As filed with the Securities and Exchange Commission on January 22, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2007 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _________ to ________ |
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OR |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Date of event requiring this shell company report: September 29, 2008 |
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Commission File Number: 0-12332 |
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SCAILEX CORPORATION LTD. |
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(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English) |
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Israel |
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(Jurisdiction of incorporation or organization) |
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48 Ben Zion Street, Segula Industrial Area, Petach Tikva, 49277, Israel |
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(Address of principal executive offices) |
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Shachar Rachim, Chief Financial Officer |
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(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
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Securities registered or to be registered pursuant to Section 12(b) of the Act: |
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None |
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Securities registered or to be registered pursuant to Section 12(g) of the Act: |
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Ordinary Shares, NIS 0.12 nominal (par) value per share |
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(Title of Class) |
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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: |
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None |
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(Title of Class) |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of September 29, 2008, the Registrant had outstanding:
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43,579,388 Ordinary Shares, NIS 0.12 nominal (par) value per share |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o Yes o No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o Accelerated Filer x Non-Accelerated Filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x
o International Financing Reporting Standards as issued by the International Accounting Standards Board
o Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes o No
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This Amendment No. 1 on Form 20-F/A (the “Amendment”) to our shell company report on Form 20-F, as filed with the Securities and Exchange Commission (the “Commission”) on October 3, 2008 (the “Form 20-F”), is being filed solely for the purpose of filing as exhibits to the Form 20-F the following three agreements: (1) Distribution Agreement for Cellular Phone Devices – CDMA, dated July 10, 1998, between Suny Telecom Ltd. and Samsung Electronics Co. Ltd.; and (2) Distribution Agreement for Cellular Phone Devices – GSM, dated February 27, 2001, between Suny Telecom Ltd. and Samsung Electronics Co. Ltd., both of which were described in the Form 20-F, but not filed as exhibits; and (3) Novation Agreement, dated November 24, 2008, between Suny Telecom Ltd., Scailex Corporation Ltd. and Samsung Electronics Co. Ltd. (collectively, the “Agreements”), and revising the Exhibit List on the Form 20-F, accordingly.
Therefore, this Amendment consists of a cover page, this explanatory note, a revised list of exhibits (Item 19 of Part III), a signature page and Exhibits 4(a)15, 4(a)16 and 4(a)17.
This Amendment speaks as of the date of the initial filing of the Form 20-F. Other than as described above, this Amendment does not, and does not purport to, amend, update or restate any other information or disclosure included in the Form 20-F and does not, and does not purport to, reflect any events that have occurred after the date of the initial filing of the Form 20-F. As a result, our shell company report on Form 20-F, as amended by this Amendment, continues to speak as of the initial filing date of the Form 20-F.
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| ITEM 19. | EXHIBITS |
| 1.1 | Memorandum of Association of the Registrant. (1) |
| 1.2 | Amended and Restated Articles of Association of the Registrant. (2) |
| 4(a)(1) | Asset Purchase Agreement, dated November 24, 2003, between Eastman Kodak Company, the Registrant, Scitex Digital Printing, Inc. and Scitex Development Corp. (3) |
| 4(a)(2) | Asset Purchase Agreement, dated August 11, 2005, between Hewlett-Packard Company and Scitex Vision Ltd. and the First Amendment thereto, dated November 1, 2005. (4) |
| 4(a)(3) | Jemtex Reorganization Agreement, dated August 4, 2006, and amendments thereto dated September 2006 and January 4, 2007, between Scailex Corp. Ltd., Avi Raby and Yehoshua Sheinman. (5) |
| 4(a)(4) | Shareholders Agreement, dated December 21, 2006, and amendments thereto dated February 2007 and May 10, 2007, between Scailex Corporation Ltd. and Linura Holdings AG (6) |
| 4(a)(5) | Memorandum of Understanding dated February 18, 2007 and addendum dated February 19, 2007, between Petroleum Capital Holdings Ltd., Scailex Corporation Ltd. and Israel Corporation Ltd. (7) |
| 4(a)(6) | Globecom Management Agreement, dated May 1, 2007, between Scailex Corporation Ltd. and Globecom Investments Ltd. (8) |
| 4(a)(7) | Deed of Undertaking, dated May 10, 2007, between Petroleum Capital Holdings Ltd., Scailex Corporation Ltd. and Israel Corporation Ltd. (9) |
| 4(a)(9) | Share Purchase Agreement, dated March 26, 2008, between Scailex Corporation Ltd. and Linura Holdings AG (10) |
| 4(a)(10) | The PCH Sale Agreement, dated April 10, 2008, between Scailex Corporation Ltd. and Israel Petrochemicals Enterprise Ltd. (11) |
| 4(a)(11) | Escrow Settlement Agreement, dated May 5, 2008, between Scailex Corporation Ltd. and Hewlett-Packard Company [Translation from Hebrew] (12) |
| *4(a)(12) | Asset Purchase Agreement, dated September 29, 2008, between Suny Electronics Ltd., Suny Telecom Ltd., and Din Dynamic Ltd., on the one part, and Scailex Corporation Ltd., on the other part [Translation from Hebrew] |
| *4(a)(13) | Service Agreement, dated September 29, 2008, between Scailex Corporation Ltd. and Suny Electronics Ltd. relating to services provided by Scailex [Translation from Hebrew] |
| *4(a)(14) | Service Agreement, dated September 29, 2008, between Scailex Corporation Ltd. and Suny Electronics Ltd. relating to services provided by Suny [Translation from Hebrew] |
| **4(a)(15) | Distribution Agreement for Cellular Phone Devices – CDMA, dated July 10, 1998, between Suny Telecom Ltd. and Samsung Electronics Co. Ltd. (portions are subject to a confidential treatment application and are omitted and filed separately with the Securities and Exchange Commission). |
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| **4(a)(16) | Distribution Agreement for Cellular Phone Devices – GSM, dated February 27, 2008, between Suny Telecom Ltd. and Samsung Electronics Co. Ltd. (portions are subject to a confidential treatment application and are omitted and filed separately with the Securities and Exchange Commission). |
| **4(a)(17) | Novation Agreement, dated November 24, 2008, between Suny Telecom Ltd., Scailex Corporation Ltd. and Samsung Electronics Co. Ltd. |
| 4(c)(1) | Form of the Letter of Indemnification provided to office holders. (13) |
| 4(c)(2) | The 2001 Stock Option Plan (as amended, 2003). (14) |
| 4(c)(3) | The 2003 Share Option Plan. (15) |
| 4(d)(1) | Services Agreement, dated November 1, 2001, between Clal and the Registrant (as amended, 2004). (16) |
| 4(d)(2) | Services Agreement, dated March 1, 2004, between Discount Investment Corporation Ltd. and the Registrant. (17) |
| 8 | List of Subsidiaries of the Registrant. (18) |
| (1) | Incorporated by reference to Exhibit 1.1 to our Annual Report on Form 20-F for the year ended December 31, 2005, filed June 28, 2006. |
| (2) | Incorporated by reference to Exhibit 1.2 to our Annual Report on Form 20-F for the year ended December 31, 2005, filed June 28, 2006. |
| (3) | Incorporated by reference to Exhibit 4(a)(2) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2003, filed June 30, 2004. |
| (4) | Incorporated by reference to Exhibit 4(a)(5) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2003, filed June 28, 2006. |
| (5) | Incorporated by reference to Exhibit 4(a)(3) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, filed June 19, 2007. |
| (6) | Incorporated by reference to Exhibit 4(a)(4) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, filed June 19, 2007. |
| (7) | Incorporated by reference to Exhibit 4(a)(5) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, filed June 19, 2007. |
| (8) | Incorporated by reference to Exhibit 4(a)(6) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, filed June 19, 2007. |
| (9) | Incorporated by reference to Exhibit 4(a)(7) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, filed June 19, 2007. |
| (10) | Incorporated by reference to Exhibit 4(a)(9) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, filed June 30, 2008. |
| (11) | Incorporated by reference to Exhibit 4(a)(10) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed June 30, 2008. |
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| (12) | Incorporated by reference to Exhibit 4(a)(11) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, filed June 30, 2008. |
| (13) | Incorporated by reference to Appendix B to our Proxy Statement filed under the cover of a Current Report on Form 6-K filed December 1, 2005. |
| (14) | Incorporated by reference to Exhibit (d)(4) to our Tender Offer Statement on Schedule TO filed May 14, 2004. |
| (15) | Incorporated by reference to Appendix B to our Proxy Statement filed under the cover of a Current Report on Form 6-K filed December 3, 2003. |
| (16) | Incorporated by reference to Exhibit 4(d)(1) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2003, filed June 30, 2004. |
| (17) | Incorporated by reference to Exhibit 4(d)(3) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2003, filed June 30, 2004. |
| (18) | Incorporated by reference to Exhibit 8 to our original Shell Company Report on Form 20-F, filed with the Commission on October 3, 2008. |
* Previously filed with the original shell company report on Form 20-F, filed with the Commission on October 3, 2008.
** Filed herewith
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The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Report on its behalf.
| SCAILEX CORPORATION LTD. (Registrant) By: /s/ Shachar Rachim —————————————— Shachar Rachim Chief Financial Officer |
Date: January 22, 2009
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