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
Date
of
Report (Date of earliest event reported): February 28, 2008
(Exact
name of registrant as specified in its charter)
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Delaware
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333-100979
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27-0016420
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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19
W.
34th Street, Suite 1008, New York, NY 10001
(Address
of principal executive offices) (zip code)
(212)
937-3580
(Registrant's
telephone number, including area code)
Copies
to:
Marc
J.
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 (see General Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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On
February 28, 2008, Lapis Technologies, Inc. (the "Company") entered into an
agreement for the issue and sale of shares in Lapis Technologies, Inc. and
the
transfer of shares of Star Night Technologies Ltd. to the Company (the “Lapis
SPA”), with Harry Mund and Mordechai Solomon (the “Investor”). Mr. Mund is the
Company’s chief executive officer, director, and majority stockholder. The Lapis
SPA will close (subject to fulfillment or waiver of certain closing conditions,
and the performance of certain covenants by the parties prior to closing,
including, inter
alia,
the
receipt of a fairness opinion) 21 days following the date on which an
information statement on Schedule 14C under the Securities Exchange Act of
1934,
as amended, is mailed to stockholders of the Company (the “Closing Date”), which
closing shall occur concurrently with that of the Systems SPA (defined below)
and the Electronics SPA (defined below). Pursuant to the Lapis SPA, the Company
agreed to issue to the Investor, on the Closing Date, 75,129,500 shares of
the
Company’s common stock, representing 92% of the Company’s issued and outstanding
shares on a fully diluted basis. The Investor agreed to transfer to the Company,
on the Closing Date, 4,539,557 shares in Star Night Technologies Ltd., a company
traded on the Tel Aviv Stock Exchange, held by the Investor in person.
In
addition, pursuant to the Lapis SPA, the Investor agreed to grant to Mr. Mund
an
option (the “Mund Option”), exercisable by Mr. Mund in his sole discretion, to
sell to the Investor, Mr. Mund’s 4,750,000 shares of the Company’s common stock
(the “Option Shares”). The Mund Option will be exercisable during a period of 90
calendar days immediately following the first anniversary of the Closing Date
(with respect to 50% of the Option Shares, at an exercise price of US $0.5434
per share, subject to adjustment in the event of stock splits, stock dividends,
and similar transactions) and/or the second anniversary of the Closing Date
(with respect to all of the Option Shares, at an exercise price of US $0.6038
per share, subject to adjustment in the event of stock splits, stock dividends,
and similar transactions). The Mund Option is subject to the aggregate value
of
the Option Shares being no higher than US $2,868,000, subject to certain
adjustments, for a period of 65 consecutive calendar days commencing 120 days
after the Closing Date (so long as Mr. Mund may sell his shares pursuant to
Rule
144 under the Securities Act of 1933, as amended (the “Securities Act”)) during
a period of 65 consecutive calendar days during a period of 24 months following
the Closing Date.
In
connection with the Lapis SPA, on February 28, 2008, the Company’s indirect
wholly owned subsidiary, Entertec Management Ltd. (“Entertec Management”) (which
the Company owns through its direct wholly owned subsidiary Entertec Electronics
Ltd.), entered into an agreement for the sale and purchase of Entertec Systems
2001 Ltd. (the “Systems SPA”), with Harry Mund, and S.D.S. (Star Defense
Systems) Ltd., a company traded on the Tel Aviv Stock Exchange (“S.D.S.”) whose
majority stockholder is Mordechai Solomon. The Systems SPA will close on the
Closing Date concurrently with the Lapis SPA and the Electronics SPA (defined
below). Pursuant to the Systems SPA, Entertec Management and Mr. Mund agreed
to
sell, and S.D.S. agreed to purchase, on the Closing Date, an aggregate of
251,000 shares of Entertec Systems 2001 Ltd. (“Enterec Systems”), representing
all of the issued and outstanding capital stock of Entertec Systems, for an
aggregate purchase price of US $1,500,000. The 251,000 shares to be sold
pursuant to the Systems SPA represent 67,770 shares to be sold by Mr. Mund
and
183,230 shares to be sold by Entertec Management.
In
connection with the Lapis SPA and the Systems SPA, the Company also entered
into, on February 28, 2008, an agreement with Mund Holdings Ltd., a company
owned by Harry Mund (the “Electronics SPA”). The Electronics SPA will close on
the Closing Date concurrently with the Lapis SPA and the Systems SPA. Pursuant
to the Electronics SPA, the Company agreed to sell, and Mund Holdings Ltd.
agreed to purchase, on the Closing Date, NIS (New Israeli Shekel) 100 divided
into 100 shares of NIS 1 each, of Entertec Electronics Ltd. (“Entertec
Electronics”), representing all of the issued and outstanding capital stock of
Entertec Electronics, for a purchase price of US $250,000.
The
Company’s issuance of shares of common stock to Mr. Solomon under the Lapis SPA
will be made pursuant to the exemption from registration requirements under
Regulation D and/or Regulation S of the Securities Act of 1933, as amended
(the
“Securities Act”). No form of general solicitation or general advertising was
conducted in connection with the issuance. The certificates representing the
shares will contain restrictive legends preventing the sale, transfer of such
shares unless registered under the Securities Act or pursuant to an exemption
therefrom. Mr. Mordechai is an “accredited investor” as defined under Regulation
D and/or is not a “U.S. Person” as defined under Regulation S.
See
Item
1.01
(c)
Exhibits
| Exhibit
Number |
Description
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10.1
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Agreement
for the Issue and Sale of Shares in Lapis Technologies, Inc. and
the
Transfer of Shares in Star Night Technologies, Ltd., dated February
28,
2008, by and between Lapis Technologies, Inc., Harry Mund and Mordechai
Solomon
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10.2
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Agreement
for the Sale and Purchase of Entertec Systems 2001 Ltd., dated February
28, 2008, by and between Entertec Management Ltd., Harry Mund and
S.D.S.
(Star Defense Systems) Ltd.
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10.3
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Agreement,
dated February 28, 2008, by and between Lapis Technologies, Inc.
and Mund
Holdings Ltd.
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Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Lapis Technologies,
Inc.
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Dated:
March 5, 2008
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By: |
/s/
Harry Mund
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Name:
Harry Mund
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Title:
Chief Executive Officer
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