Medis Technologies Ltd – ‘SC TO-C’ on 8/11/03 re: Medis Technologies Ltd

On:  Monday, 8/11/03, at 3:53pm ET   ·   Accession #:  1013816-3-185   ·   File #:  5-62051

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Tender-Offer Statement — Preliminary Communication   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Schedule to                                            5     17K 

SC TO-C
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 SCHEDULE TO

 Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 Medis Technologies Ltd.
(Name of Subject Company (issuer) and Filing Person (offeror))

Warrants to Purchase Common Stock, Par Value $0.01 per share
(Title of Class of Securities)

 58500P 10 7
(CUSIP Number of Class of Underlying Securities)

Robert K. Lifton
Chairman and Chief Executive Officer
 Medis Technologies Ltd.
805 Third Avenue
New York, New York 10022
(212) 935-8484
 (Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons) 

Copies to:

Ira I. Roxland, Esq.
Stephen E. Fox, Esq.
 Sonnenschein Nath & Rosenthal LLP
 1221 Avenue of the Americas
New York, New York 10020
(212) 768-6700

 Calculation of Filing Fee

-------------------------------------   ----------------------------------------
Transaction valuation                         Amount of filing fee      
-------------------------------------    ---------------------------------------
Not Applicable*                              Not Applicable*      
-------------------------------------    ---------------------------------------
----------                                                                      
*    A filing fee is not required in  connection  with this filing as it relates
     solely to  preliminary  communications  made before the  commencement  of a
tender offer.                                                         

[ ]  Check  the  box if any  part  of the  fee is  offset  as  provided  by Rule
     0-11(a)(2)  and  identify  the  filing  with which the  offsetting  fee was
     previously  paid.  Identify the previous filing by  registration  statement
number, or the Form or Schedule and the date of its filing.           

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Amount Previously Paid: Not applicable.                                         

Form or Registration No.: Not applicable.                                       

Filing Party: Not applicable.                                                   

Date Filed: Not applicable.                                                     

|X|  Check the box if the filing relates  solely to  preliminary  communications
made before the commencement of a tender offer.                       

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:                                                              

[ ]  third-party tender offer subject to Rule 14d-1.                            

|X|  issuer tender offer subject to Rule 13e-4.                                 

[ ]  going-private transaction subject to Rule 13e-3.                           

[ ]  amendment to Schedule 13D under Rule 13d-2.                                

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]                                                        

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We advise you to read the tender offer  statement  when it becomes  available in
August 2003 because it contains  important  information about the offer. You can
get the tender offer  statement  and all other filed  documents  relating to the
offer for free at the Securities and Exchange Commission website at www.sec.gov.
You can also get the tender offer statement and such other filed documents, when
available,  for  free  from  Medis  Technologies  Ltd.  by  calling  us at (212)
935-8484.                                                                       

 Subject to Completion, dated August 8, 2003
Preliminary Prospectus

 MEDIS TECHNOLOGIES LTD.

 Warrants to Purchase 420,479 Shares of Common Stock
420,479 Shares of Common Stock
 -----------------------

     We are  offering  to the  holders  of  outstanding  common  stock  purchase
warrants issued in September 2002 pursuant to our shareholder  loyalty  program,
which we refer to in this prospectus as loyalty program warrants,  an inducement
to exercise such warrants. If the loyalty program warrants are exercised between
[     ],  2003 and [     ],  2003, the holders of such  exercised  warrants will
receive,  at no additional cost, an additional  warrant to purchase one share of
common  stock  for  every  two  loyalty  program  warrants  exercised.  In  this
prospectus,  we refer to our offer to the holders of loyalty program warrants as
the offer and we refer to the  additional  warrants  issued upon exercise of the
loyalty program warrants pursuant to the offer as the additional warrants.      

     This prospectus relates to the additional warrants and to the shares of our
common  stock  underlying  the  additional  warrants.  The  offer is being  made
pursuant to a Tender Offer  Statement on Schedule TO that we intend to file with
the Securities and Exchange Commission under the Securities Exchange Act of 1934
and the related  tender  offer  materials.  We urge the  holders of  outstanding
loyalty  program  warrants to read the Schedule TO and the related  tender offer
materials  because they contain  important  information  about the offer.  These
documents may be obtained free of charge from us and are also  available free of
charge   from   the   Securities   and   Exchange    Commission's   website   at
http://www.sec.gov.                                                             

     Each  additional  warrant  entitles the holder to purchase one share of our
common stock at an exercise  price of $[     ]  [the closing price of our common
stock on August 11,  2003],  for a term of one year from its issuance  date.  We
will receive  aggregate  proceeds of $[     ] if all of the additional  warrants
are exercised.                                                                  

     There is no public  market for any of our  warrants.  Our  common  stock is
currently traded on The Nasdaq National Market under the symbol "MDTL."         

     The acquisition  and ownership of our securities,  including the additional
warrants and our common stock,  involves  substantial  risk. You should refer to
the discussion of risk factors, beginning on page 5 of this prospectus.         

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.                                                               

 -----------------------

 The date of this prospectus is             , 2003

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The Offering

Securities offered............      Warrants to purchase an aggregate of 420,479
                                   shares of our common stock, par value $0.01
  per share.

                           420,479 shares of our common stock.

Common stock to be outstanding                                                  
after this offering...........      24,830,881 (1)(2)                           
----------                                                                      
(1)  Includes the 420,479  shares of our common stock  underlying the additional
     warrants and 840,959  shares of our common  stock which are  issuable  upon
     exercise of  outstanding  loyalty  program  warrants,  but excludes  shares
     underlying  other of our  outstanding  warrants and options under our stock
option plan.                                                          
(2)  Based upon our issued and outstanding shares of common stock as of the date
of this prospectus.                                                   

     We are offering to the holders of outstanding  loyalty program  warrants an
inducement  to exercise  such  warrants.  If the loyalty  program  warrants  are
exercised between [     ], 2003 and [     ], 2003, the holders of such exercised
warrants will receive,  at no additional cost, an additional warrant to purchase
one share of our common stock for every two loyalty program warrants exercised. 

     This prospectus relates to the additional warrants and to the shares of our
common  stock  underlying  the  additional  warrants.  The  offer is being  made
pursuant  to a Tender  Offer  Statement  on  Schedule  TO that we intend to file
promptly  after the date of this  prospectus  with the  Securities  and Exchange
Commission  under the  Securities  Exchange Act of 1934,  and the related tender
offer  materials  which will be distributed  to holders of  outstanding  loyalty
program warrants along with this prospectus.                                    

     The holder of each additional  warrant is entitled to purchase one share of
our common stock at an exercise price of $[___][the  closing price of our common
stock on August 11,  2003],  for a term of one year from its issuance  date.  We
expect to issue the  additional  warrants as promptly as practicable to eligible
holders of loyalty program warrants after the expiration of the offer.          

 USE OF PROCEEDS

     If all outstanding  loyalty program warrants are exercised  pursuant to the
offer at the  current  exercise  price  of  $4.43  per  share,  we will  receive
aggregate proceeds,  before expenses, of approximately $3,725,449. If all of the
additional warrants are issued pursuant to the offer and are exercised,  we will
receive aggregate proceeds of $[   ].                                           

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     Proceeds  received  from the  exercise  of  loyalty  program  warrants  and
additional  warrants  will  be  used  for  working  capital,  including  for the
continued development of our fuel cell products and our other technologies.     

 DESCRIPTION OF SECURITIES

     Each  additional  warrant  entitles the  registered  holder to purchase one
share of our common stock at a price of $[     ][the closing price of our common
stock on August 11, 2003], subject to adjustment as discussed below, at any time
commencing on the date the  additional  warrants are issued,  and ending at 5:00
p.m., New York City time, on the first  anniversary of such issue date, at which
time the additional warrants will expire.                                       

     The additional  warrants will be issued in registered  form. We will act as
our  own  warrant  agent  for  registration  and  permissible  transfers  of the
additional warrants. The additional warrants will be non-transferable  except by
will or the laws of descent.                                                    

     There is no established  trading market for the  additional  warrants.  The
exercise price of the additional warrants is based upon the closing price of our
common stock as reported by The Nasdaq National Market,  on August 11, 2003. The
exercise  price and number of shares of common stock issuable on exercise of the
additional  warrants may be adjusted in certain  circumstances  including in the
event of a stock dividend,  or our recapitalization,  reorganization,  merger or
consolidation.  However,  the  additional  warrants  will  not be  adjusted  for
issuance of common stock at a price below their exercise price.                 

     We have the right, in our sole discretion, to extend the expiration date of
the  additional  warrants on five  business  days' prior  written  notice to the
holders of the additional warrants.                                             

     The  additional  warrants may be exercised  upon surrender of the agreement
representing  the additional  warrants on or prior to the expiration date at our
U.S.  offices,  with the exercise form attached to such agreement  completed and
executed as indicated,  accompanied by full payment of the exercise  price,  for
the  number of  additional  warrants  being  exercised.  Holders  of  additional
warrants do not have the rights or privileges of holders of common stock.       

     No  fractional  shares  will be  issued  upon  exercise  of the  additional
warrants.  We will  instead  round the  number of shares  upon  exercise  of the
additional  warrants upward or downward,  as  appropriate,  to the nearest whole
number. We refer you to the form of warrant  agreement,  which has been filed as
an exhibit to the Registration Statement of which this prospectus is a part, for
a complete description of the terms and conditions of the additional warrants.  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-C’ Filing		Date		First		Last			Other Filings
Filed on:		8/11/03		3		5
		8/8/03		3					S-3
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