AS FILED WITH THE COMMISSION ON NOVEMBER 22, 2006 - REGISTRATION NO. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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DELTA GALIL INDUSTRIES LTD.
(Exact name of Registrant as specified in its charter)
ISRAEL NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
TEXTILE BUILDING
2 KAUFMAN STREET
TEL AVIV 68012, ISRAEL
(Address of Registrant's principal executive offices)
DELTA GALIL INDUSTRIES LTD. 2006 INCENTIVE PLAN
DELTA GALIL INDUSTRIES LTD. 2006 OPTION PLAN
(Full title of the plans)
DELTA GALIL USA INC.
150 MEADOWLANDS PARKWAY
SECUACUS, NJ 07094
(201) 902-0055
(Name, address and telephone number of agent for service)
COPY TO:
DANIEL GAMULKA
GROSS, KLEINHENDLER, HODAK, HALEVY,
GREENBERG & CO.
ONE AZRIELI CENTER, ROUND BUILDING
TEL AVIV 67021, ISRAEL
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SECURITY PRICE
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Ordinary Shares 164,006 $ 10.10 $ 1,656,461 (2)
50,000 $ 9.20 $ 460,000 (3)
735,992 $ 8.43 $ 6,204,413 (3)
25,002 $ 7.59 $ 189,765 (3)
425,000 $ 7.26 $ 3,085,500 (3) $ 1,241
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1,400,000 $11,596,139
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(1) This registration statement on Form S-8 (this "REGISTRATION STATEMENT")
covers an aggregate of 1,400,000 ordinary shares, par value NIS 1.00 per
share (the "SHARES") of Delta Galil Industries Ltd. (the "REGISTRANT")
available for issuance under the Delta Galil Industries Ltd. 2006
Incentive Plan and Delta Galil Industries Ltd. 2006 Option Plan
(collectively, the "PLANS"). Pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), this
Registration Statement shall also cover any additional Shares that
become issuable under the Plans by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the outstanding Shares.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act, and based upon
the average of the high and low prices of the Shares as reported on the
Nasdaq Global Market on November 20, 2006.
(3) Represent Shares available for issuance under the Plans pursuant to
outstanding stock options with a fixed exercise price. Estimated solely
for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act, and based upon the price at which the
options may be exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
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* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with, or furnished to,
the Securities and Exchange Commission (the "Commission") by the Registrant, are
incorporated herein by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2005, filed with the Commission on June 28, 2006;
(b) Amendment No.1 and Amendment No. 2 to the Registrant's Annual
Report on Form 20-F for the fiscal year ended December 31, 2004, filed with the
Commission on April 13 and 25, 2006, respectively;
(c) The Registrant's Reports on Form 6-K furnished by the Registrant
to the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT") on the following dates: January 3,
January 31, March 22, May 10, June 8, September 20, October 5, October 23, 2006
and November 8, 2006; and
(d) The description of the Registrant's ordinary shares, par value
NIS 1.00 per share contained in the Registrant's Registration Statement on Form
8-A, filed with the Commission pursuant to Section 12(g) of the Exchange Act on
March 15, 1999.
In addition, all reports and other documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Companies Law of 1999 (the "COMPANIES LAW"), an Israeli
company may not exculpate an office holder from liability for a breach of the
duty of loyalty of the office holder. An Israeli company may exculpate an office
holder in advance from liability to the company, in whole or in part, for a
breach of duty of care but only if a provision authorizing such exculpation is
included in its articles of association. Our articles of association include
such a provision. An Israeli company may not exculpate a director for liability
arising out of a prohibited dividend or prohibited distribution to shareholders.
An Israeli company may indemnify an office holder in respect of certain
liabilities either in advance of an event or following an event provided a
provision authorizing such indemnification is inserted in its articles of
association. Our articles of association contain such an authorization. An
undertaking provided in advance by an Israeli company to indemnify an office
holder with respect to a financial liability imposed on or incurred by him or
her in favor of another person pursuant to a judgment, settlement or
arbitrator's award approved by a court must be limited to events which in the
opinion of the board of directors can be foreseen based on the company's
activities when the undertaking to indemnify is given, and to an amount or
according to criteria determined by the board of directors as reasonable under
the circumstances, and such undertaking shall detail the abovementioned events
and amount or criteria. In addition, under the Companies Law, a company may
indemnify an office holder against the following liabilities incurred for acts
performed as an office holder:
o reasonable litigation expenses, including attorneys' fees,
incurred by the office holder as a result of an investigation or
proceeding instituted against him or her by an authority
authorized to conduct such investigation or proceeding, provided
that (i) no indictment was filed against such office holder as a
result of such investigation or proceeding; and (ii) no
financial liability, such as a criminal penalty, was imposed
upon him or her as a substitute for the criminal proceeding as a
result of such investigation or proceeding or, if such financial
liability was imposed, it was imposed with respect to an offense
that does not require proof of criminal intent; and
o reasonable litigation expenses, including attorneys' fees,
incurred by the office holder or imposed by a court in
proceedings instituted against him or her by the company, on its
behalf or by a third party or in connection with criminal
proceedings in which the office holder was acquitted or as a
result of a conviction for a crime that does not require proof
of criminal intent.
An Israeli company may, and our articles of association
authorize us to, insure an office holder against the following liabilities
incurred for acts performed as an office holder:
o a breach of duty of loyalty to the company, to the extent that
the office holder acted in good faith and had a reasonable basis
to believe that the act would not prejudice the company;
o a breach of duty of care to the company or to a third party; and
o a financial liability imposed on the office holder in favor of a
third party.
An Israeli company may not indemnify or insure an office holder
against any of the following:
o a breach of duty of loyalty, except to the extent that the
office holder acted in good faith and had a reasonable basis to
believe that the act would not prejudice the company;
o a breach of duty of care committed intentionally or recklessly,
excluding a breach arising out of the negligent conduct of the
office holder;
o an act or omission committed with intent to derive illegal
personal benefit; or
o a fine levied against the office holder.
We have obtained directors' and officers' liability insurance covering
our officers and directors for claims arising from wrongful acts they committed
in their capacity as an officer or a director.
We have also issued indemnity undertakings to our office holders to
indemnify them for amounts that they may be obligated to pay in litigation
related to their service arising in one of the types of events enumerated in the
undertaking. Such indemnification is capped at an aggregate of $15 million for
all office holders in respect of the same series of events, less any amount
reimbursed by our directors and officers insurance, provided however, that the
total amount of indemnity may not exceed 25% of our shareholders' equity on the
date of the payment of amounts pursuant to the undertaking.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See attached Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Tel Aviv, Israel on the 22nd day of November, 2006.
DELTA GALIL INDUSTRIES LTD.
By: /s/ Aviram Lahav
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Name: Aviram Lahav
Title: Chief Executive Officer
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of
Delta Galil Industries Ltd. has signed this Registration Statement on this 22nd
of November, 2006.
DELTA GALIL USA INC.
By: /s/ Steven Lockcuff
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Name: Steven Lockcuff
Title: VP Finance
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints Aviram
Lahav and Yossi Hajaj, and each of them, as such person's true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments to the Registration Statement,
including post-effective amendments and supplements, and registrations
statements filed pursuant to Rule 462 under the Securities Act, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, and does hereby grant unto each said attorney-in-fact and
agent 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 such person might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
substitute therefor, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 22nd day of November, 2006.
Signature Title
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/s/ Aviram Lahav Chief Executive Officer
--------------------------------------- (principal executive officer)
Aviram Lahav
/s/ Yossi Hajaj Senior Vice President and
--------------------------------------- Chief Financial Officer
Yossi Hajaj (principal financial officer)
/s/ Dov Lautman Chairman of the Board
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Dov Lautman
/s/ Issac Dabah Vice Chairman of the Board
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Isaac Dabah
/s/ Israel Baum Director
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Israel Baum
/s/ Gideon Chitayat Director
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Gideon Chitayat
Director
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Aharon Dovrat
Director
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Harvey M. Krueger
/s/ Noam Lautman Director
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Noam Lautman
/s/ Leah Perez Director
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Leah Perez
/s/ Dan Propper Director
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Dan Propper
/s/ Arnon Tiberg Director
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Arnon Tiberg
/s/ Giora Morag Director
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Giora Morag
/s/ Amnon Neubach Director
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Amnon Neubach
EXHIBIT INDEX
Exhibit No. Description of Document
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3.1 Memorandum of Association of the Registrant, as amended
(incorporated by reference to the Registrant's Annual Report on
Form 20-F, filed with the Commission on June 8, 2001.
3.2 Articles of Association of the Registrant (incorporated by
reference to the Registrant's Annual Report on Form 20-F, filed
with the Commission on June 8, 2001).
4.1 Specimen Certificate for ordinary shares (incorporated by
reference to Amendment No. 1 to the Registrant's Registration
Statement on Form F-1 (File no. 333-10062), filed with the
Commission on March 16, 1999).
5.1* Opinion of I. Amihud Ben-Porath, Hamou & Co. as to the legality
of the securities being registered.
23.1* Consent of Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited.
23.2* Consent of Baker Tilly.
23.3* Consent of Allied for Accounting and Auditing, a member of Ernst
& Young Global.
23.4* Consent of I. Amihud Ben-Porath, Hamou & Co. (included in
Exhibit 5.1)
24.1* Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Delta Galil Industries Ltd. 2006 Incentive Plan (incorporated by
reference to Exhibit 4.10 to the Registrant's Annual Report on
Form 20-F, filed with the Commission on July 28, 2006).
99.2 Delta Galil Industries Ltd. 2006 Option Plan (English
translation) (incorporated by reference to Exhibit 4.11 to the
Registrant's Annual Report on Form 20-F, filed with the
Commission on July 28, 2006).
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* Filed herewith.