UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May 10,
2010
LAPIS
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-100979
|
27-0016420
|
|
(State
or Other Jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Number) |
Identification Number) |
| |
|
|
|
70
Kinderkamack Road, Emerson, New Jersey
|
07630
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (201)
654-4173
19 W. 34th Street, Suite 1008, New
York, New York 10001
(Former
name or former address, if changed since last report)
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 (see General
Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On May 10, 2010, the Board of Directors
(the “Board”) of Lapis Technologies, Inc. (the “Company”) elected David Lucatz
to serve on the Board. The Board also appointed him as President and Chief
Executive Officer and Tali Dinar as Secretary and Chief Financial
Officer.
Mr. Lucatz, age 53, is currently the
President of Enertec Systems 2001 Ltd., a majority-owned subsidiary of the
Company (“Enertec Systems”). Since 2006, he has been the Chairman of
the Board and Chief Executive Officer of DL Capital Ltd. (“DL Capital”), a
boutique investment holding company based in Israel specializing in investment
banking, deal structuring, business development and public/private fund raising
with a strong focus in the defense and homeland security
markets. From 2001 until 2006, he served as a Deputy President and
chief financial officer of I.T.L. Optronics Ltd., a publicly-traded company
listed on the Tel Aviv Stock Exchange engaged in the development, production and
marketing of advanced systems and solutions for the defense, warfare and
security industries. The Board believes that Mr. Lucatz’s experience
over the last 25 years in management, operational, finance and business
development in corporate turnaround, roll-up and M&A situations and
experience in the defense and homeland security sectors provides the Company
with the comprehensive and valuable perspective and judgment necessary to guide
the Company’s strategies and monitor their execution. Mr. Lucatz
holds a B.Sc. in Economics and Management from the Hebrew University of
Jerusalem and a M.Sc. in Industrial and Systems Engineering from Ohio State
University.
Since August 2009, and following its
acquisition of 51% of the outstanding common stock of the Company, DL Capital
has been providing Enertec Systems with certain consulting and management
services pursuant to a consulting agreement. In consideration of
these services, DL Capital receives annual payments of approximately $157,000,
plus reimbursement of expenses up to an aggregate of $12,000 per
year. The agreement has an initial term of two years, and it shall
automatically be renewed for additional one-year terms unless terminated in
accordance with its terms. Pursuant to the consulting agreement, the
Company engaged DL Capital to provide it with consulting, managerial and
administrative services in relation to the affairs and day-to-day operations of
Company, which include business development, marketing, financing issues
management, banks, credit and investment banking services. The
foregoing summary is qualified in its entirety by reference to the consulting
agreement, which was filed with the Securities and Exchange Commission as an
exhibit to the Company’s Annual Report on Form 10-K for the year ended December
31, 2009 and is incorporated herein by reference.
Mrs. Dinar, age 39, has been the Chief
Financial Officer of Enertec Systems since November 2009. From 2007
until 2009, she served as Chief Controller of the Global Consortium on Security
Transformation, a global homeland security organization. From 2002
until 2007, she was the Chief Controller of I.T.L. Optronics Ltd. Mrs.
Dinar holds a B.A. in Accounting and Business Management from The College of
Management Academic Studies and earned her CPA certificate in
1999.