UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June, 2003
Koor Industries Ltd.
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(Translation of registrant's name into English)
21 Ha'arba'ah Street, Tel Aviv 64739, Israel
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(Address of principal executive offices)
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
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form 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
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-_____
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.
/s/ Shlomo Heller
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By: Shlomo Heller
Title: General Counsel and
Company Secretary
Dated: June 27, 2003
TABLE OF CONTENTS
Exhibit 1 Notice of Annual General Meeting of Shareholders
Exhibit 2 Proxy Statement for Annual General Meeting of Shareholders
Exhibit 3 Proxy Card
Exhibit 1
KOOR INDUSTRIES LTD.
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NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
________________________________
Rosh Ha'ayin, July 27, 2003
DATE: Sunday, July 27, 2003
TIME: 10:00 a.m., Israel time
VENUE: Koor Headquarters
Telrad Building
14 Hamelacha Street
Park Afek
Rosh Ha'ayin 48091
Israel
To the owners and holders
of American Depository Receipts ("ADRs")
evidencing American Depository Shares ("ADSs")*
held by the owners and holders of ADRs (the "ADRs Holders"):
Issuing Company: Koor Industries Ltd. ("Koor" or the "Company")
Deposit Agreement: Deposit Agreement, dated as of November 13, 1995, by
and among, The Bank of New York, as depository (the
"Bank"), Koor and the ADRs Holders (the "Deposit
Agreement")
ADR CUSIP No: 500507108**
ADS Record Date: The close of business in New York on June 20, 2003**
Deeming Provisions: For the purposes of this Notice, any reference to
shareholders of Koor (the "Shareholders") shall be
deemed also to be a reference to ADR holders.
Koor hereby gives notice that the Extraordinary General Meeting of
Shareholders (the "Meeting") will be held on Sunday, July 27, 2003, at 10:00
a.m., Israel time, at the Company's headquarters located at Telrad Building,
14 Hamelacha Street, Park Afek, Rosh Ha'ayin 48091, Israel.
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* Each ADS represents 0.20 of an Ordinary Share of Koor, par value NIS 0.001
(the "Ordinary Shares").
** As determined by the Bank, or in reliance on information furnished to
Koor by the Bank under the Deposit Agreement.
The Following is the Agenda for the Meeting:
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1. To approve the adoption of the Koor Industries Ltd. 2003 Stock
Option Plan, based on the principles set out in the proxy
statement, pursuant to which options shall be granted to directors,
officers (including the Chief Executive Officer) and other
employees of Koor and its affiliates, and to empower the Company's
management to finalize the detailed 2003 Stock Option Plan.
2. To approve the granting of (i) 50,000 options under the 2003 Stock
Option Plan to each of the members of the Board of Directors of
Koor (excluding Charles R. Bronfman and Andrew Hauptman, directors
who are related to the controlling shareholders) and (ii) 175,000
options under the 2003 Stock Option Plan to Jonathan Kolber, the
Chief Executive Officer of Koor.
By Order of the Board of Directors
Shlomo Heller
Corporate Secretary
Exhibit 2
Koor Industries Ltd.
Telrad Building
14 Hamelacha Street
Park Afek
Rosh Ha'ayin 48091, Israel
PROXY STATEMENT
This Notice is furnished to the ADR holders of Koor Industries Ltd.
("Koor" or the "Company") in connection with the Extraordinary General Meeting
of the shareholders of Koor (the "Meeting"). The Meeting will be held on
Sunday, July 27, 2003, at 10:00 a.m., Israel time, at the Company's
headquarters located at Telrad Building, 14 Hamelacha Street, Park Afek, Rosh
Ha'ayin 48091, Israel.
It is proposed to adopt the following Ordinary Resolutions at the
Meeting:
1. To approve the adoption of the Koor Industries Ltd. 2003 Stock
Option Plan (the "2003 Stock Option Plan"), based on the principles
set out in this proxy statement, pursuant to which options shall be
granted to directors, officers (including the Chief Executive
Officer) and other employees of Koor and its affiliates (the "Koor
Group"), and to empower the Company's management to finalize the
detailed 2003 Stock Option Plan. (See Item A1 below.)
2. To approve the granting of (i) 50,000 options under the 2003 Stock
Option Plan to each of the members of the Board of Directors of Koor
(excluding Charles R. Bronfman and Andrew Hauptman, directors who are
related to the controlling shareholders) and (ii) 175,000 options
under the 2003 Stock Option Plan to Jonathan Kolber, the Chief
Executive Officer of Koor. (See Item A2 below.)
At the close of business on June 12, 2003, the Company had 15,673,377
outstanding Ordinary Shares, par value NIS 0.001 per share (the "Ordinary
Shares"), each of which is entitled to one vote upon the matters to be
presented at the Meeting.(1)
A quorum at any Meeting of the Company shall be constituted when
there are present, either in person or by proxy, at least two members, who
together hold one third of the voting rights in the Ordinary Shares of the
Company.
An Ordinary Resolution shall be deemed to have been passed, if
members present, personally or by proxy, holding shares which represent more
than fifty percent (50%) of the voting rights of all of the Ordinary Shares of
the holders so present at the Meeting, voted, either personally or by proxy,
in favor of such Ordinary Resolution. Jonathan Kolber, the Chief Executive
Officer of the Company, who holds more than five percent (5%) of the voting
rights of all of the Ordinary Shares, has notified the Company that he intends
to vote his shares at the Meeting.
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(1) 209,028 Ordinary Shares held by the Company and its wholly owned
subsidiary will not be voted at the Meeting.
According to applicable Israeli law, if within 30 minutes from the
time set for the Meeting a quorum shall not be constituted, the Meeting shall
be postponed to the same day at the following week, at the same time and the
same place. If within 30 minutes from the time set for the postponement of the
Meeting a quorum shall not be constituted, then the Meeting shall be held when
at least two shareholders are present either in person or by proxy, regardless
of the voting rights represented by them. The Ordinary Resolutions at such a
postponed Meeting shall be deemed to have passed in accordance with the
percentage thresholds described in the preceding paragraphs.
Item A1 -- Approval of Adoption of the 2003 Stock Option Plan.
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On May 25, 2003 and June 5, 2003, the Audit Committee and the Board
of Directors of the Company, respectively, approved the adoption of the 2003
Stock Option Plan, based on the principles set out below, and empowered the
Company's management to finalize the detailed 2003 Stock Option Plan.
Among the persons to be granted options under the 2003 Stock Option
Plan will be the members of the Board of Directors of Koor (excluding Charles
R. Bronfman and Andrew Hauptman, directors who are related to the controlling
shareholders) and Jonathan Kolber, the Chief Executive Officer of the Company,
who beneficially owns more than 5% of the Ordinary Shares. As a result of the
above, in accordance with the Israeli Companies Law, 1999, the 2003 Stock
Option Plan must be approved by an Ordinary Resolution of the shareholders of
the Company at a general meeting. At the Meeting, the Company will seek to
obtain shareholder approval for adoption of the 2003 Stock Option Plan. The
Board of Directors recommends to approve the Company's adoption of the 2003
Stock Option Plan.
The following are the principle terms of the 2003 Stock Option Plan:
o Koor shall grant 1,200,000 options, each exercisable for one Ordinary
Share (the "Options"), of which: 50,000 Options shall be granted to
each of the members of the Board of Directors of Koor (excluding
Charles R. Bronfman and Andrew Hauptman); 175,000 Options shall be
granted to Jonathan Kolber, the Chief Executive Officer of the
Company, who currently does not have any options; up to 450,000
Options shall be granted to other officers and employees of the Koor
Group; and 225,000 Options shall be reserved for future distribution
to Koor Group officers and employees;
o The Options shall be exercisable at NIS 89.7 (the "Exercise Price"),
the closing price of the Ordinary Shares on the Tel Aviv Stock
Exchange on June 4, 2003, the last trading day prior to the date on
which the 2003 Stock Option Plan was approved by the Board of
Directors of Koor (approximately US$20.5 (which is equivalent to
US$4.1 per ADS));
o The Exercise Price shall be adjusted upon the occurrence of certain
triggering events, including, but not limited to, a distribution of
dividends;
o The Options shall vest over a period of three years in six equal
bi-annual calendar year installments, on the last day of each such
bi-annual calendar date;
o The exercise period shall expire on December 31, 2010;
o The 2003 Stock Option Plan shall be limited to 35 persons (in
addition to the members of the Board of Directors and Chief Executive
Officer who shall be granted Options) and, accordingly, under Israeli
securities law, the offer pursuant to the 2003 Stock Option Plan will
not be deemed an offer to the public;
o According to Section 102 of the Israeli Income Tax Ordinance, the
Options and the Ordinary Shares into which Options may be exercisable
(the "Exercised Shares") shall be subject to a tax black-out period
during which Optionholders who exercise their Options and sell their
Exercised Shares are required to pay higher taxes than if they sell
their Exercised Shares outside the black-out period (the "Tax
Black-Out Period"). The Tax Black-Out Period with respect to Options
granted during the 2003 calendar year shall end on December 31, 2005;
o During the Tax Black-Out Period, the Options and the Exercised Shares
shall be held in escrow for the Optionholders' benefit by a trustee
appointed by the Company and approved by the Israeli Income Tax
Commission;
o Optionholders shall not pay the Exercise Price upon exercising their
Options, but shall be issued such number of Exercised Shares whose
aggregate market price at the time of the exercise shall equal the
difference between (i) the sum of (1) the market price at the time of
the exercise of the Options multiplied by (2) the number of Options
granted to the Optionholder and (ii) the sum of (1) the Exercise
Price multiplied by (2) the number of Options granted to the
Optionholder. In case of Options exercised prior to the end of the
Tax Black-Out Period and Exercised Shares not sold during the Tax
Black-Out Period, the number of Exercised Shares issued following the
end of the Tax Black-Out Period shall be adjusted in the event of a
decrease in the market price of the Ordinary Shares during the Tax
Black-Out Period;
o In the event of a restructuring of Koor (including, but not limited
to, by means of a sale of substantially all of the assets of Koor, a
distribution of substantially all of the assets of Koor to its
shareholders, a merger, an offer or a settlement), an independent
outside expert specializing in economic valuations shall determine
the form and amount of the compensation that shall be given to the
Optionholders;
o The Company shall administer the 2003 Stock Option Plan, and the
Board of Directors shall have the power to amend the vesting schedule
of certain Options and to allow the continuation of the vesting
following termination of employment or tenure of an Optionholder; and
o Optionholders shall be solely responsible for the payment of all
applicable taxes in connection with the Options and the Exercised
Shares.
It is therefore proposed that the shareholders adopt the following
Ordinary Resolution at the Meeting:
"RESOLVED, that the Company adopt the Koor Industries Ltd. 2003 Stock
Option Plan, based on the principles set out in the proxy statement, pursuant
to which options shall be granted to directors, officers (including the Chief
Executive Officer) and other employees of Koor and its affiliates, and that
the Company's management shall be empowered to finalize the detailed 2003
Stock Option Plan."
The Board of Directors recommends voting FOR adopting the 2003 Stock
Option Plan and empowering the Company's management to finalize the detailed
2003 Stock Option Plan.
Item A2 -- Approval of the Granting of (i) 50,000 options under the 2003 Stock
Option Plan to each of the members of the Board of Directors of Koor
(excluding Charles R. Bronfman and Andrew Hauptman) and (ii) 175,000 options
under the 2003 Stock Option Plan to Jonathan Kolber, the Chief Executive
Officer of Koor.
The Board of Directors recommends to approve the granting of (i)
50,000 options under the 2003 Stock Option Plan to each of the members of the
Board of Directors of Koor (excluding Charles R. Bronfman and Andrew Hauptman)
and (ii) 175,000 options under the 2003 Stock Option Plan to Jonathan Kolber,
the Chief Executive Officer of Koor.
It is therefore proposed that the shareholders adopt the following
Ordinary Resolution at the Meeting:
"RESOLVED, that each member of the Board of Directors of Koor
(excluding Charles R. Bronfman and Andrew Hauptman, directors who are related
to the controlling shareholders) shall be granted 50,000 options under the
2003 Stock Option Plan and Jonathan Kolber, the Chief Executive Officer of
Koor, shall be granted 175,000 options under the 2003 Stock Option Plan."
The Board of Directors recommends voting FOR the granting of (i)
50,000 options under the 2003 Stock Option Plan to each of the members of the
Board of Directors of Koor (excluding Charles R. Bronfman and Andrew Hauptman,
directors who are related to the controlling shareholders) and (ii) 175,000
options under the 2003 Stock Option Plan to Jonathan Kolber, the Chief
Executive Officer of Koor.
* * * * *
A representative of the Management is expected to be present at the
Meeting, and to be available to respond to appropriate questions from the
shareholders.
Other than as set forth above, Management knows of no other business
to be acted upon at the Meeting.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend
the Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
Shlomo Heller
Corporate Secretary
Rosh Ha'ayin, Israel
June 17, 2003
Exhibit 3
KOOR INDUSTRIES LTD.
Instructions to The Bank of New
York, as Depositary (Must be received prior
to the close of business on July 21, 2003)
The undersigned, registered Holder of American Depositary Receipts
hereby requests and instructs The Bank of New York, as Depositary, to
endeavor, in so far as practicable, to vote or cause to be voted the amount of
stock represented by such Receipt of Koor Industries Ltd. registered in the
name of the undersigned on the books of the Depositary as of the close of
business on June 20, 2003 at the Extraordinary General Meeting of Shareholders
of Koor Industries Ltd. to be held on July 27, 2003 in respect of the
resolutions specified on the reverse.
NOTES:
1. Please direct the Depositary how it is to vote by marking the appropriate
box by each resolution.
2. If no voting instructions are received by the Depositary on or before
July 21, 2003, the Depositary shall deem such Holder to have instructed
the Depositary to give a discretionary proxy to a person designated by
the Company to vote such Depositary Securities in proportion to the votes
cast by holders of all Shares.
KOOR INDUSTRIES LTD.
P.O. Box 11230
NEW YORK, N.Y. 10203-0230
To change your address, please mark this box. |_|
To include any comments, please mark this Box. |_|
Please complete and date this proxy on the reverse side and
return it promptly in the accompanying envelope.
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___ Mark, Sign, Date and
| | Return The Proxy Card Votes must be
|___| Promptly Using the indicated (x) in
Enclosed Envelope Black or Blue ink.
FOR AGAINST
1. To approve the adoption of the Koor _ _
Industries Ltd. 2003 Stock Option |_| |_|
Plan, based on the principles set out in
the proxy statement, pursuant to which
options shall be granted to directors,
officers (including the Chief Executive
Officer) and other employees of Koor and
its affiliates, and to empower the
Company's management to finalize the
detailed 2003 Stock Option Plan.
2. To approve the granting of (i) 50,000 _ _
options under the 2003 Stock Option |_| |_|
Plan to each of the members of the Board
of Directors of Koor (excluding Charles R.
Bronfman and Andrew Hauptman, directors
who are related to the controlling
shareholders) and (ii) 175,000 options
under the 2003 Stock Option Plan to
Jonathan Kolber, the Chief Executive
Officer of Koor.
__________________________________________________
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| S C A N L I N E |
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The Voting Instruction must be signed by the person
in whose name the relevant Receipt is registered on
the books of the Depositary. In the case of a
Corporation, the Voting Instructions must be
executed by a duly authorized Officer or Attorney.
Date Share Owner sign here Co-Owner sign here
______________________________ __________________
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