Item 6: Directors, Senior Management and Employees
A. Directors and Senior Management
The following persons are the executive officers and directors of
Robomatix, Franz Kalff and Telecom Israel:
Name Age Position
--------------- --- ----------------------------------------------------
Zvika Barinboim 34 Chairman of the Board of Directors
Yitzhak Oz 38 Director
Ariel Levi 36 Director
Ruth Breger 57 External Director
Nir Reshef 39 External Director
Amit Goldwasser 38 Chief Executive Officer
Ram Keren 42 Managing Director of Franz Kalff
Moshe Avraham 50 Chairman of the Board of Directors of Telecom Israel
Yaacov Bantay 58 Chief Executive Officer of Telecom Israel
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Zvika Barinboim has served as chairman of our board of directors since
December 30, 1999. A real estate entrepreneur and a manager of investment
companies, Mr. Barinboim serves as a director of World Group Holdings Ltd.,
Polgat Ltd. and Bagir Ltd., all publicly traded companies in which Silverboim
Holdings holds substantial interests, and also serves as a director of other
private companies.
Yitzhak Oz has served as a director since December 30, 1999. Since its
incorporation in March 1998, Mr. Oz has owned the issued shares of Oz Insurance
Agency Ltd. and currently serves as a director of Oz - Life Insurance Agency
Ltd., Gevim General Insurance Ltd. and as the CEO of Agam Leaderim Insurance
Agency (2001) Ltd. Mr. Oz served as a director of Bari-trust Investments Ltd.
and has a Bachelor's degree in Economics and a Master's degree in Business
Administration.
Ariel Levi has served as a director since December 30, 1999. Between
October 1999 and December 2004, Mr. Levi was the administrative manger of
Silverboim Holdings, our principal shareholder, and has served as a director of
both World Group Holdings Ltd. and Silverboim Holdings Ltd. since March 2003. As
of January 2005, Mr. Levi is a vice president and the secretary of Worldgroup
Holdings.
Ruth Breger has served as an outside director since September 12, 2000. Ms.
Breger is an accountant with more than twenty years of experience in corporate
financing and investments. Ms. Breger also serves as an external director of
Emblaze Systems Ltd. She has been a board member of technology-based Israeli
companies and the former deputy to the General Manager of an investment company
of Industrial Development Bank, Israel.
Nir Reshef has served as an outside director since December 20, 2000. Mr.
Reshef is a lawyer who in November 2000 founded his own private practice,
specializing in the fields of taxes, securities and criminal law. Prior to
working in his private practice, Mr. Reshef served for four years as a
prosecutor in the Tel-Aviv District Attorney's office. In addition, Mr. Reshef
worked as auctioneer in the Tel-Aviv Stock Exchange. Mr. Reshef has a Bachelor's
degree in Economics and a Bachelor of Law degree from Tel-Aviv University.
Amit Goldwasser has served as Chief Exective Officer of Robomatix since
June 2002. Mr. Goldwasser has nearly 10 years of experience in investment
management, financial markets and corporate management. Mr. Goldwasser is a
certified public accountant and has a Bachelor's degrees in Economics and
Accounting
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Ram Keren has served as the managing director of Franz Kalff since January
2005. Between 1990 and 1994, Mr. Keren led the engineering department at the
Dead Sea Factories Ltd., and between 1994 and 1996, Mr. Keren served as the
technical manager of the Berom Dead Sea Company Ltd. Mr. Keren then served for 5
years as VP of operations at the Magnesium Company and served as the CEO of
Ortal Die Casting Ltd. prior to joining Franz Kalff. Mr. Keren holds a
Bachelor's degree in Mechanical Engineering and a Master's degree in Business
Administration, both from Ben-Gurion University and serves as the commander of
an armored corps. battalion in the IDF reserves.
Moshe Avraham has served as the chairman of the board of directors of
Telecom Israel since December 2004. Mr. Avraham was a business consultant and
then served as the manager of the Israeli market of Telrad Communications
Industries. Following this, Mr. Avraham served as the deputy CEO of Rav Bariach
Investments Ltd. and then as the manager of the vehicle and electronics division
of Rav Bariach Ltd. Mr. Avraham also serves as chairman of the board of
directors of Satcom Ltd. Mr. Avraham holds a Bachelor's degree in Industrial
Engineering and Management and a Master's degree in Business Administration.
Ya'acov Bantay has served as the Chief Executive Officer of Telecom Israel
since October, 2004. Between October, 2001 and October, 2004 Mr. Bantay served
as the chief operations officer and deputy chief executive officer of Telecom
Israel.
There are no family relations between any of the persons named above.
Zvika Barinboim, Yitzhak Oz and Ariel Levi were appointed by the previous
members of our board of directors on December 31, 1999, pursuant to the
agreement with the former controlling shareholders of Robomatix and in
accordance with the provisions of our articles of association allowing for an
appointment by members of the Board in order to fill vacancies. The appointing
directors resigned from the Board immediately after the appointment of Zvika
Barinboim, Yizhak Oz and Ariel Levi. These directors were later elected by our
shareholders at the general meeting of our shareholders that was held on
September 12, 2000, and all directors were reelected at the general meeting of
our shareholders held on May 24, 2004.
Mr. Amit Goldwasser, our Chief Executive Officer, has expressed his
intention to resign from his position in Robomatix upon the earlier of September
1, 2004 and the consummation of a sale of our shares under the present tender
offer issued by Worldgroup Holdings Ltd. For more information about the tender
offer, see "Item 7: Major Shareholders and Related Party Transactions.".
B. Compensation
The aggregate direct compensation paid to, or accrued for, the account of
all of the officers and directors of Robomatix as a group during the 2004 fiscal
year was approximately $20,314. This amount includes directors' fees, officers'
compensation, bonuses, directors and officers insurance and expenses for which
directors and officers were reimbursed. In addition, approximately $180,000 was
paid to, or accrued for, the account of Silverboim Holdings pursuant to our
consultation and management agreement with Silverboim Holdings. This amount
includes management fees, administrative costs and travel expenses for which
Silverboim Holdings was reimbursed. For more information, see "Item 4:
Information on the Company - History and Development - Changes of Ownership and
Capital Structure". We also issued options to purchase an aggregate of 360,000
of our ordinary shares to all of our officers and directors as a group during
the 2004 fiscal year. For more information on options issued to our officers and
directors, see "Item 6: Directors, Senior Management and Employees - Share
Ownership".
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The aggregate direct compensation paid to or accrued for the account of all
officers as a group of Franz Kalff during the 2004 fiscal year was approximately
$990,000. In addition, Mr. Schuftan, the former Managing Director of Franz Kalff
until January 2005, is also entitled to receive from Franz Kalff a percentage of
revenues generated by Franz Kalff, in accordance with different revenue
thresholds. Additionally, the current Managing Director of Franz Kalff from
January 2005, is also entitled to receive from Franz Kalff a percentage of
revenues generated by Franz Kalff, in accordance with different revenue
thresholds.
The aggregate direct compensation paid to or accrued for the account of all
officers as a group of Telecom Israel during the last quarter of 2004 was
approximately $271,000. We also issued options to purchase an aggregate of
4,035,577 of our ordinary shares to the officers and directors of Telecom Israel
as a group during the 2004 fiscal year. For more information on options issued
to our officers and directors, see "Item 6: Directors, Senior Management and
Employees - Share Ownership".
C. Board Practices
Our articles of association provide that the board of directors shall
consist of not less than four and not more that nine members. Each director,
other than as outside director, is elected to serve until the next annual
general meeting of shareholders and until his or her successor has been elected.
Officers serve at the discretion of the board of directors. The Israeli
Companies Law-1999 which entered into effect on February 1, 2000 and was amended
most recently in March 2005, requires the board of directors of a public company
to determine the number of directors who shall possess accounting and financial
expertise. This requirement is subject to promulgation of regulations by the
Israeli Minister of Justice. Such regulations have not yet been published. The
Articles of Association of the Company provide that any director may, by written
notice to the Company, appoint another person to serve as a substitute director
and may cancel such appointment. Under the Israeli Companies Law-1999, a person
who is already serving as a director will not be permitted to act as a
substitute director. Additionally, the Israeli Companies Law-1999 also prohibits
a person from serving as a substitute director for more than one director.
Appointment of a substitute director for a member of a board committee is only
permitted if the substitute is a member of the board of directors and does not
regularly serve as a member of such committee. If the committee member being
substituted is an outside director, the substitute may only be another outside
director who possesses accounting and financial expertise. An outside director
may only be substituted in his or her capacity as a member of a board committee.
The members of the board of directors are elected at the annual meeting of our
shareholders by regular majority. None of our directors or officers have service
contracts with us that provide for special benefits upon termination of
employment. The consultation and management agreement and services agreement
between Robomatix and Silverboim Holdings are each for a term of five years
commencing on January 1, 2000. These agreements do not provide for their
termination. For more information, see "Item 4: Information on the Company -
History and Development - Changes of Ownership and Capital Structure".
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Pursuant to Israeli law we are required to appoint no less than two outside
directors. These directors must be unaffiliated with us and our principals. Any
committee of the Board of Directors which is authorized to exercise any function
of the board must include at least one outside director. A person shall be
qualified to serve as an outside director only if he or she possesses accounting
and financial expertise or professional qualifications. At least one outside
director must posses accounting and financial expertise. The conditions and
criteria for possessing accounting and financial expertise or professional
qualifications are to be determined in regulations promulgated by the Israeli
Minister of Justice in consultation with the Israeli Securities Authority. These
regulations have not yet been published.
Outside directors are to be elected by a majority vote at a shareholders'
meeting, provided that such majority includes at least one-third of the shares
held by non-controlling shareholders voted at the meeting; or the total number
of shares held by non-controlling shareholders voted against the election of the
director does not exceed one percent of the aggregate voting rights in the
Company.
The initial term of an outside director is three years and may be extended
for an additional three-year term. Outside directors may be removed only by the
same percentage of shareholders as is required for their election, or by a
court, and then only if the outside directors cease to meet the statutory
qualifications for their appointment or if they violate their duty of loyalty to
the Company.
An outside director is entitled to compensation as provided in regulations
adopted under the Israeli Companies Law - 1999 and is otherwise prohibited from
receiving any other compensation, directly or indirectly, in connection with
service provided as an outside director.
The Israeli Companies Law requires public companies to appoint an audit
committee. The responsibilities of the audit committee include identifying
irregularities in the management of the Company's business and approving related
party transactions as required by law. An audit committee must consist of at
least three directors, including the outside directors of the Company. The
chairman of the board of directors, any director employed by or otherwise
providing services to the Company, and a controlling shareholder or any relative
of a controlling shareholder, may not be a member of the audit committee.
Under the Israeli Companies Law, the board of directors must appoint an
internal auditor, recommended by the audit committee. The role of the internal
auditor is to examine, among other matters, whether the Company's actions comply
with the law and orderly business procedure. Under the Companies Law, the
internal auditor may be an employee of the Company but not an office holder, or
an affiliate, or a relative of an office holder or affiliate, and he may not be
the Company's independent accountant or its representative.
The terms of both Ms. Breger and Mr. Reshef will expire in December 2006.
Both Ms. Breger and Mr. Reshef serve on our Audit Committee.
Franz Kalff. The board of directors of Franz Kalff consists of Ram Keren
the managing director, Zvika Barinboim, chairman of the board of directors of
Robomatix and Amit Goldwasser, Robomatix's chief executive officer. The officers
of Franz Kalff do not have service agreements with Franz Kalff that provide for
benefits upon termination of employment.
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Telecom Israel.
The board of directors of Telecom Israel consists of Moshe Avraham, who is
chairman of the board of directors, Ehud Cnaani, Michal Even Chen, Yochanan
Korman, Marc Zalcman, Yariv Porat, and Amit Ben Yehuda. The officers of Telecom
Israel do not have service agreements with Telecom Israel that provide for
benefits upon termination of employment
D. Employees
In each of the fiscal years ended December 31, 2002, 2003 and 2004, we had
two employees. These employees are located in Israel and engage in management
and internal accounting.
Franz Kalff. The following table sets forth for the last three fiscal years
the number of Franz Kalff's employees engaged in the specified activities:
Year Ended December 31, 2004 2003 2002
Administration and accounting 6 6 6
Product development and quality control 3 3 3
Customer service, marketing and back-office sales 6 5 5
Purchase 1 1 1
Warehouse and disposition of material 4 3 3
Total 20 18 18
Since the end of fiscal year 2004, there has not been a significant change
in that number. There are three managers other than Mr. Ram Keren, who is the
Managing Director, at Franz Kalff: Mr. Gunther Sief, Administration Manager, Mr.
Christof Gehlen, Quality Systems Manager and Mr. Erich Golles, Key Account
Manager. In addition, pursuant to the requirements of the German law with
respect to pharmaceuticals sales, Mr. Franz Kalff, the founder and a former
owner of Franz Kalff, serves as an outside advisor.
Franz Kalff is a member of the Employers Federation (Arbeitgeberverband)
VIV-Duren, an association of approximately sixty local companies, which provides
information on various issues of interest to its members. Franz Kalff is also a
member of the North-Rhine-Westphalian Textile Industry Association. This
membership requires that the wages paid by Franz Kalff to its employees comply
with the wages fixed by the association.
Pursuant to German law, every four years, the employees of Franz Kalff
appoint members to a work council within Franz Kalff. The work council ensures
the implementation of employees' rights under the German law and they represent
the employees' interests before the management of Franz Kalff. Management also
informs them before it hires or releases employees.
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Telecom Israel. The following table sets forth for the last fiscal year the
number of Telecom Israel's employees engaged in the specified activities, since
its acquisition of Tadiran Telecom:
Year Ended December 31, 2004
Administration and accounting 12
Management 5
Customer service 90
Marketing 21
Total 128
E. Share Ownership
The following table sets forth, as of June 15, 2005, the share ownership of
our and our subsidiaries' directors and executives, known to us to beneficially
own more than one percent of our ordinary shares. All of the information with
respect to beneficial ownership by our directors and executive officers has been
furnished by the respective director or executive officer, as the case may be.
Except as otherwise stated, we believe that the persons named in this table have
sole voting and investment power with respect to the ordinary shares indicated:
Number of Number of
Ordinary Options
Shares Exercisable Percentage of
Beneficially within Total
Name of Director/Officer Owned (1) 60 days Shares (2)
-------------------------------------------- ----------------- --------------- -----------------
Zvika Barinboim(3) 8,335,350 60,000 61.29 %
Amit Goldwasser 240,000 240,000 1.73 %
Moshe Avraham 333,333 333,333 2.39 %
Yaacov Bantay 448,868 448,868 3.20 %
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(1) The number of ordinary shares beneficially owned in this column includes options
to purchase our ordinary shares that are exercisable within 60 days.
(2) Percentages in this column are based on the proportion of the number of ordinary
shares beneficially owned by the indicated person out of the 13,599,626 ordinary
shares outstanding as of June 15, 2005, plus the number of underlying shares as
the indicated person has the right to receive upon the exercise of
options/warrants which are exercisable within 60 days of June 15, 2005.
In addition, as of June 15, 2005, other directors and executives of Robomatix and
our subsidiaries were known to us to beneficially own less than one percent of
our ordinary shares, including our directors Ariel Levi and Yitzchak Oz, our
external directors Nir Reshef and Ruth Berger, as well as officers of Telecom
Israel, Michal Even Chaim, Amit Ben Yehuda, Yochanan Korman, Udi Cnaani, Yariv
Porat, David Doron and Yitzchak Kanti.
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(2) Includes 87,200 shares held directly by Zvika Barinboim and 8,188,150
shares held by Silverboim Holdings. The options to purchase 60,000 of
our ordinary shares are held by Zvika Barinboim at an exercise price of
$0.70 per ordinary share. Silverboim Holdings is a privately held
company whose outstanding shares are held by Zvika Barinboim (20.68%),
Barhoz Holdings Ltd. (22.38%), Zvi Bar-Nes Nisensohn and a company under
his control (17.02%), Gilex Holding B.V (19.27%), Shrem, Fudim, Kelner &
Co. Ltd. (9.57%) and Hapoalim Assets (Shares) Ltd. (11.08%). Zvika
Barinboim holds, primarily through a wholly-owned company, 51% of the
voting rights and 26.92% of the capital stock of Barhoz Holdings Ltd. On
March 11, 2002, Poalim Nehasim Ltd. granted Zvika Barinboim an
irrevocable power of attorney for a period of three years under which
Zvika Barinboim will be entitled to exercise all of the voting rights of
Poalim Nehasim in Silverboim Holdings for the election of directors.As a
result, Zvika Barinboim holds, directly and indirectly, approximately
43.18% of the voting rights of Silverboim Holdings. Certain shareholders
of Silverboim Holdings hold options to purchase ordinary shares of
Silverboim Holdings and the numbers presented above do not represent
percentages of holdings on a fully diluted basis.
Yitzhak Oz holds, through a company under his control, approximately 15%
of the voting rights and 15% of the capital stock of Barhoz Holdings
Ltd., which holds 22.38% of the share capital of Silverboim Holdings.
As of June 15, 2005, neither our or our subsidiaries' directors nor our or
our subsidiaries' chief executive officer have exercised any options.
The new employees and directors option plan was adopted by our board of
directors and audit committee on May 21, 2001 and approved by our shareholders
on July 12, 2001. The plan authorizes the issuance of options to purchase a
total of 1,500,000 ordinary shares to our employees, directors and service
providers. The term of this option plan is for ten years from the date of
adoption. As of the date of this report, options to purchase 910,000 ordinary
shares have been allocated under the 2001 employee and directors option plan.
Other Employees Options Plans. On August 8, 1999, our shareholders approved
the adoption of an employee option plan authorizing the allocation of options to
purchase a total of 750,000 ordinary shares at a minimum exercise price of NIS
1.46 per share to our future employees and consultants. Although our board of
directors did not adopt a formal employee option plan pursuant to that
shareholders resolution, it has granted options in accordance with it. As of the
date of this report, the board of directors has granted options to purchase
220,000 ordinary shares in accordance with the shareholders resolution, of which
options to purchase 20,000 have been exercised.
In 2004, our audit committee, board of directors, and shareholders (as
applicable) approved the grant of 240,000 options to Amit Goldwasser, 60,000
options to Yitzhak Oz and 60,000 options to Ariel Levi at an exercise price of
$0.40. On June 27, 2004, our Board of Directors approved the new option plan
which will govern these new options, and we subsequently filed the plan with the
Israeli Income Tax Authority.
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In connection with our acquisition of Tadiran Telecom we issued the
employees of Tadiran Telecom Ltd., whose employment continued in Telecom Israel,
with options to purchase an aggregate of 4,035,577 of our ordinary shares, at an
exercise price of $0.77 per share, which as of June 15, 2005, constituted 19.87%
of our fully diluted share capital. These options vest in equal amounts every
year over a period of four years beginning in 2004, on December 30 of every
year. The exercise period of the options is five years from the date of grant.
The vesting periods shall be accelerated in the event of change of control in
the Company.
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