| Israel | Not Applicable |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Industrial Park, Building 7 P.O. Box 144, Yokneam, Israel | 20692 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Title of securities to be registered | Amount to be registered(1)(2) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of Registration fee |
| Ordinary Shares, par value NIS 1.00 per share | 1000000 | 4.49 (3) | 4490000 | 569 |
| (1) Pursuant to Rule 429 of the Securities Act, the prospectus delivered to participants under the registrant's 1998 Share Option Plan and 2000 Share Option Plan also relates to an aggregate of 2,306,000 shares previously registered on Form S-8 Registration Number 333-54632, and 1,000,000 shares previously registered on Form S-8 Registration Number 333-100804. | ||||
| (2) This registration statement shall also cover such additional indeterminable number of shares as may may be required pursuant to the MIND C.T.I. Ltd. 1998 Share Option Plan and the MIND C.T.I. Ltd. 2000 Share Option Plan in the event of a stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's Ordinary Shares. | ||||
| (3) The proposed maximum offering price per share was estimated pursuant to Rule 457(h) under the Securities Act whereby the price per share was determined by reference to the average between the high and low price reported in the Nasdaq National Market on June 29, 2004, which average was $ 4.49. | ||||
PART II
All documents subsequently filed by Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this prospectus and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, and all Reports of Foreign Private Issuer on Form 6-K submitted by the Company to the Commission during such period, or portions thereof, that are identified in such forms as being incorporated into this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Israeli Companies Law, 5759-1999 (the "Companies Law") permits a company's articles of association to authorize the company to (i) prospectively exculpate an officer or director from liability for damage resulting from such officer's or director's breach of duty of care to the company, (ii) enter into a contract to insure an officer or director for the breach of his duty of care or to the extent that he acted in good faith and had a reasonable basis to believe that one act would not prejudice the company, duty of loyalty or for monetary liabilities charged against him as a result of an act or omission he committed in connection with his serving as an officer or director and (iii) indemnify an officer or director in connection with his service in that capacity for monetary liability incurred as a result of an action brought against him by a third party, as well as for reasonable expenses incurred in a civil action brought against him by or on behalf of the company or by other third parties or, in certain circumstances, in a criminal action.
These provisions are specifically limited in their scope by the Companies Law, which provides that a company may not indemnify an officer or director nor enter into an insurance contract that would provide coverage for any monetary liability incurred as a result of the following: (i) a breach by the director or officer of his duty of loyalty unless he acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; (ii) a breach by the director or officer of his duty of care if such breach was done intentionally or in disregard of the circumstances of the breach or its consequences; (iii) any act or omission done with the intent to derive an illegal personal benefit; or (iv) any fine levied against the director or officer as a result of a criminal offense.
Article 70 of the Second Amended and Restated Articles of Association of the Registrant provides as follows:
"70. Exculpation, Indemnity and Insurance
The Company may undertake to indemnify an Office Holder as aforesaid, (aa) prospectively, provided that the undertaking is limited to categories of events which in the opinion of the Board of Directors can be foreseen when the undertaking to indemnify is given, and to an amount set by the Board of Directors as reasonable under the circumstances and (bb) retroactively.
The Registrant has obtained liability insurance covering its officers and directors and has undertaken to indemnify and exculpate its directors and certain of its officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| Exhibit No. | Description |
| 4.1** | MIND C.T.I. Ltd. 1998 Share Option Plan, as amended. |
| 4.2 ** | MIND C.T.I. Ltd. 2000 Share Option Plan, as amended. |
| 4.3* | Second Amended and Restated Articles of Association, adopted on June 27, 2002. |
| 5.1 | Opinion of Goldfarb, Levy, Eran & Co. with respect to the legality of the securities being registered. |
| 23.1 | Consent of Kesselman & Kesselman, Independent Auditors. |
| 23.2 | Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5. 1). |
| 24.1 | Powers of Attorney (included on the signature page to this Registration Statement). |
* Incorporated herein by reference to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2002, filed on July 2, 2003.
** Incorporated herein by reference to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2003, filed on June 29, 2004.
Item 9. Undertakings.
|
MIND C.T.I. LTD. By: /s/ Monica Eisinger Monica Eisinger President, Chief Executive Officer and Chairperson of the Board |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
| SIGNATURE | TITLE | DATE |
| /s/ Monica Eisinger | Monica Eisinger President, Chief Executive Officer and Chairperson of the Board |
June 30, 2004 |
| /s/ Arie Ganot | Arie Ganot Chief Financial Officer |
June 30, 2004 |
| /s/ Zamir Bar-Zion | Zamir Bar-Zion Director |
June 30, 2004 |
| /s/ Rimon Ben-Shaoul | Rimon Ben-Shaoul Director |
June 30, 2004 |
| /s/ Kevin Mohan | Kevin Mohan Director |
June 30, 2004 |
| /s/ Amnon Neubach | Amnon Neubach Director |
June 30, 2004 |
| /s/ Lior Salansky | Lior Salansky Director |
June 30, 2004 |
| Exhibit No. | Description |
| 4.1** | MIND C.T.I. Ltd. 1998 Share Option Plan, as amended. |
| 4.2 ** | MIND C.T.I. Ltd. 2000 Share Option Plan, as amended. |
| 4.3* | Second Amended and Restated Articles of Association, adopted on June 27, 2002. |
| 5.1 | Opinion of Goldfarb, Levy, Eran & Co. with respect to the legality of the securities being registered. |
| 23.1 | Consent of Kesselman & Kesselman, Independent Auditors. |
| 23.2 | Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5. 1). |
| 24.1 | Powers of Attorney (included on the signature page to this Registration Statement). |
* Incorporated herein by reference to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2002, filed on July 2, 2003.
** Incorporated herein by reference to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2003, filed on June 29, 2004.
June 30, 2004
Mind C.T.I. Ltd.Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on behalf of Mind C.T.I. Ltd. (the "Company"), relating to 1,000,000 of the Company's Ordinary Shares, NIS 1.00 nominal value per share, to be issued upon the exercise of share options granted under the MIND C.T.I. Ltd. 1998 Share Option Plan and the Mind C.T.I. Ltd. 2000 Share Option Plan (the "Plans").
We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.
As counsel for the Company, we have examined such corporate records, other documents, and such questions of Israeli law as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in our opinion, all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the shares pursuant to the Plans pursuant to Israeli law, and that the shares being registered pursuant to the Registration Statement, when issued in accordance with the Plans, will be duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ Goldfarb, Levy, Eran & Co.
| /s/ Kesselman & Kesselman | |
| Kesselman & Kesselman Certified Public Accountants (Isr.) |
Tel-Aviv, Israel June 30, 2004 |