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OMB APPROVAL
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OMB Number:3235-0060
Expires:April 30, 2015
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hours per response 5.71
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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December 5, 2013
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AROTECH CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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0-23336
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95-4302784
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1229 Oak Valley Drive, Ann Arbor, Michigan
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48108
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(800) 281-0356
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SEC 873 (01/12)
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Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
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Item 8.01 Other Events.
On December 5, 2013, while it was permissible under the applicable securities laws for executive officers of Arotech Corporation (the “Company”) to purchase and sell securities of the Company, the following executive officers entered into binding trading plans (the “Plans”):
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Name
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Title
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Maximum number
of shares of common
stock that may be
sold under the Plan
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Time period during
which sales may occur
under the Plan
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Robert S. Ehrlich
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Chairman and CEO
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204,000 |
01/02/2014 to 12/31/2015
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Steven Esses
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President
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72,000 |
01/02/2014 to 12/31/2015
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Thomas J. Paup
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Senior Vice President – Finance and CFO
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30,000 |
01/02/2014 to 12/31/2014
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Under Rule 10b5-1 directors, officers and other employees who are not in possession of material, non-public information may adopt a pre-arranged plan or contract for the sale of company securities under specified conditions and at specified times. Rule 10b5-1 plans permit insiders to sell a specified portion of their holdings at a specified time or over a specified period of time pursuant to a plan established at a time when the insider is not in possession of material non-public information. A Rule 10b5-1 plan offers an opportunity for an insider to provide for future transactions to occur without concern about unforeseen future events that may be considered material non-public information. A Rule 10b5-1 plan may, for example, allow an insider to diversify his or her investment portfolio by selling Company shares from time to time over a pre-established period of time, without regard for future developments relating to the Company. By spreading the sales out over an extended period of time, the insider may minimize the effect of the sales on the market for the Company’s stock.
Pursuant to the Plans, certain shares of the Company’s common stock held by such individuals will be sold on a periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable Plan, which generally include minimum sale price thresholds. Each of the Plans is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Transactions made pursuant to the Plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 plans of the Company’s officers or directors, nor to report modifications or terminations of such plans.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AROTECH CORPORATION
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(Registrant)
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/s/ Robert S. Ehrlich
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| Name: Robert S. Ehrlich | |||
| Title: Chairman and CEO | |||
Dated: December 31, 2013