
Title:
IES ELECTRONIC INDUSTRIES, LTD.
By:
Name:
Title:
(b) Right of First Refusal
Right of First Refusal. Upon Closing and for a period of the greater of
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five (5) years thereafter or so long as Seller and its Affiliates own at
least 500,000 shares of Buyer, Seller and the Shareholder shall have a
right of first refusal with regard to any transaction regarding the sale of
all or substantially all of the Assets and/or the Technology Rights other
than a transaction with an entity fully owned by Buyer; provided, however,
that all or substantially all of the Assets and/or Technology Rights are
the material subject of such transaction, and provided, further, that the
consideration in respect of such transaction shall be less than the
consideration in respect of this transaction.
CUSIP NO. 284871 10 0 13D PAGE 7 OF 8 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 8, 2002
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Date
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Signature
MIRIAM TOLEDANO, IES ELECTRONIC INDUSTRIES LTD., 32 BEN-GURION ST., RAMAT-GAN
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52573, ISRAEL
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