UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: June 30, 2004
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission file number ______________________
LAPIS TECHNOLOGIES, INC.
------------------------------------
(Exact name of small business issuer
as specified in its charter)
DELAWARE 27-0016420
------------------------------ --------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
19 W. 34th Street, Suite 1008
New York, NY, 10001
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number (212) 937-3580
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|
As of August 15th, 2004 there were 5,483,000 shares of the registrant's common
stock, par value $0.001, issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
LAPIS TECHNOLOGIES, INC.
June 30, 2004 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
PAGE
Special Note Regarding Forward Looking Statements
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 2004 1
Consolidated Statements of Income for the three months ending
March 31, 2004 and 2003 2
Consolidated Statements of Cash Flows for the three months ending
March 31, 2004 and 2003 3
Notes to Consolidated Financial Statements
4
Item 2. Management's Discussion and Analysis or Plan of Operations 5
Item 3. Controls and Procedures
8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 11
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LAPIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands, Except Share Amounts)
ASSETS
June 30,
2004
-------
Current Assets:
Cash and cash equivalents $ 40
Accounts receivable 2,228
Inventories 2,127
Prepaid expenses and other current assets 171
Due from stockholder 328
-------
Total current assets 4,894
Property and equipment, net 471
Due from affiliates 22
Deferred income taxes 20
-------
$ 5,407
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank line of credit $ 538
Short term bank loans 1,938
Current portion of long term loans 150
Accounts payable and accrued expenses 1,147
Income taxes payable 153
-------
Total current liabilities 3,926
Long term loans, net of current portion 295
Severance payable 58
-------
Total liabilities 4,279
-------
Commitments and contingencies
Minority interest 294
Stockholders' Equity:
Preferred stock; $.001 par value, 5,000,000 shares authorized, none issued
Common stock; $.001 par value, 100,000,000 shares authorized, 5,483,000 --
shares issued and outstanding 5
Additional paid-in capital 78
Accumulated other comprehensive loss (101)
Retained Earnings 852
-------
Total stockholders' equity 834
-------
$ 5,407
=======
The accompanying notes are an integral part of these financial statements
1
LAPIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Earnings Per Share and Share Amounts)
Six Months Ended Three Months Ended
June 30, June 30,
---------------- ------------------
2004 2003 2004 2003
----------- ----------- ----------- -----------
Sales $ 2,688 $ 2,985 $ 1,567 $ 1,755
Cost of sales 1,532 1,805 774 1,051
----------- ----------- ----------- -----------
Gross profit 1,156 1,180 793 704
----------- ----------- ----------- -----------
Operating expenses:
Selling expenses 7 17 5 (5)
General and administrative 649 598 397 264
----------- ----------- ----------- -----------
Total operating expenses 656 615 402 259
----------- ----------- ----------- -----------
Income from operations 500 565 391 445
----------- ----------- ----------- -----------
Other income (expense):
Interest expense, net (118) (173) (45) (108)
----------- ----------- ----------- -----------
Income before provision for income taxes and
minority interest 382 392 346 337
Provision for income taxes 42 89 33 47
Minority interest 135 88 126 115
----------- ----------- ----------- -----------
Net income 205 215 187 175
Other comprehensive (loss) income, net of taxes
Foreign translation (loss) gain (38) 55 5 51
----------- ----------- ----------- -----------
Comprehensive (loss) income $ 167 $ 270 $ 192 $ 226
=========== =========== =========== ===========
Basic net loss per share $ 0.04 $ 0.04 $ 0.03 $ 0.03
=========== =========== =========== ===========
Basic weighted average common shares outstanding 5,483,000 5,483,000 5,483,000 5,483,000
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements
2
LAPIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Six Months Ended
June 30,
----------------
2004 2003
------- -------
Cash flows from operating activities:
Net income $ 205 $ 215
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 69 61
Minority interest 141 88
Deferred income tax 1 (2)
Change in operating assets and liabilities:
Accounts receivable 772 (238)
Inventories (511) (138)
Prepaid expenses and other current assets 49 8
Accounts payable and accrued expenses (487) (454)
Income tax payable (39) 93
Customer deposits -- (212)
Severance payable 1 (1)
------- -------
Net cash provided by (used in) operating activities 201 (580)
------- -------
Cash flows from investing activities:
Purchase of property and equipment (14) (56)
(Increase) decrease in due from stockholder (153) 25
(Increase) decrease in due from affiliates 39 1
------- -------
Net cash used in investing activities (128) (30)
------- -------
Cash flows from financing activities:
Increase (decrease) in bank line of credit, net (392) (534)
Proceeds from long term debt 1,907 2,577
Repayment of long-term debt (1,711) (1,705)
------- -------
Net cash (used in) provided by financing activities (196) 338
------- -------
Effects of exchange rates on cash and cash equivalents (18) 10
------- -------
Increase (decrease) in cash (141) (262)
Cash, beginning of period 181 313
------- -------
Cash, end of period $ 40 $ 51
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 118 $ 173
======= =======
Income taxes $ 21 $ 16
======= =======
The accompanying notes are an integral part of these financial statements
3
LAPIS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Amounts)
JUNE 30, 2004
NOTE 1 - DESCRIPTION OF BUSINESS
Lapis Technologies, Inc. (the "Company") was incorporated in the State of
Delaware on January 31, 2002. The Company was originally named Enertec
Electronics, Inc. and on April 23, 2002 changed its name to Opal
Technologies, Inc. which changed its name to Lapis Technologies, Inc. on
October 3, 2002. The Company's operations are conducted through its
wholly-owned Israeli Subsidiary, Enertec Electronics Ltd. ("Enertec") and
its majority owned Israeli subsidiary Enertec Systems 2001 LTD ("Systems").
Enertec is engaged in the manufacturing, distribution and marketing of
electronic components and products relating to power supplies, converters
and related power conversion products, automatic test equipment, simulators
and various military and airborne systems, within the State of Israel.
NOTE 2 - BASIS OF PRESENTATION AND CONSOLIDATION
The accompanying unaudited consolidated financial statements and related
footnotes have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
statements and pursuant to the rules and regulations of the Securities and
Exchange Commission for Form 10-QSB. Accordingly, they do not include all
of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation
have been included. For further information read the financial statements
and footnotes thereto included in the Company's Annual Report to be filed
in accordance with the rules and regulations of the Securities and Exchange
Commission on Form 10-KSB for the year ended December 31, 2003. The results
of operations for the six-months ended June 30, 2004 are not necessarily
indicative of the operating results that may be expected for the year
ending December 31, 2004.
The accompanying financial statements include the accounts of the Company
and their ownership interest in its subsidiaries. All significant
intercompany balances and transactions have been eliminated in
consolidation.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material
effect on the accompanying consolidated financial statements.
4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," the
negative of such terms, or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially from those in
the forward-looking statements as a result of various important factors.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, such should not be regarded as a representation by
Lapis Technologies, Inc., or any other person, that such forward-looking
statements will be achieved. The business and operations of Lapis Technologies,
Inc. and its subsidiaries are subject to substantial risks, which increase the
uncertainty inherent in the forward-looking statements contained in this Report.
Because these forward-looking statements involve risks and uncertainties, there
are important factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements, including our
plans, objectives, expectations and intentions and other factors discussed under
"Risk Factors," included in our Registration Statement on Form 10-SB filed with
the Securities and Exchange Commission on March 26, 2004.
The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and related notes included elsewhere in
this Report.
Overview
We were formed in Delaware on January 31, 2002 under the name Enertec
Electronics, Inc. and have filed two certificates of amendment changing our name
to Opal Technologies, Inc. and then to Lapis Technologies, Inc. We conduct
operations in Israel through our wholly owned subsidiary, Enertec Electronics
Limited ("Enertec Electronics"), an Israeli corporation formed on December 31,
1991, and Enertec Systems 2001 LTD ("Enertec Systems"), an Israeli corporation
formed on August 28, 2001, of which we own a 55% equity interest. Enertec
Electronics is a manufacturer and distributor of electronic components and
products relating to power supplies, converters and related power conversion
products, automatic test equipment (ATE), simulators and various military and
airborne systems. Enertec Electronics maintains two divisions, the Systems
Division and the Electronics Division. The Systems Division designs, develops
and manufactures test systems for electronics manufacturers in accordance with
their specifications. The Electronics Division markets and distributes the test
systems, power supplies and other electronic components manufactured by us, and
by other manufacturers who engage us to distribute their products.
We had seven distribution agreements as of June 30, 2004. In the second
quarter of 2004, we received several large orders in the commercial and military
domains. Within the commercial arena we received a preliminary order for 6,200
units of a customized ATX power supply which should generate revenues of
approximately $210,000 as of June 30th 2004 revenues of $74,000 have already
been received. Another customer ordered 1,000 high voltage power supplies which
should generate revenues of approximately $95,000 nearly all of which has been
received, $94,000 as of the end of the second quarter. We expect to receive
follow up orders for additional units from this client by the fourth quarter of
2004. In addition, we have received an order for 200 customized compact PCI
power supplies which should generate revenues of approximately $56,000, so far
$14,000 has been received. We have also recently received an order for 1,100
power supplies for Voice Over IP products which generated revenues of $33,000,
with an additional $27,000 expected over the next two quarters. This is our
first entry into the IP Telephony industry, a burgeoning and fast growing sector
of the technology industry, and one in which we expect to take a dominant
position in the market going forward.
In the second quarter of 2004, we received an order for 250 redundant
power supplies, which is expected to result in $55,000 in sales, and an order
for 400 units for standard military converters that will add an additional
$75,000 to the top line.
We are trying to capitalize on our customer loyalty by introducing more
products in different divisions of the same company, and it represents our
success in cross marketing of new products within the same customer base. For
example previous orders for ATE for fighter airplanes flight computers has led
to orders for similar equipment for helicopters with an expected delivery in the
last quarter of 2004.
5
Within the military arena, we received an initial order for a new
innovative small size airborne power supply for infrared payloads. This 10 unit
order is expected to be followed by a much larger order over the next 24 months
at an average price of $3,000. The first two units have been delivered at a cost
of $37,000. Enertec Systems 2001 has also received an order for 113 Power
Distribution Units, of military grade, with expected total revenues of $420,000
to be delivered over the next 4 years. In addition to this, $187,000 worth of
ATE equipment has been ordered for the maintenance of infrared payload, 3 ATE's
for air to air missiles, at a cost of $67,000 per unit, and an ATE for avionics
at a unit price of $ 35,000.
The following presents certain historical financial information of the
operations of the Company. This financial information includes the results of
the Company for the three and six months ended June 30, 2003 compared with the
results of the Company for the three and six months ended June 30, 2004.
Results of Operations
Revenues
Revenues for the three and six months ended June 30, 2004 were $1,567,000
and 2,688,000, respectively, as compared to $1,755,000 and $2,985,000 for the
three and six months ended June 30, 2003, respectively. This represents a
decrease of $188,000, or 11%, for the three months ended June 30, 2004 and a
decrease of $297,000, or 10%, for the six months ended June 30, 2004 when
compared to the same period of 2003. This decrease in revenue is a result of a
lower number of orders for military systems received due to end-of-year budget
cuts of the Israeli MOD (Ministry of Defense) which effects the revenues for the
three and six month ended June 30, 2004. In the commercial sector, until end of
2003 there was a big drop in local and worldwide sales. During 2004 the
commercial market has starting to pick up but even in the second quarter, many
of our customers are still using parts from their inventory and therefore the
impact of the market pick-up has not yet been felt, and the growth in the market
has not yet translated to growth in sales. The impact of the government cuts at
the end of the year usually lasts two to three quarters since the average lead
time for a military ATE is 6-10 months. There has also been a delay in new
orders for the Arrow project, since the customer has been involved preparing the
Aug 2004 USA tests which have been very successful. Being the main provider of
ATE and support systems for this project we believe new orders should be
generated soon.
Gross Profit
Gross profit totaled approximately $793,000 for the three months ended
June 30, 2004 and $1,156,000 for the six months June 30, 2004. For the three and
six months ended June 30, 2003, gross profit totaled $704,000 and $1,180,000,
respectively. Comparing the three-month period ended June 30, 2004 to the same
period of 2003, gross profit increased approximately $89,000, or 13%. For the
six-month period ended June 30, 2004, gross profit decreased approximately
$24,000, or 2%, compared to the same period of 2003. The increase in gross
profit for the three months ended June 30, 2004 is primarily the result of a few
orders with lower cost of sales. In the second quarter of 2004 we focused on
those projects with higher profit margins, resulting in slightly lower revenues,
but higher net income and profit margin.
The minor decrease in gross profit for the six months ended June 30, 2004
is primarily the result of lower revenues for the last six months and therefore
lower gross profit.
Selling, General and Administrative Expenses
For the three months and six months ended June 30, 2004, selling, general
and administrative expenses totaled $402,000 and $656,000, respectively. This
was an increase of $143,000 (55%) and $41,000 (7%) when compared to the three-
and six-month periods ended June 30, 2003. The increase in selling, general and
administrative expenses for the three months ended June 2004 is attributable to
the re-assignment of some of the engineering staff amounting to $110,000 to
support an increased sales effort. Sales of military ATE's require high
technical personnel and so we utilized some engineers to promote our products to
this market. This was possible since during the second quarter we had fewer
projects which required heavy engineering resources.
6
Approximately $33,000 of the increase in SG and A was due to the increased
cost of the professional services legal and accounting associated with being a
public company. For the six months ended June 2004, the increase is mainly due
to the increase of the cost of the professional services as previously detailed.
Other Income and Expenses
Net interest expense was approximately $45,000 and $118,000 for the three
and six months ended June 30, 2004, respectively. For the three and six months
ended June 30, 2003, net interest expense was $108,000 and $173,000,
respectively. This represents a decrease of $63,000 (58%) and $55,000 (32%),
when comparing the three and six months ended June 30, 2004 with the same
periods of 2003. The decrease in net interest expense is due to a couple
reasons: (a) a decrease in the total debt by 11.7% to the banks by $388,000 was
partially due to 10% lower revenues a slight lowering of overall debt using our
cash flow, and (b) the lower interest rates in Israel during the 6 months period
ending June 2004 as compared with the prior year period, the monetary prime rate
in Israel was 6% average for the first 6 months of 2004 as compared to 9%
average for the first 6 months of 2003.
Provision for income taxes
For the three and six months ended June 30, 2004, our provision for income
taxes was $33,000 and $42,000. This represents a nominal decrease over the
provision for income taxes for the three months and six months ended June 30,
2003, $47,000, and $89,000 respectively. This adjustment reflects the actual
updated income taxes. At end of June 2003 the provision for taxes of Enertec
Systems did not take in consideration the tax exempt status that allowed tax
free income above approx $330,000. As of Dec 2003 the financials have been
adjusted to reflect this tax exempt status.
Liquidity and Capital Resources
Cash and Working Capital
As of June 30, 2004, the Company had approximately $40,000 of cash and
cash equivalents on hand and $968,000 of working capital. as compared to $51,000
of cash and cash equivalents on hand and $541,000 of working capital for the 6
months prior. The increase in working capital is due to a decrease in current
liabilities.
The Company currently plans to use the cash balance and cash generated
from operations for increasing the Company's working capital reserves and, along
with additional debt financing, for new product development and building up
inventory, hiring more sales staff and funding advertising and marketing.
Management believes that the current cash on hand and additional cash expected
from operations in fiscal 2004 will be sufficient to cover the Company's working
capital requirements for fiscal 2004.
Capital Expenditures
The Company did not incur any expenditures for capital improvements as of
June 30, 2004 and management does not currently anticipate any significant
capital expenditures during the next six to twelve months.
Financing Transactions
As of June 30, 2004, the Company's total bank debt was approximately
$2,921,000 as compared with approximately $3,309,000 as of June 30, 2003. This
decrease of approximately $388,000 (11.7%) was due to a lowered financing need
since the volume of new orders for the six month period ended June 2004 were
lower than the same comparative period for the prior year. These funds were
borrowed as follows: $1,938,000 as various short-term loans due through February
2005; $295,000 of long term debt due through December 2007, and $ 538,000
borrowed as lines of credit. The current portion of long-term debt at June 30,
2004 consisted of $150,000 due February 2005.
7
Cash Flows
Net cash provided by operating activities was approximately $201,000 for
the six months ended June 30, 2004 compared to net cash used in operating
activities of $580,000 for the same period of 2003. The net cash provided by
operating activities for the six months ended June 30, 2004 was primarily the
result of approximately $772,000 of net cash receipts from accounts receivable
offset by additional purchases of inventory of approximately $511,000.
Net cash used in financing activities for the six months ended June 30,
2004 was approximately $196,000, as compared with net cash provided by financing
activities of approximately $338,000 for the same period of 2003. This decrease
is due to the Company reducing its total debt for the six months ended June 30,
2004 as compared to obtaining additional debt during the six months ended June
30, 2003.
ITEM 3. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms. There was no significant change in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not subject to any pending or threatened legal proceedings, except
for as described below.
On 4/16/2002 Orckit Communications brought an action in the Tel Aviv
District Court against Gaia Converter, a French company and Alcyon Production
Systems, also a French company and a subcontractor of Gaia Converter, in the
amount of $1,627,966 , alleging that the DC converters supplied to it by Gaia
Converter were defective and caused Orckit to replace the converters at a
substantial financial expense.
Enertec Electronics was joined in the action as a local Israeli
distributor of the Gaia Converter products. Gaia Converter has advised us that
the converters in issue were free from any and all defects and were in good
working order and that it was the faulty performance of Orckit's product into
which the converters were incorporated that caused them to fail at a greater
rate than anticipated by Orckit. Enertec Electronics filed a response to this
claim that there is no cause of action against it, as among other things,
Enertec Electronics is merely the local Israeli sales representative of Gaia
Converter and did not make any implied or express representations or warranties
to Orckit regarding the suitability of the converters or otherwise, nor was
Enertec Electronics required to do so by law. Technical specifications required
by Orckit for the converters were determined and communicated directly by Orckit
to Gaia Converter and all other communications regarding the converters were
directly between Orckit and Gaia Converter. Moreover, Orckit conducted a
qualification test of the converters and confirmed to Gaia Converter that the
converters complied with their requirements subsequent to such testing. Neither
Gaia Converter nor Alcyon Production Systems have filed a response to this
action, and consequently Orkit Communications requested and obtained default
judgments from the Tel Aviv District Court against both Gaia Converter and
Alcyon Production Systems. Enertec Electronics is defending and is continuing to
defend this action vigorously and we do not believe that it will have a material
adverse impact on our business. Orkit has filed affidavits setting out the
evidence supporting their allegations and Enertec will file answering affidavits
in response.
8
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS IN SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit Number Description
- --------------------------------------------------------------------------------------------------------------------
3.1 Certificate of Incorporation of Enertec Electronics, Inc. filed January 31, 2002*
3.2 Certificate of Amendment of Enertec Electronics, Inc. filed April 23, 2002*
3.3 Certificate of Amendment of Opal Technologies, Inc. filed October 17, 2002*
3.4 By-Laws of Lapis Technologies, Inc.*
4.1 Specimen Common Stock Certificate**
10.1 Stock Option Plan of 2002*
10.2 An Agreement for an Unprotected Tenancy, dated in June 2002 between Amnoni Brothers - Carmiel
Transporters Ltd. and Enertec Systems Ltd.**
10.3 Lease Agreement dated October 31, 2002 between Mund Holdings Ltd., and Enertec Electronics
Ltd.**
10.4 Manufacturer's Representative Agreement dated December 20, 1988 between Cytec Corporation and
Enertec International.**
10.5 Exclusive Distribution Agreement dated June 26, 2002 between Gaia Converter by the Company
Enertec (Israel) Gaia Converter Sa and Enertec Electronics Ltd.**
10.6 Annual Agreement dated February 05, 2001 between BigBand Networks Ltd. and Enertec Electronics
Ltd.**
10.7 Supply Agreement between Enertec Ltd. and The Israeli Aeronautical Industries Ltd.**
10.8 Distributor Agreement dated January 1, 1998 between Christie Electric Corp. and Enertec
Electronics Ltd.**
10.9 Sale Representative Agreement dated July 6, 1998 between EMCO High Voltage Co. and Enertec
International.**
31.1 Certification by Harry Mund, Chief Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.***
31.2 Certification by Miron Markovitz, Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.***
32.1 Certification by Harry Mund, Chief Executive Officer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.***
32.2 Certification by Miron Markovitz, Chief Financial Officer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.***
* Previously filed with Amendment No. 2 to the Form SB-2 registration statement
filed with the Securities and Exchange Commission on May 14, 2003, and
incorporated herein by reference.
** Previously filed with Amendment No. 1 to the Form SB-2 registration statement
filed with the Securities and Exchange Commission on February 11, 2003, and
incorporated herein by reference.
*** Filed herewith.
9
b) Reports on Form 8-K:
On July 6, 2004, the Company filed a Form 8-K reporting a change in the
Company's certifying accountant effective April 1, 2004 from Rogoff & Company,
P.C. to Gvilli & Co., C.P.A.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on this
12th day of August 2004.
Lapis Technologies, Inc.
By: /s/ Harry Mund
-----------------------------------------
Harry Mund, Chief Executive Officer,
President and Chairman of the Board
By: /s/ Miron Markovitz
-----------------------------------------
Miron Markovitz, Chief Financial Officer,
Chief Accounting Officer and Director
11