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


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Table of Contents

 

 

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, 2014

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)

7 SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 8110101, ISRAEL

(Address of principal executive offices)

Michael Havin, Corporate Secretary

Tel: + 972-8-9423622

Fax: + 972-8-9438769

E-mail: michael.havin@orbotech.com

Postal address: P.O. Box 215, Yavne 8110101, 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 Securities Exchange Act of 1934 (the “Exchange 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 Exchange Act: NONE

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange 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, 2014, the Registrant had outstanding 41,852,928 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 (the “ Securities Act ”).    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 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 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   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 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

 

 

1 

Does not include a total of 3,342,139 Ordinary Shares that were either subject to outstanding equity awards granted pursuant to equity remuneration plans adopted or assumed by the Registrant or available for grant pursuant to such plans, of which: 2,712,468 were subject to outstanding share options (1,539,619 of which had vested); 440,555 were subject to outstanding and unvested restricted share units; and 189,116 remained available for future equity awards pursuant to such plans, all as of December 31, 2014, comprised of:

 

 

(a)

2,740,107 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)

2,694,428 were subject to outstanding options (1,521,579 of which had vested); and

 

(ii)

45,679 remained available for future equity awards pursuant to the 2000 Plan;

 

 

(b)

583,992 Ordinary Shares issuable pursuant to equity awards under the 2010 Equity-Based Incentive Plan (the “2010 Plan ”), of which:

 

(i)

440,555 were subject to outstanding and unvested restricted share units; and

 

(ii)

143,437 remained available for future equity awards pursuant to the 2010 Plan; and

 

 

(c)

18,040 Ordinary Shares issuable pursuant to options 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 (all of which had vested).

The above number of Ordinary Shares outstanding also does not include a total of 5,410,773 Ordinary Shares held at that date as treasury shares, virtually all of which were repurchased by the Registrant, of which: (a) 1,993,918 were owned by Orbotech Ltd. as dormant shares under Israeli law and, for so long as they are owned by Orbotech Ltd., confer no rights and, accordingly, are neither eligible to participate in nor receive any future dividends which may be paid to shareholders of the Registrant nor entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of shareholders of the Registrant; and (b) 3,416,855 were owned by one or more subsidiaries of Orbotech Ltd. and, for so long as they are owned by a subsidiary of Orbotech Ltd., confer no voting rights and, accordingly, are not entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of shareholders of the Registrant.

 

 

 
Table of Contents

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

  

Page

 

 

 

 

Introduction

 

 

  

 

4

  

 

 

Cautionary Statement Regarding Forward-Looking Information

  

 

5

  

 

 

Part I

  

 

6

  

 

 

 

Item 1.

 

Identity of Directors, Senior Management and Advisers

  

 

6

  

 

 

 

Item 2.

 

Offer Statistics and Expected Timetable

  

 

6

  

 

 

 

Item 3.

 

Key Information

  

 

6

  

 

 

 

Item 4.

 

Information on the Company

  

 

23

  

 

 

 

Item 4A.

 

Unresolved Staff Comments

  

 

44

  

 

 

 

Item 5.

 

Operating and Financial Review and Prospects

  

 

45

  

 

 

 

Item 6.

 

Directors, Senior Management and Employees

  

 

71

  

 

 

 

Item 7.

 

Major Shareholders and Related Party Transactions

  

 

90

  

 

 

 

Item 8.

 

Financial Information

  

 

93

  

 

 

 

Item 9.

 

The Offer and Listing

  

 

95

  

 

 

 

Item 10.

 

Additional Information

  

 

96

  

 

 

 

Item 11.

 

Quantitative and Qualitative Disclosures About Market Risk

  

 

108

  

 

 

 

Item 12.

 

Description of Securities Other than Equity Securities

  

 

110

  

 

 

Part II

  

 

111

  

 

 

 

Item 13.

 

Defaults, Dividend Arrearages and Delinquencies

  

 

111

  

 

 

 

Item 14.

 

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

  

 

111

  

 

 

 

Item 15.

 

Controls and Procedures

  

 

111

  

 

 

 

Item 16A.

 

Audit Committee Financial Expert

  

 

112

  

 

 

 

Item 16B.

 

Code of Ethics

  

 

112

  

 

 

 

Item 16C.

 

Principal Accountant Fees and Services

  

 

112

  

 

 

 

Item 16D.

 

Exemptions from the Listing Standards for Audit Committees

  

 

113

  

 

 

 

Item 16E.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

  

 

114

  

 

 

 

Item 16F.

 

Change in Registrant’s Certifying Accountant

  

 

114

  

 

 

 

Item 16G.

 

Corporate Governance

  

 

114

  

 

 

Part III

  

 

116

  

 

 

 

Item 17.

 

Financial Statements

  

 

116

  

 

 

 

Item 18.

 

Financial Statements

  

 

116

  

 

 

 

Item 19.

 

Exhibits

  

 

116

  

 

 

Signatures

  

 

119

  

 

3
Table of Contents

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 to Frontline (as defined below); and (ii) the Company, the Registrant or Orbotech are, unless the context otherwise requires, intended to be to Orbotech Ltd. and its consolidated entities which, prior to August 7, 2014, did not include SPTS Technologies Group Limited and its consolidated subsidiaries (“ SPTS ”).

Orbotech is principally engaged in the design, development, manufacture, marketing and servicing of cutting-edge solutions designed to enable the production of innovative, next generation electronic products and improve the cost effectiveness of existing and future electronics production processes. The Company’s products include: direct imaging, automated optical inspection (“ AOI ”), automated optical repair (“ AOR ”) and production systems used in the manufacture of printed circuit boards (“ PCB ”s) and other electronic components; AOI, test, repair and process monitoring systems used in the manufacture of flat panel displays (“ FPD ”s); and etch, physical vapor deposition (“ PVD ”), chemical vapor deposition (“ CVD ”) and thermal processing equipment for use in the manufacture of semiconductor devices (“ SD ”s) such as micro-electro-mechanical systems (“ MEMS ”), advanced semiconductor packaging (“ Advanced Packaging ”), power and radio frequency (“ RF ”) devices and high brightness light emitting diode (“ HBLED ”) devices.

The Company also markets computer-aided manufacturing (“CAM”) and engineering solutions for PCB production. In addition, through its subsidiary Orbotech LT Solar, LLC (“ OLTS ”), the Company is engaged in the research, development and marketing of products for the deposition of anti-reflective coating on crystalline silicon photovoltaic wafers for solar energy panels; and, through its subsidiary Orbograph Ltd. (“ Orbograph ”), in the development and marketing of character recognition solutions to banks, financial and other payment processing institutions.

The Company continues to develop technologies for use in other applications both within and outside the electronics industry and also selectively evaluates opportunities to acquire complementary technologies to further diversify its business. The Company derives a significant portion of its revenues from the service and support of its substantial installed base of products.

On July 7, 2014, the Company announced a definitive share sale agreement to acquire the entire issued share capital of SPTS Technologies Group Limited for an aggregate sum of $375.1 million (the “ SPTS Acquisition ”). The SPTS Acquisition closed on August 7, 2014 (the “ SPTS Closing Date ”), and on and after that date SPTS, which is engaged in the design, development, manufacture, marketing and servicing of etch, PVD, CVD and thermal processing equipment for use in the manufacture of MEMS, Advanced Packaging, power, RF and HBLED devices, is included in the Company’s financial results. The semiconductor device business acquired by the Company through the SPTS Acquisition, and operated as the Company’s Semiconductor Device Division, is referred to in this Annual Report as the Company’s semiconductor device (or SD) business.

This Annual Report includes industry data obtained from periodic industry publications and internal Company information, and also includes 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; however, the Company has not independently verified any such information. Unless otherwise noted, statements as to the Company’s relative competitive position are approximated based on revenues and management estimates using the above-mentioned third-party data and internal analyses and estimates.

 

4
Table of Contents

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 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, solar energy 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 2015 and beyond. Such statements are derived from beliefs and assumptions of the Company’s management based, in part, upon information available to the Company as of the date of this Annual Report. They reflect the views of the Company as of the date of this Annual Report 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 Company’s production capacity, timing and occurrence of product acceptance (the Company defines ‘bookings’ and ‘backlog’ as purchase arrangements with customers that are based on mutually agreed terms, which, in some cases for bookings and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty, fluctuations in product mix, worldwide economic conditions generally, especially in the industries in which the Company operates, the timing and strength of 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, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices as well as automobiles, the Company’s level of debt; Orbotech’s ability to effectively integrate and operate SPTS’s business, including with respect to internal control over financial reporting, the timing, terms and success of any strategic transaction, the final outcome and impact of the criminal matter and ongoing investigation in Korea, including any impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean Matter (as defined below) brought by third parties, including the Company’s customers, which may result in monetary judgments or settlements, expenses associated with the Korean Matter 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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