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Nova Ltd. — Registration Form 2004
May 17, 2004
6955_rf_2004-05-17_940f9bef-9a10-4398-904a-41a71ef09f27.zip
Registration Form
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S-8 1 zk40724.htm Created by EDGAR Ease Plus (EDGAR Ease+ 1.6a) Project: \Backup\office\EDGAR Filing\Nova Measuring Istruments Ltd\40724\a40724.eep Control Number: 40724 Rev Number: 1 Client Name: Nova Measuring Istruments Ltd Project Name: S-8 Firm Name: Zadok-Keinan Ltd S-8
Registration No.
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As filed with the Securities and Exchange Commission, via EDGAR, on May 12, 2004
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM S-8
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Registration Statement under The Securities Act of 1933
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Nova Measuring Instruments Ltd. (Exact name of registrant as specified in its charter)
| Israel | Not Applicable |
|---|---|
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) |
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Weizmann Scientific Park, P.O. Box 266, Revohot 76100 Israel (Address of principal executive offices) (Zip Code)
Nova Measuring Instruments Ltd. September 2002 Stock Option Plan 6 - as Amended (Full title of the plan)
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Giora Dishon Chief Executive Officer and President Nova Measuring Instruments Ltd. Weizmann Scientific Park P.O. Box 266
| Rehovot 76100 Israel |
|---|
| (Name and address of agent for service) |
| 011-972-8-938-7505 |
|---|
| (Telephone number, including area code, of agent for service) |
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Copies to:
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David Gitlin, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, PA 19103 (215) 977-2000
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(1) |
|---|---|---|---|---|
| Ordinary Shares, nominal value NIS 0.01 per share | 20,000 | $5.17 | $103,400 | $13.10 |
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers such additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments.
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(2) Calculated pursuant to Rule 457(h) under the Securities Act based upon the average of the high and low prices of the Registrants common stock on April 12, 2004 as quoted on the Nasdaq National Market.
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INCORPORATION BY REFERENCE
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Pursuant to General Instruction E of Form S-8 under the Securities Act, the contents of the Registrants Registration Statement on Form S-8 (Commission File No. 333-11640) are incorporated herein by reference.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Rehovot, State of Israel, on this 9 day of May, 2004.
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NOVA MEASURING INSTRUMENTS LTD. BY: /S/ Giora Dishon Giora Dishon President and Chief Executive Officer
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each director or officer whose signature appears below hereby constitutes and appoints Giora Dishon and Chai Toren, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in any and all capacities, any and all amendments (including post-effective amendments) to a Registration Statement on Form S-8 relating to the registration under the Securities Act of 1933 of Ordinary Shares of Nova Measuring Instruments Ltd. under the Amended and Restated Nova Measuring Instruments Ltd. April 2002 Stock Option Plan 6, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do all such other acts and things requisite or necessary to be done, and to execute all such other acts and things requisite or necessary to be done, and to execute all such other documents as they, or any of them, may deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signatures Title Date
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BY: /S/ Giora Dishon Giora Dishon President, Chief Executive Officer and Director (Principal Executive Officer) May 9, 2004
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BY: /S/ Chai Toren Chai Toren Chief Financial Officer (Principal Financial and Accounting Officer) May 9, 2004
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BY: /S/ Barry Cox Barry Cox Chairman May 9, 2004
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BY: /S/ Michael Brunstein Michael Brunstein Director May 9, 2004
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BY: /S/ Joseph Ciechanover Joseph Ciechanover Director May 9, 2004
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BY: /S/ Alon Dumanis Alon Dumanis Director May 9, 2004
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BY: /S/ Moshe Finarov Moshe Finarov Director May 9, 2004
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BY: /S/ Lauri Hanover Lauri Hanover Director May 9, 2004
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BY: /S/ Karey Holland Karey Holland Director May 9, 2004
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BY: /S/ Avi Kerbs Avi Kerbs Director May 9, 2004
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NOVA MEASURING INSTRUMENTS INC. Authorized U.S. Representative BY: /S/ Gabi Seligson Gabi Seligson President May 9, 2004
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NOVA MEASURING INSTRUMENTS LTD. AMENDED AND RESTATED JANUARY 2002 STOCK OPTION PLAN 6
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REGISTRATION STATEMENT ON FORM S-8
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EXHIBIT INDEX
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Exhibit No. Document
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4.1 Nova Measuring Instruments Ltd. April 2002 Stock Option Plan 6. (Incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-8 (Commission File No. 333-11640) filed on December 24, 2002.)
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4.2 Shareholders resolution approving the resolution of the Board of Directors and the amendment of Nova Measuring Instruments Ltd. September 2002 Stock Option Plan 6 to provide that up to 960,000 shares may be issued pursuant to the exercise of options granted pursuant to the plan. (Incorporated by reference to Exhibit 99.1 to the Company's report on Form 6-K filed on September 10, 2003.)
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5.1 Opinion of Gilead Sher & Co. Law Offices.*
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23.1 Consent of Brightman Almagor & Co.*
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23.2 Consent of Gilead Sher & Co. Law Offices. (Contained in Exhibit 5.)*
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24 Power of Attorney. (Included on signature pages of this Registration Statement.)*
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- Filed herewith.