¨ registration statement pursuant to section 12 (b) or (g) of the securities exchange act of 1934


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 20-F

 

 

 

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

 

¨

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

OR

 

¨

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report             

Commission File Number 000-12790

 

 

ORBOTECH LTD.

(Exact name of Registrant as specified in its charter

and translation of Registrant’s name into English)

 

 

ISRAEL

(Jurisdiction of incorporation or organization)

SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 81101, ISRAEL

(Address of principal executive offices)

 

 

Michael Havin, Corporate Secretary

Tel: + 972-8-9423622

Fax: + 972-8-9438769

E-mail: mick-h@orbotech.com

Address: P.O. Box 215, Yavne 81101, Israel

(Name, Telephone, E-mail and/or Facsimile number and address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of each class

 

Name of each exchange

on which registered

ORDINARY SHARES, NIS 0.14

NOMINAL (PAR) VALUE

 

THE NASDAQ GLOBAL SELECT MARKET

Securities registered or to be registered pursuant to Section 12(g) of the Act: NONE

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE

 

 
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2009, the Registrant had outstanding 34,759,460 Ordinary SharesIndicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.    Yes  ¨    No  x

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”).    Yes   ¨     No   x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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   ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘accelerated filer and large accelerated filer’ in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  ¨            Accelerated filer  x            Non-accelerated filer  ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes   ¨     No   ¨

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  x

International Financial Reporting Standards as issued by the International Accounting Standards Board  ¨    Other  ¨

If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statements item the Registrant has elected to follow.    Item 17   ¨     Item 18   ¨     

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

 

 

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Does not include a total of 5,886,333 Ordinary Shares that were subject to equity awards granted pursuant to equity remuneration plans adopted or assumed by the Registrant, 4,790,569 of which were subject to outstanding stock options (1,826,623 of which had vested), 445,366 of which were subject to outstanding and unvested restricted stock units (“ RSU ”s) and 650,398 of which remained available for future equity awards pursuant to such plans, all as of December 31, 2009, comprised of:

 

 

(a)

4,743,585 Ordinary Shares issuable pursuant to equity awards under the Equity Remuneration Plan for Key Employees of Orbotech Ltd. and its Affiliates and Subsidiaries (as Amended and Restated, 2005) (the “ 2000 Plan ”), of which:

 

 

(i)

4,093,187 Ordinary Shares were subject to options that had been granted (of which 1,262,335 had vested); and

 

 

(ii)

650,398 Ordinary Shares remained available for future equity awards pursuant to the 2000 Plan; and

 

 

(b)

1,142,748 Ordinary Shares collectively issuable pursuant to equity awards granted by Photon Dynamics, Inc. (“PDI”), prior to its acquisition by the Registrant, under PDI’s equity remuneration plans, and which were assumed in connection with that acquisition, of which:

 

 

(i)

697,382 Ordinary Shares were subject to options (of which 564,288 had vested); and

 

 

(ii)

445,366 Ordinary Shares were subject to outstanding and unvested RSUs.

 

    

Also does not include a total of 1,986,043 Ordinary Shares held at that date as treasury shares under Israeli law, virtually all of which were repurchased by the Registrant. For so long as such treasury shares are owned by the Registrant they have no rights and, accordingly, are neither eligible to participate in or receive any future dividends which may be paid to shareholders of the Registrant nor are they entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of shareholders of the Registrant.

 

 

 
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Table of Contents

 

 

 

 

 

 

 

 

 

  

Page

Introduction

 

 

  

4

 

 

Cautionary Statement Regarding Forward-Looking Information

  

4

 

 

 

Part I

 

 

  

 

 

 

 

Item 1.

 

Identity of Directors, Senior Management and Advisors

  

6

 

 

 

Item 2.

 

Offer Statistics and Expected Timetable

  

6

 

 

 

Item 3.

 

Key Information

  

6

 

 

 

Item 4.

 

Information on the Company

  

19

 

 

 

Item 4A.

 

Unresolved Staff Comments

  

36

 

 

 

Item 5.

 

Operating and Financial Review and Prospects

  

37

 

 

 

Item 6.

 

Directors, Senior Management and Employees

  

68

 

 

 

Item 7.

 

Major Shareholders and Related Party Transactions

  

84

 

 

 

Item 8.

 

Financial Information

  

87

 

 

 

Item 9.

 

The Offer and Listing

  

89

 

 

 

Item 10.

 

Additional Information

  

90

 

 

 

Item 11.

 

Quantitative and Qualitative Disclosures About Market Risk

  

100

 

 

 

Item 12.

 

Description of Securities Other than Equity Securities

  

102

 

 

 

Part II

 

 

  

 

 

 

 

Item 13.

 

Defaults, Dividend Arrearages and Delinquencies

  

103

 

 

 

Item 14.

 

Material Modifications to the Rights of Security Holders and Use of Proceeds

  

103

 

 

 

Item 15.

 

Controls and Procedures

  

103

 

 

 

Item 16A.

 

Audit Committee Financial Expert

  

104

 

 

 

Item 16B.

 

Code of Ethics

  

104

 

 

 

Item 16C.

 

Principal Accountant Fees and Services

  

104

 

 

 

Item 16D.

 

Exemptions from the Listing Standards for Audit Committees

  

105

 

 

 

Item 16E.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

  

105

 

 

 

Item 16F.

 

Change in Registrant’s Certifying Accountant

  

105

 

 

 

Item 16G.

 

Corporate Governance

  

105

 

 

 

Part III

 

 

  

 

 

 

 

Item 17.

 

Financial Statements

  

107

 

 

 

Item 18.

 

Financial Statements

  

107

 

 

 

Item 19.

 

Exhibits

  

107

 

 

 

Signatures

 

 

  

109

 

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Introduction

This Annual Report on Form 20-F (this “Annual Report”) relates to the Ordinary Shares New Israeli Sheqels (“NIS”) 0.14 nominal (par) value each (“ Ordinary Shares ”) of Orbotech Ltd. (the “ Company ”, the “ Registrant ” or “ Orbotech ”). In this Annual Report, references to: (i) Orbotech Ltd. are intended to be to Orbotech Ltd. and not to any of its subsidiaries or joint venture; (ii) the Company, the Registrant or Orbotech are, unless the context otherwise requires, intended to be to Orbotech Ltd. and its consolidated entities, including PDI and its consolidated entities and the joint venture, Frontline P.C.B. Solutions Limited Partnership (“ Frontline ”); (iii) the “ PDI Acquisition ” are to the acquisition on October 2, 2008 (the “ PDI Closing Date ”), of PDI by a subsidiary of Orbotech Ltd. pursuant to the Agreement and Plan of Merger and Reorganization, which was executed on, and dated June 26, 2008 (the “ PDI Acquisition Agreement ”), for an aggregate purchase price of approximately $295.8 million; (iv) the “ Financing Agreement ” are to the Financing Agreement entered into and signed on July 22, 2008, between Orbotech Ltd. and Israel Discount Bank Ltd. (“ IDB ”), as amended by the Financing Agreement—First Amendment entered into and signed on February 22, 2009, between Orbotech Ltd. and IDB (the “ Financing Agreement First Amendment ”), both of which were subsequently replaced and superseded by the Amended Financing Agreement, entered into and signed on December 21, 2009, between Orbotech Ltd. and IDB (the “ Amended Financing Agreement ”); and (v) the “ Loan Agreements ” are intended to be to the Financing Agreement, as amended by the Financing Agreement First Amendment, both as replaced and superseded by the Amended Financing Agreement. See Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources for a description of the material terms of the Loan Agreements.

This Annual Report includes industry data obtained from periodic industry publications and internal Company information, and incorporates certain statements as to competitive position that are based primarily on the Company’s knowledge of the industry and industry data. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable. Unless otherwise noted, statements as to the Company’s relative competitive position are approximated based on revenues and management estimates using the above-mentioned latest-available third-party data and internal analyses and estimates.

The financial results of PDI and its consolidated entities have been included in Orbotech’s financial results since the PDI Closing Date. Non-financial information presented herein, such as number of employees, patents and properties utilized by the Company in its operations, includes PDI and its consolidated entities for such information presented as of or for periods after the PDI Closing Date, but not before, and does not include information as to Frontline.

Orbotech is principally engaged in the design, development, manufacture, marketing and service of yield-enhancing and production solutions for specialized applications in the supply chain of the electronics industry. The Company’s products include automated optical inspection (“ AOI ”), production and process control systems for printed circuit boards (“ PCB ”s) and AOI, test and repair systems for flat panel displays (“ FPD ”s). The Company also markets computer-aided manufacturing (“ CAM ”) and engineering solutions for PCB production. In addition, through Orbograph Ltd. (“ Orbograph ”), the Company develops and markets character recognition solutions to banks and other financial institutions, and has developed a proprietary technology for web-based, location-independent data entry for use, among other things, in check and forms processing; and, through Orbotech Medical Denmark A/S (“ OMD ”) and Orbotech Medical Solutions Ltd. (“ OMS ”), is engaged in the research and development, manufacture and sale of specialized products for application in medical nuclear imaging. The Company is continuing to develop technologies for use in other applications both within and outside the electronics industry. The Company derives a significant portion of its revenues from the service and support of its products.

Cautionary Statement Regarding Forward-Looking Information

This Annual Report contains certain forward-looking statements and information with respect to, among other things, the business, the industries in which the Company operates, the financial condition, results of

 

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operations, plans, objectives and competitive position of the Company, which statements can often be identified by the use of forward-looking terminology such as ‘believes’, ‘expects’, ‘may’, ‘will’, ‘should’ or ‘anticipates’, the negatives thereof or other variations thereon or comparable terminology, or as part of discussions of strategy and trends. Such statements include, but are not limited to, certain statements appearing in Item 3—Key Information—Risk Factors; Item 4—Information on the Company; and Item 5—Operating and Financial Review and Prospects regarding trends in the electronics, recognition software, medical imaging and other industries relevant to the Company, revenues, net income, industry size, competitive position, market demands, volumes, prices, margins, research and development, capital expenditures, patents, the effect of technological developments, strategy and management objectives, opinions and outlook for 2010 and beyond. Such statements are derived from beliefs and assumptions of the Company’s management based, in part, upon information currently available to the Company. They reflect the present views of the Company with respect to market conditions and future events and are inherently subject to various risks, uncertainties and other factors that may affect the ability of the Company to implement its business strategy and/or may cause actual results to differ materially from those contemplated by the statements expressed herein. These risks, uncertainties and factors include, but are not limited to, cyclicality in the industries in which the Company operates, the ability of the Company to meet its liquidity needs, a sustained continuation or deterioration of the worldwide economic slowdown, the timing and strength of new product and service offerings by the Company and its competitors, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis and the other matters discussed under Item 3—Key Information—Risk Factors.

Many of the above factors are beyond the control of the Company and almost all of them are difficult or impossible to predict with accuracy. Therefore, the Company cautions each reader of this Annual Report to consider carefully these, as well as any other specific factors discussed with each forward-looking statement in this Annual Report and as may be disclosed in the Company’s future filings with the United States Securities and Exchange Commission (the “ SEC ”). For more information regarding the above factors and other risks, see Item 3—Key Information—Risk Factors.

To the extent that this Annual Report contains forward-looking statements (as distinct from historical information) the Company desires to take advantage of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and is therefore including this statement for the express purpose of availing itself of the protections of the safe harbor with respect to all forward-looking statements. Furthermore, the Company does not assume any obligation to update any forward looking statements contained herein as a result of future events or otherwise, except as required by law.

 

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