Camtek Ltd. — Registration Form 2004

Feb 27, 2004

S-8 1 a2129727zs-8.htm S-8 QuickLinks -- Click here to rapidly navigate through this document TOC_END

As filed with the Securities and Exchange Commission on February 27, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CAMTEK LTD. (Exact name of Registrant as specified in its charter)

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Israel	Not Applicable
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

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Industrial Zone P.O. Box 544 Migdal Ha'Emek 23150, Israel (972) 4-604-8100 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Camtek Ltd. 2003 Share Option Plan Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to United States Taxation Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to Israeli Taxation (Full title of the Plans)

Camtek USA, Inc. 301 Route 66, Building B, Second Floor Neptune, NJ 07753 (Name and address of agent for service)

(732) 695-1333 (Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

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Richard H. Gilden Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, New York 10022 Tel: 212-715-9486 Fax: 212-715-8085 Lior Aviram, Adv. Shiboleth, Yisraeli, Roberts, Zisman & Co. 46 Montifiore Street Tel Aviv 65201, Israel Tel: 917-3-710-3311

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CALCULATION OF REGISTRATION FEE

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Title of Securities to be Registered	Amount to be Registered(1)(2)	Maximum Proposed Offering Price per Share(3)	Maximum Proposed Aggregate Offering Price(3)	Amount of Registration Fee
Ordinary Shares, NIS 0.01 par value	998,800 shares	$ 5.33	$ 5,318,610	$ 673.87

end of user-specified TAGGED TABLE (1) 998,800 Ordinary Shares to be registered under the Camtek Ltd. 2003 Share Option Plan and its sub-plans. (2) This Registration Statement shall also cover any additional Ordinary Shares which become issuable under the Registrant's 2003 Share Option Plan, by reason of any share dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's Ordinary Shares. (3) The price per share is estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purposes of calculating the registration fee on the basis of the average of the high and low selling prices per share of the Registrant's Ordinary Shares on February 24, 2004, as reported by the Nasdaq Small Cap Market. ZEQ.=1,SEQ=1,EFW="2129727",CP="CAMTEK LTD",DN="1",CHK=567557,FOLIO='blank',FILE='DISK033:[04NYC2.04NYC2792]BA2792A.;10',USER='MKEANE',CD='27-FEB-2004;11:17' THIS IS THE END OF A COMPOSITION COMPONENT

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PART II Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference in this Registration Statement the following documents:

Item 4. Description of Securities

Item 5. Interests of Named Experts and Counsel

Item 6. Indemnification of Directors and Officers

The Registrant's Articles provide that, subject to the provisions of the Israeli Companies Law, the Registrant may:

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ZEQ.=1,SEQ=2,EFW="2129727",CP="CAMTEK LTD",DN="1",CHK=809644,FOLIO='II-1',FILE='DISK033:[04NYC2.04NYC2792]DE2792A.;7',USER='JALEXAN',CD='27-FEB-2004;11:19'

The Registrant may exempt, in advance, an office holder from all or part of his or her responsibility for damages occurring as a result of a breach of his or her duty of care. The Registrant may also approve an action taken by the office holder, even if performed in breach of his or her fiduciary duty, if the office holder was acting in good faith, the action does not adversely affect the Registrant and the office holder has revealed to the Registrant's board his or her personal interest in the action.

Notwithstanding the foregoing, the Registrant may not insure, indemnify or exempt an office holder for any breach of his or her fiduciary duty, or for a violation of his or her duty of care (1) if the act was committed recklessly or with intent, (2) if the act was committed with the intent to realize improper personal gain, or (3) for any fine imposed on the office holder, except as provided above.

As required under Israeli law, the Registrant's Audit Committee, board of directors and shareholders have approved the indemnification and insurance of our office holders, as well as the resolutions necessary both to exempt its office holders in advance from any liability for damages arising from a breach of their duty of care to the Registrant, and to provide them with the indemnification undertakings and insurance coverage they have received from the Registrant in accordance with the Registrant's Articles.

Item 7. Exemption from Registration Claimed

Item 8. Exhibits

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Exhibit Number	Description
4.0	Reference is made to the Registrant's Registration Statement No. 000-30664 on Form 8-A, together with the exhibits thereto, which are incorporated by reference herein pursuant to Item 3(c) to this Registration Statement.
5.0	Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.
10.1	Camtek Ltd. 2003 Share Option Plan.
10.2	Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to United States Taxation.
10.3	Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to Israeli Taxation.
23.1	Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. (contained in their opinion constituting Exhibit 5.0).
23.2	Consent of Eisner LLP, an independent member of Baker Tilly International, and Goldstein Sabo Tevet CPA.
24.1	Power of Attorney (included in signature page).

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Item 9. Undertakings

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ZEQ.=2,SEQ=3,EFW="2129727",CP="CAMTEK LTD",DN="1",CHK=933177,FOLIO='II-2',FILE='DISK033:[04NYC2.04NYC2792]DE2792A.;7',USER='JALEXAN',CD='27-FEB-2004;11:19'

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ZEQ.=3,SEQ=4,EFW="2129727",CP="CAMTEK LTD",DN="1",CHK=648712,FOLIO='II-3',FILE='DISK033:[04NYC2.04NYC2792]DE2792A.;7',USER='JALEXAN',CD='27-FEB-2004;11:19'

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ZEQ.=4,SEQ=5,EFW="2129727",CP="CAMTEK LTD",DN="1",CHK=228719,FOLIO='II-4',FILE='DISK033:[04NYC2.04NYC2792]DE2792A.;7',USER='JALEXAN',CD='27-FEB-2004;11:19'

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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 Migdal Ha'Emek, Israel on this 25 day of February, 2004.

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CAMTEK LTD.
By:	/s/ RAFI AMIT Rafi Amit Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That each person whose signature appears below, does hereby constitute and appoint Rafi Amit and Yotam Stern and each of them acting alone, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them acting alone, determine may be necessary or advisable or required to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that any or all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned have executed this power of attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

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Signature	Title	Date
/s/ RAFI AMIT Rafi Amit	Chief Executive Officer (Principal Executive Officer) and Chairman of the Board	February 25, 2004
/s/ MOSHE AMIT Moshe Amit	Executive Vice President and Chief Financial Officer (Principal Accounting Officer)	February 25, 2004
/s/ YOTAM STERN Yotam Stern	Executive Vice President, Business and Strategy and Director	February 25, 2004

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ZEQ.=1,SEQ=6,EFW="2129727",CP="CAMTEK LTD",DN="1",CHK=138200,FOLIO='II-5',FILE='DISK033:[04NYC2.04NYC2792]DG2792A.;7',USER='SGUNTHE',CD='27-FEB-2004;11:11' end of table folio

/s/ MEIR BEN-SHOSHAN Meir Ben-Shoshan	Director	February 25, 2004
/s/ HAIM HOROWITZ Haim Horowitz	Director	February 25, 2004
/s/ ERAN BENDOLY Eran Bendoly	Director	February 25, 2004
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Camtek USA, Inc. 301 Route 66, Building B, Second Floor Neptune, NJ 07753
/s/ YOTAM STERN Yotam Stern	Director	February 25, 2004

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ZEQ.=2,SEQ=7,EFW="2129727",CP="CAMTEK LTD",DN="1",CHK=443315,FOLIO='II-6',FILE='DISK033:[04NYC2.04NYC2792]DG2792A.;7',USER='SGUNTHE',CD='27-FEB-2004;11:11' THIS IS THE END OF A COMPOSITION COMPONENT TOC_END

EXHIBIT INDEX

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Exhibit Number	Description
4.0	Reference is made to the Registrant's Registration Statement No. 000-30664 on Form 8-A, together with the exhibits thereto, which are incorporated by reference herein pursuant to Item 3(c) to this Registration
Statement.
5.0	Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.
10.1	Camtek Ltd. 2003 Share Option Plan.
10.2	Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to United States Taxation.
10.3	Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to Israeli Taxation.
23.1	Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. (contained in their opinion constituting Exhibit 5.0).
23.2	Consent of Eisner LLP, an independent member of Baker Tilly International, and Goldstein Sabo Tevet CPA.
24.1	Power of Attorney (included in signature page).

end of user-specified TAGGED TABLE ZEQ.=1,SEQ=8,EFW="2129727",CP="CAMTEK LTD",DN="1",CHK=281685,FOLIO='blank',FILE='DISK033:[04NYC2.04NYC2792]DI2792A.;5',USER='MKEANE',CD='27-FEB-2004;11:17' THIS IS THE END OF A COMPOSITION COMPONENT

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TOC_BEGIN CALCULATION OF REGISTRATION FEE TOC_BEGIN PART II Information Required in the Registration Statement TOC_BEGIN SIGNATURES POWER OF ATTORNEY TOC_BEGIN EXHIBIT INDEX SEQ=,FILE='QUICKLINK',USER=MKEANE,SEQ=,EFW="2129727",CP="CAMTEK LTD",DN="1" TOCEXISTFLAG