Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment #5 to Schedule 13-D 7 30K
2: EX-5 Letter to Rada Dated July 15, 1999 1 6K
3: EX-6 Share Option Agreement 11 22K
4: EX-7 Share Call Option Exit Agreement 11 22K
5: EX-8 Loan Stock Option Agreement 14 24K
6: EX-9 Loan Stock Call Option Exit Agreement 11 23K
7: EX-10 Deed of Amendment of Share Option Agreement 7 14K
8: EX-11 Deed of Amendment of Loan Stock Option Agreement 7 14K
EX-8 — Loan Stock Option Agreement
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EXHIBIT 8
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(1) RADA ELECTRONIC INDUSTRIES LIMITED
(2) HORSHAM ENTERPRISES LIMITED
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LOAN STOCK OPTION AGREEMENT
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Neil Myerson
Solicitors
The Cottages
Regent Road
Altrincham
Cheshire WA14 1RX
Tel: 0161-928-2065
Fax: 0161-941-3719
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THIS OPTION AGREEMENT is made the 11th day of October 1996
B E T W E E N:-
(1) RADA ELECTRONIC INDUSTRIES LIMITED whose registered office is situated at
12 Medinat Hayehudin Street, P O Box 2059, Herliya B, Israel, (the
"Grantor"); and
(2) HORSHAM ENTERPRISES LIMITED a Company existing and operated under the laws
of the British Virgin Islands whose registered office is at Columbus Centre
Building, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the
"Grantee").
1. Interpretation
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1.1. In this Agreement unless the context otherwise requires the following
words and expressions shall bear the meaning set opposite them:-
"Exchange Value" means the actual exchange value to be
attributed to Rada Shares when exchanging them
for Loan Stock to be determined in accordance
with Clause 3;
"the Initial Exchange means the closing value for the purchase of
Value" each Rada Share on NASDAQ on the working day
prior to the date upon which HY exercises the
Option;
"Grantees Associates" such person, company or other entity that the
Grantee
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shall nominate from time to time to subscribe
for or hold Initial Loan Stock;
"the Initial Loan means the secured Loan Stock of $4.625 million
Stock" US Dollars created by the Loan Stock
Instrument;
"JVC" means NEW REEF HOLDINGS LIMITED a company
existing and operated under the law of the
British Virgin Islands whose registered office
is at Columbus Centre Building, Wickhams Cay,
Road Town, Tortola, British Virgin Islands.
"JVC Agreement" means the agreement dated 11th October, 1996
made between the Grantor (1) Howard Ping Leung
Yeung (2) the JVC (3) and Horsham(s)(4);
"Loan Stock" means the Initial Loan Stock which is from time
to time in issue to and fully paid up by the
Grantee and/or the Grantees Associates;
"the Loan Stock means the Loan Stock Instrument constituting
Instrument" $4,625,000 US Dollars Secured Initial Loan
Stock of the JVC set out in the Schedule;
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"Option" means the right granted pursuant to Clause 2.1
to exchange the Initial Loan Stock for Option
Shares to be allotted as fully paid up by the
Grantor to the Grantee upon the Grantee and/or
Grantees Associates exercising the Option;
"Option Period" means the period of 7 years from the date of
this Agreement;
"Option Shares" means the number of Rada Shares as determined
in accordance with Clause 3.2 to be allotted as
fully paid up by the Grantor to the Grantee
and/or the Grantees Associates upon the Grantee
exercising the Option;
"NASDAQ" and "NASDAQ means the definitions ascribed to such terms in
Regulations" the JVC Agreement;
"Rada Shares" means Ordinary Shares of 0.002 NIS (New
Israeli Shekels) each of the Grantor which are
for the time being quoted on NASDAQ;
"working days" means those days of the year on which Rada
Shares are traded on NASDAQ.
1.2 References to statutory provisions shall be construed as references to any
statutory modification or
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re-enactment thereof (whether before on or after the date hereof) for the
time being in force and to any former statutory provision replaced (with or
without modification) by the provision referred to and shall include all
statutory instruments or orders from time to time made pursuant thereto.
1.3 References to persons shall include references to bodies corporate and
unincorporated associations to the singular shall include references to the
plural and vice versa and to the masculine shall include references to the
feminine and neuter and vice versa.
1.4 References to Clause are to Clauses of this Agreement.
1.5 The headings in this Agreement and the use of underlining are included for
convenience only and shall not affect the interpretation or construction of
this Agreement.
2. Option to exchange the Loan Stock into the Option Shares
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2.1 In consideration of the sum of one dollar ($1) paid by the Grantee
(receipt of which is acknowledged by the Grantor) the Grantor grants
to the Grantee the right exercisable at any time during the Option
Period to exchange the Loan Stock for Option Shares in accordance with
the terms and conditions of this Agreement.
2.2 The number of Rada Shares which shall constitute the Option Shares
shall be calculated in accordance with Clause 3.
2.3 The Option shall be exercisable only if:-
2.3.1 the Grantee exercises the Option to exchange all of the Loan
Stock; and
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2.3.2 the purchase value of each Rada Share at the close of business
on the working day prior to the date upon which the Grantee
exercises the Option, as quoted on NASDAQ is equal to or
exceeds $5 (five US Dollars).
2.4 The Option shall be exercisable at any time during the Option Period,
by notice in writing served upon the Grantor.
2.5 The parties shall be bound to complete the exchange of the Loan Stock
for the Option Shares as soon as reasonably practical but in no event
no later than one month after the date of service of the notice of
exercise (or on the next succeeding working day if completion would
otherwise fall on a non-working day).
3. Calculation of the number of Rada Shares for which the Loan Stock is to be
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exchanged
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3.1 The value to be attributed to the Loan Stock for the purpose of its
exchange for Option Shares shall for the purposes of this Agreement
and the Option be deemed to be its aggregate nominal value plus any
accrued interest and expenses outstanding in respect of the Loan Stock
(the "Stock Value").
3.2 The Exchange Value to be attributed to Rada Shares shall be determined
as follows:-
3.2.1 if the Initial Exchange Value of each Rada Share is either
equal to or between $5 and $7.70, the Exchange Value shall be
the mean average closing purchase value of each Rada Share as
quoted on NASDAQ for the last 5 working days immediately prior
to the date upon which the Grantee exercises the Option less
10% thereof;
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or
3.2.2 if the Initial Exchange Value is greater than $7.70 the
Exchange Value of each Rada Share shall be $7 US Dollars.
3.3 Applying the Exchange Value, the Loan Stock, the value of which shall
be deemed to be the Stock Value, shall be exchanged for that number of
Rada Shares the aggregate value of which represent the Stock Value.
4. Completion
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4.1 Completion of the allotment of the Option Shares to the Grantee as
consideration for the Grantee transferring the Loan Stock to the
Grantor shall take place at the offices of the JVC's Solicitors or
at such other place as the parties shall mutually agree not later than
3:00pm on the relevant date.
4.2 At Completion the Grantee shall deliver to the Grantor:
4.2.1 a letter requesting the Grantor to allot the Option Shares to
the Grantee and/or the Grantees Associates as consideration for
the Grantee and/or the Grantees Associates transferring the
Loan Stock to the Grantor;
4.2.2 The Grantee's certificate for the Loan Stock.
4.3 At Completion the Grantor shall deliver to the Grantee:
4.3.1 a share certificate for the Option Shares; and
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4.3.2 such other deeds and documents as may be necessary to allot to
the Grantee or to such persons as the Grantee including the
Grantees Associates may direct the unencumbered beneficial
ownership of the Option Shares.
4.4 The Grantor shall procure that upon the Option Shares being allotted
to the Grantee and/or the Grantees Associates that the Grantee and/or
the Grantees Associates (as applicable) is approved and registered as
the member of the Grantor holding the Option Shares.
5. Grantor's warranties
--------------------
5.1 The Grantor warrants to the Grantee that:-
5.1.1 the Grantor has and will have full power and authority to grant
the Option upon the terms and conditions of this Agreement;
5.1.2 the Grantor has obtained all necessary consents of its members,
directors and NASDAQ to enter into and complete this Agreement;
5.1.3 all information relating to the regulations by NASDAQ of share
options in respect of Rada Shares as is known to the Grantor
and which is material to be known by an allottee for value of
the Option Shares has been disclosed in writing to the Grantee
prior to the date of this Agreement and, upon the written
request of the Grantee during the Option Period, the Grantor
shall provide such further information of which the Grantor may
become aware;
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5.1.4 this Agreement complies in all respect with the NASDAQ
Regulations and that the Grantor is not aware of any proposals
by any competent authority to alter, vary or modify any NASDAQ
Regulations;
5.1.5 None of the NASDAQ Regulations will directly or indirectly
apply so as to abrogate, vary, modify or otherwise render void
or voidable any of the terms and conditions of this Agreement;
5.1.6 No rule of Israeli law or rule of law of New York State or of
the United States of America will directly or indirectly apply
so as to abrogate, vary, modify, alter or otherwise render void
or voidable any of the terms and conditions of this Agreement;
5.1.7 The Grantor is lawfully able to enter into this Agreement;
5.1.8 The Grantor will issue and be responsible for issuing all
notices, circulars, resolutions, and press releases which are
required to be issued by NASDAQ Regulations upon:-
5.1.8.1 the Grantor and Grantee entering into this Agreement;
5.1.8.2 the Grantee serving a notice on the Grantor exercising
the Option;
5.1.8.3 Completion of the Option.
5.2 Each of the Warranties contained in each sub-clause of Clause 5.1
shall be separate and independent.
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5.3 The Warranties contained in each sub-clause of Clause 5.1 shall
continue in full force and effect at and after the execution of this
Agreement.
6. Value of Rada Shares
--------------------
6.1 The Grantor will provide to the Grantee upon request written details
of the closing value for the purchase of each Rada Share for any
particular previous days' trading on NASDAQ. A statement issued by the
Grantor stating the closing value of Rada Shares for any particular
previous days trading shall (in the absence of manifest error) be
conclusive evidence as to the closing purchase value of Rada Shares.
7. Entire Agreement
----------------
This Agreement represents the entire agreement between the parties in
relation to the subject matter. No variation to this Agreement shall be
effective unless in writing and signed by or on behalf of each of the
parties hereto.
8. No Waiver
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No waiver of any breach of this Agreement, whether by conduct or otherwise,
nor any failure forbearance or delay in exercising any rights or remedies
in relation thereto shall be deemed a waiver of any such breach nor shall
it prevent any part from subsequently taking any action or
9. Announcements
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No announcement concerning the matters herein provided for or referred to
or any ancillary matter shall be made by any party hereto other than as
required by law or the NASDAQ Regulations
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without the prior approval of the other parties hereto (such approval not
to be unreasonably withheld or delayed).
10. Notices
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Any notice required to be given by any party hereto or to any other shall
be deemed validly served if delivered by hand or sent by first class
prepaid letter through the post or by facsimile to the address of the party
to be served herein given or (being a company) the registered office of
such party for the time being and any notice so served at the time of
delivery or (as the case may be) transmission and any notice so served
through the post shall be deemed to have been served forty eight hours
after the time it was posed and in proving such service it shall be
sufficient to prove that the notice was properly delivered, transmitted or
(as the case may be) addressed prepaid and posted.
11. Proper Law
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This Agreement and the documents to be entered into as provided herein
shall be governed and construed in accordance with English Law and the
parties hereto submit to the non-exclusive jurisdiction of the English
Courts.
12. Counterparts
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12.1 This Agreement may be executed in any number of counterparts, and by
the parties hereto on separate counterparts, but in the case shall
not be effective until each party has executed at least one
counterpart.
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12.2 Each counterpart shall constitute the original of this Agreement, but
all the counterparts shall together constitute one and the same
instrument.
IN WITNESS whereof the parties have hereunto set their hands the day and year
first before written.
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THE SCHEDULE
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The Loan Stock Instrument
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Signed by Hiam Nissenson )
for and on behalf of RADA ) /s/ HIAM NISSENSON
ELECTRONIC INDUSTRIES LIMITED )
in the presence of:- )
/s/ RICHARD N. TANNER
RICHARD N. TANNER
Solicitor
Clyde & Co., Hong Kong
Signed by Roy Kui Chuen Chan )
for and on behalf of HORSHAM ) /s/ ROY KUI CHUEN CHAN
ENTERPRISES LIMITED in the )
presence of:- )
/s/ RICHARD N. TANNER
RICHARD N. TANNER
Solicitor
Clyde & Co., Hong Kong
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