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


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
FORM 20-F

(Mark One)

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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, 2012

 

 

 

OR

 

 

o

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

 

 

 

OR

 

 

o

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: 001-35751
STRATASYS LTD.

(Exact name of Registrant as specified in its charter)
Not Applicable

(Translation of Registrant’s name into English)
Israel

(Jurisdiction of incorporation or Organization)

c/o Stratasys, Inc. 

7665 Commerce Way

Eden Prairie, Minnesota 55344

                                 

2 Holtzman Street, Science Park

P.O. Box 2496

Rehovot, Israel 76124

(Address of Principal Executive Offices)
Shane Glenn, Director of Investor Relations

Tel: (952) 294-3416

E-mail: shane.glenn@stratasys.com

7665 Commerce Way

Eden Prairie, Minnesota 55344

(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, nominal value

 

NASDAQ Global Select Market

NIS 0.01 per share

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)
     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:

     38,372,462 Ordinary Shares, NIS 0.01 nominal value, at December 31, 2012.
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of 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 Securities Exchange Act of 1934. 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 Securities Exchange Act of 1934 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 (§232,405 of this chapter) 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   ¨

Non-accelerated filer   x

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

US GAAP   x

International Financial Reporting Standards as issued

Other   ¨

 

by the International Accounting Standards Board   ¨

 

     If “Other” has been checked in response to the previous question, indicate by check mark which financial statement 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

EXPLANATORY NOTE
     This annual report on Form 20-F is being filed by the registrant, Stratasys Ltd., an Israeli company. We were incorporated in Israel on March 3, 1998, initially under the name Objet Geometries Ltd. and subsequently, from 2011, under the name Objet Ltd. On December 1, 2012, we completed a merger with Stratasys, Inc., a Delaware corporation, which we refer to as our merger or the merger. Pursuant to the merger, Stratasys, Inc. became our indirect, wholly-owned subsidiary and we changed our name to Stratasys Ltd., and each share of the common stock of Stratasys, Inc. issued and outstanding immediately prior to the effective time of the merger was canceled and automatically converted into the right to receive one of our ordinary shares. Also, as part of the merger, our ordinary shares were listed on the NASDAQ Global Select Market under the trading symbol “SSYS”, in place of the listing of Stratasys, Inc.’s common stock, which had also traded on The NASDAQ Global Select Market under that symbol.
     Although the merger was structured as a reverse merger of Stratasys, Inc. with and into an indirect, wholly owned subsidiary of Objet Ltd., Stratasys, Inc. was treated as the acquiring company in the merger for accounting purposes and the merger is being accounted for as a reverse acquisition under the acquisition method of accounting for business combinations. As a result, the historical financial statements of Stratasys, Inc. for periods up until the effective time of the merger on December 1, 2012 are the historical financial statements of the registrant, Stratasys Ltd. The consolidated financial statements of the registrant included in this annual report on Form 20-F include the operations of Stratasys Ltd. (formerly Objet Ltd.) only for the month of December 2012, because the merger was consummated on December 1, 2012.
     Notwithstanding the above, given the significance of the merger, we encourage you to review the separate historical financial statements of Objet Ltd. for information related to the historical results of operations and financial condition of Objet Ltd. Those separate financial statements were included in the proxy statement/prospectus in the registrant’s Registration Statement on Form F-4, initially filed by the registrant with the Securities and Exchange Commission on June 8, 2012.
     Unless otherwise indicated or the context otherwise requires, references to “Stratasys,” “our company,” “the Company,” “the combined company,” “the registrant,” “we,” “us,” and “our” refer to Stratasys Ltd. (formerly known as Objet Ltd.), and its consolidated subsidiaries. References to “Objet” generally refer to Objet Ltd. and its consolidated subsidiaries prior to the effective time of the merger on December 1, 2012, and sometimes also are used as references to our current, ongoing operations related to the historical Objet that continue following the merger. References to “Stratasys, Inc.” generally refer to Stratasys, Inc., a Delaware corporation, and its consolidated subsidiaries prior to the effective time of the merger, but sometimes (as the context requires) refer to our current, ongoing operations related to historical Stratasys, Inc. that continue following the merger. The historical financial information set forth in this annual report on Form 20-F, unless otherwise indicated or the context otherwise requires, reflects the consolidated results of operations and financial position of: (i) Stratasys, Inc. prior to the merger; and (ii) Stratasys Ltd. since the merger (on December 1, 2012).
     Other than in the separate historical financial statements of Objet Ltd. that we have referred to above (which do not appear in and are not incorporated by reference into this annual report), unless otherwise indicated herein, all numbers and prices related to ordinary shares and options of our company that predated the effectiveness of the merger have been adjusted to reflect the 1-for-8.691 reverse stock split that was effected with respect to all of Objet’s outstanding ordinary shares immediately prior to the effective time of the merger.
TABLE OF CONTENTS

 

     

 

     

Page

TABLE OF CONTENTS

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

1

USE OF TRADE NAMES

 

1

CERTAIN ADDITIONAL TERMS AND CONVENTIONS

 

2

PART I

ITEM 1.

 

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.

2

ITEM 2.

 

OFFER STATISTICS AND EXPECTED TIMETABLE.

 

2

ITEM 3.

 

KEY INFORMATION.

 

2

A.

 

Selected Financial Data

 

2

B.

 

Not applicable

 

 

C.

 

Not applicable

 

 

D.

 

Risk Factors

 

4

ITEM 4.

 

INFORMATION ON THE COMPANY.

 

22

A.

 

History and Development of the Company

 

22

B.

 

Business Overview

 

23

C.

 

Organizational Structure

 

42

D.

 

Property, Plants and Equipment

 

43

ITEM 4A.

 

UNRESOLVED STAFF COMMENTS.

 

43

ITEM 5.

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS.

 

44

A.

 

Operating Results

 

44

B.

 

Liquidity and Capital Resources

 

64

C.

 

Research and Development, Patents and Licenses, Etc.

 

66

D.

 

Trend Information

 

66

E.

 

Off-Balance Sheet Arrangements

 

66

F.

 

Tabular Disclosure of Contractual Obligations

 

66

ITEM 6.

 

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.

 

67

A.

 

Directors and Senior Management

 

67

B.

 

Compensation

 

69

C.

 

Board Practices

 

71

D.

 

Employees

 

80

E.

 

Share Ownership

 

82

ITEM 7.

 

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

86

A.

 

Major Shareholders

 

86

B.

 

Related Party Transactions

 

88

C.

 

Not applicable

 

 

ITEM 8.

 

FINANCIAL INFORMATION.

 

91

A.

 

Consolidated Statements and Other Financial Information

 

91

B.

 

Significant Changes

 

94

ITEM 9.

 

THE OFFER AND LISTING.

 

94

A.

 

Listing Details

 

94

B.

 

Not applicable

 

 

C.

 

Markets

 

95

D.

 

Not applicable

 

 

E.

 

Not applicable

 

 

F.

 

Not applicable

 

 

ITEM 10.

 

ADDITIONAL INFORMATION.

 

95

A.

 

Not applicable

 

 

B.

 

Memorandum and Articles of Association

 

95

C.

 

Material Contracts

 

101

D.

 

Exchange Controls

 

101

E.

 

Taxation

 

101

F.

 

Not applicable

 

 
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