This Registration Statement shall become effective immediately upon filing
pursuant to Securities Act Rule 462
As filed with the Securities and Exchange Commission on April 16, 2002
Registration No. 333- ____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________
Electric Fuel Corporation
(Exact name of Registrant as specified in its charter)
_________
Delaware 95-4302784
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
Matt Collins
Electric Fuel Corporation Electric Fuel Corporation
632 Broadway, Suite 301 632 Broadway, Suite 301
New York, New York 10012 New York, New York 10012
Tel: (212) 529-9200 Fax: (212) 529-5800 Tel: (212) 529-9200 Fax: (212) 529-5800
(Address, including ZIP code, and telephone number, (Address, including ZIP code, and telephone
including number,
area code, of Registrant's principal executive including area code, of agent for service)
offices)
_________
ELECTRIC FUEL CORPORATION 1998 Non-Executive Employee
Stock Option and Restricted Stock Purchase Plan
(Full title of the plan)
_________
Copies of all communications, including communications sent to the agent for
service, to:
Yaakov Har-Oz, Esq. Har-Oz, Adv.
Vice President and General Counsel
Electric Fuel (E.F.L.) Ltd.
Western Industrial Park, P.O. Box 641
Beit Shemesh, Israel
Tel: +972-2-990-6623
Fax: +972-2-990-6688
_________
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered per share offering price registration fee
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Common Stock, par value $0.01 per share 1,500,000/(1)/ $1.34/(2)/ $ 2,010,000 $ 184.92
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/(1)/ In addition, in accordance with Rule 416(a) under the Securities Act of
1933, as amended, this registration statement also covers such
indeterminate number of Shares as may become subject to options under the
Company's 1998 Non-Executive Employee Stock Option and Restricted Stock
Purchase Plan as a result of the adjustment provisions thereof.
/(2)/ Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, based upon the
average of the high and low prices of the Shares as quoted on The Nasdaq
National Market on April 15, 2002.
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REGISTRATION STATEMENT FOR REGISTRATION
OF ADDITIONAL SECURITIES ON FORM S-8
Incorporation by Reference
--------------------------
Hereby incorporated by reference is registrant's registration statement on
Form S-8, registration no. 333-74197, filed in connection with the same plan on
March 10, 1999 with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
Required Information Not in Prior Statement
-------------------------------------------
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
Yaakov Har-Oz, Esq. holds options to purchase 50,500 shares of Common
Stock.
Item 8. Exhibits
Exhibit
Number Description
------ -----------
* 4.1 Specimen Certificate for Common Stock
+ 5.1 Opinion of Yaakov Har-Oz, Esq.
+23.1 Consent of Kost Forer & Gabbay
+23.2 Consent of Yaakov Har-Oz, Esq. (contained in Exhibit 5.1)
+24.1 Powers of Attorney (included in the signature page)
**99.1 1998 Non-Executive Employee Stock Option and Restricted Stock
Purchase Plan
_____________
* Incorporated by reference to Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1, No. 33-73256, which became effective on February 23,
1994.
** Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-74197), which became effective on March 10,
1998.
+ Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 16th day of
April, 2002.
ELECTRIC FUEL CORPORATION
By: /s/ Robert S. Ehrlich
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Robert S. Ehrlich
Chairman and Chief Financial Officer
Know all men by these presents, that each individual whose signature
appears below constitutes and appoints Yehuda Harats and Robert S. Ehrlich, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Yehuda Harats President, Chief Executive Officer and Director
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Yehuda Harats (Principal Executive Officer) April 16, 2002
/s/ Robert S. Ehrlich Chairman, Chief Financial Officer and Director April 16, 2002
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Robert S. Ehrlich (Principal Financial Officer)
/s/ Avihai Shen Vice President - Finance April 16, 2002
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Avihai Shen (Principal Accounting Officer)
/s/ Dr. Jay M. Eastman Director April 11, 2002
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Dr. Jay M. Eastman
/s/ Leon S. Gross Director April 16, 2002
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Leon S. Gross
/s/ Lawrence M. Miller Director April 16, 2002
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Lawrence M. Miller
/s/ Jack E. Rosenfeld
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Jack E. Rosenfeld Director April 16, 2002
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