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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
August 10, 2004 Date of Report (Date of earliest event reported):
AROTECH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-23336 95-4302784
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
250 West 57th Street, Suite 310, New York, New York 10107
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 258-3222
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 10, 2004, we acquired all of the outstanding stock of Armour
of America, Incorporated, a California corporation ("AoA"), from AoA's sole
shareholder, pursuant to the terms of a Stock Purchase Agreement dated as of
July 15, 2004 between us and AoA (the "Agreement"). Pursuant to the terms of the
Agreement, we paid $22 million for the outstanding stock of AoA and will pay
certain additional earn-outs if AoA is awarded certain material contracts. The
source of the funds used for the purchase was working capital and funds raised
through exercises of certain previously-outstanding warrants and the sale of
shares of our common stock. The amount of consideration was determined based
upon arm's-length negotiations between ourselves and AoA's sole shareholder,
Arthur Schreiber.
The current AoA management will continue to manage AoA as a
wholly-owned subsidiary of ours. The assets acquired through the purchase of all
of AoA's outstanding stock consisted of all of AoA's assets, including AoA's
current assets, property and equipment, and other assets (including intangible
assets such as goodwill, intellectual property and contractual rights).
We are not aware of any pre-existing material relationship between the
shareholder of AoA and us, or between such shareholder and our affiliates,
directors or officers, or any associate of any such affiliates, directors or
officers.
A copy of the Agreement was filed as an exhibit to our Quarterly Report
on Form 10-Q for the quarter ended June 30, 2004, filed on August 16, 2004. The
above description of the terms of the Agreement and of this transaction is
qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired - To be filed by
amendment to this Current Report on Form 8-K not later than not later
than 71 calendar days after the date that the initial report on Form
8-K must be filed.
(b) Pro forma financial information - To be filed by amendment to this
Current Report on Form 8-K not later than 71 calendar days after the
date that the initial report on Form 8-K must be filed.
(c) Exhibits - The following documents are filed as exhibits to this
report:
Exhibit No. Description
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*2.1 Stock Purchase Agreement dated as of July 15, 2004 between
Arotech Corporation and Armour of America, Incorporated and
its sole shareholder
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*Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, filed on August 16, 2004
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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 hereunto duly authorized.
AROTECH CORPORATION
(Registrant)
By: /s/ Robert S. Ehrlich
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Name: Robert S. Ehrlich
Title: Chairman, President and CEO
Dated: August 23, 2004