SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2004
TAT TECHNOLOGIES LTD.
(Name of Registrant)
P.O.BOX 80, Gedera 70750 Israel
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):[ ]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):[ ]
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-_________
TAT Technologies Ltd.
6-K Items
1. Notice of and Proxy Statement for TAT Technologies Ltd. Annual General
Meeting to be held December 6, 2005.
2. TAT Technologies Ltd. Proxy Card.
ITEM 1
TAT TECHNOLOGIES LTD.
P.O. Box 80
Gedera 70750, Israel
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 6, 2005
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders
of TAT Technologies Ltd. will be held on Tuesday, December 6, 2005 at 2:00 p.m.
Israel time, at our offices in Park Re'em Industrial Zone, Bnei Ayish, Israel,
for the purpose of considering and acting upon the following matters:
(1) The election of seven directors for terms expiring in 2006;
(2) Approval of an increase of our authorized ordinary share capital
and an amendment to our Memorandum of Association and Articles of Association to
reflect such increase;
(3) Ratification of the appointment of Kost Forer Gabbay & Kasierer, a
member of Ernst & Young Global, as our independent auditors for the year ending
December 31, 2005 and authorization for the Board of Directors to determine
their remuneration; and
(4) Review and discussion of our Auditor's Report, Financial
Statements, and the Directors' Report for the fiscal year ended December 31,
2004.
The Board of Directors recommends that you vote in favor of all of the
proposals, which are described in the attached Proxy Statement.
You can vote by proxy either by mail or in person. If voting by mail,
the proxy must be received by our transfer agent or at our registered office in
Israel at least 48 hours prior to the meeting to be validly included in the
tally of ordinary shares voted at the meeting. Detailed proxy voting
instructions are provided both in the Proxy Statement and on the enclosed proxy
card.
The accompanying Proxy Statement contains further information with
respect to these matters and the text of the resolutions proposed to be adopted
at the Annual Meeting.
By Order of the Board of Directors
Avi Kahana,
Secretary
Gedera, Israel
November 4, 2005
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED
STATES.
PROXY STATEMENT
This statement is being furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of TAT Technologies Ltd., an
Israeli corporation, to be voted at the Annual General Meeting of Shareholders,
or the Meeting, to be held on December 6, 2005 at 2:00 p.m., and any
adjournments thereof. Shareholders will be asked to vote upon: (i) the election
of seven directors for terms expiring at our 2006 Annual General Meeting of
Shareholders; (ii) approval of an increase of our authorized ordinary share
capital and an amendment to our Memorandum of Association and Articles of
Association to reflect such increase; and (iii) ratification of the appointment
of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our
independent auditors for the year ending December 31, 2005 and authorization for
the Board of Directors to determine their remuneration. Additionally, our
Auditor's Report, Financial Statements, and the Directors' Report for the fiscal
year ended December 31, 2004 will be presented and discussed.
This Proxy Statement and the proxy card are being mailed to
shareholders on or about November 4, 2005.
Shares eligible to be voted and for which a proxy card is properly
signed and returned at least 48 hours prior to the beginning of the Meeting will
be voted as directed. If directions are not given or directions are not in
accordance with the options listed on a signed and returned proxy card, such
shares will be voted FOR the nominees for director and each proposition for
which the Board of Directors recommends a vote FOR. Unsigned or unreturned
proxies, including those not returned by banks, brokers, or other record
holders, will not be counted for quorum or voting purposes. You may revoke your
proxy at any time prior to the exercise of authority granted in the proxy by
giving a written notice of revocation to our Corporate Secretary, by submitting
a subsequently dated, validly executed proxy, or by voting in person at the
Meeting.
As of November 1, 2005, the record date for the determination of
shareholders entitled to vote at the Meeting, there were outstanding 6,042,671
ordinary shares. Each ordinary share entitles the holder to one vote. The
ordinary shares have a par value of NIS 0.9 per share. The presence of two
shareholders, holding at least one third of our voting rights, represented in
person or by proxy at the Meeting, will constitute a quorum. If, within half an
hour from the time appointed for the holding of a general meeting, a quorum is
not present, the meeting shall stand adjourned to the same day in the next week
at the same time and place, and if, at such adjourned meeting, a quorum is not
present within half an hour from the time appointed for holding the meeting any
two shareholders present in person or by proxy shall constitute a quorum. This
proxy shall constitute notice of such adjourned meeting and no additional notice
shall be provided by us to the shareholders.
An affirmative majority of the votes cast is required to approve each
of the proposals to be presented at the Meeting except for Proposal 2 which
requires the affirmative vote of 75% of the ordinary shares represented at the
Meeting, in person or by proxy, and voting on the matter.
We will bear the cost of soliciting proxies from our shareholders.
Proxies will be solicited by mail and may also be solicited personally or by
telephone by our directors, officers and employees. We will reimburse brokerage
houses and other custodians, nominees and fiduciaries for their expenses in
accordance with the regulations of the Securities and Exchange Commission
concerning the sending of proxies and proxy material to the beneficial owners of
stock.
You may vote by submitting your proxy with voting instructions by mail
if you promptly complete, sign, date and return the accompanying proxy card in
the enclosed self-addressed envelope to our transfer agent or to our registered
office in Israel at least 48 hours prior to the Meeting.
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
Our directors, other than our outside directors, are elected at each
annual meeting of shareholders. In addition, companies incorporated under the
laws of Israel whose shares have been offered to the public inside or outside of
Israel, such as our company, are required by the Israeli Companies Law,
5759-1999, or the Israeli Companies Law, to appoint at least two outside
directors. Outside directors serve for a three-year term, which may be renewed
for only one additional three-year term. Mr. Michael Shevi and Mr. Rami Daniel
were each elected by our shareholders to serve as our outside directors pursuant
to the provisions of the Israeli Companies Law for a three-year term until our
2007 annual general meeting of shareholders, following which their service as
outside directors may be renewed for one additional three-year term.
We are a "controlled company" within the meaning of the NASDAQ
Marketplace Rules, since TAT Industries Ltd. holds more than 50% of our voting
power. As such, we are exempted from the NASDAQ Marketplace Rules requirement
that a majority of a company's Board of Directors must qualify as independent
directors within the meaning of the NASDAQ Marketplace Rules. We are also exempt
from the NASDAQ Marketplace Rules requirement regarding the process for the
nomination of directors; instead, we follow Israeli law and practice in
accordance with which our directors are proposed by the Board of Directors and
elected by the shareholders, unless otherwise provided in a company's articles
of association. Our articles of association do not provide otherwise. Our
practice has been that our director nominees are presented in our proxy
statement for election at our annual meetings of shareholders.
Accordingly, our Board of Directors has proposed the election of Shlomo
Ostersetzer, Dov Zeelim, Meir Dvir, Yaacov Fish, Ishay Davidi, Gillon Beck, and
Yechiel Gutman as directors, to hold office for one year until the 2006 Annual
General Meeting and until their successors are elected and qualified. Each
nominee is currently serving as a member of the Board of Directors.
Should any of the nominees be unavailable for election, the proxies
will be voted for a substitute nominee designated by the Board of Directors.
None of the nominees are expected to be unavailable.
Set forth below is information about each nominee, including age,
position(s) held with our company, principal occupation, business history and
other directorships.
Shlomo Ostersetzer, age 78, has served as the Chairman of our Board of
Directors since April 1985. Mr. Ostersetzer has also served as our Chief
Executive Officer since 1990. Mr. Ostersetzer is one of the founders of TAT
Industries Ltd. and a controlling shareholder, and has served in various
capacities with TAT Industries Ltd. since 1970, including President, Managing
Director and Chairman of the Board of Directors. Mr. Ostersetzer holds a M.Sc.
in Mechanical Engineering from ETH-Polytechnical Institute in Zurich,
Switzerland.
Dov Zeelim, age 65, has served as Vice Chairman of the Board of
Directors since April 1985 and has served as our President and Chief Operating
Officer since August 2000. In addition, Mr. Zeelim has served in various
managerial capacities at TAT Industries Ltd. for over 21 years, including
Managing Director, Executive Vice President and Vice Chairman. Mr. Zeelim is a
licensed C.P.A. in Israel.
Dr. Meir Dvir, age 75, has served as a director since December 1994.
Dr. Dvir has previously served as deputy General Manager of Business Research
and Development and also as General Manager of the Israeli Aircraft Industries
Ltd. He is also a director of Elta-Electronics Industries Ltd. Dr. Dvir holds a
Ph.D. in Exact Science (mathematics and physics) from the Hebrew University in
Jerusalem.
Yaacov Fish, age 59, has served as a director since January 1994. From
1992 to 1997, Mr. Fish served as Managing Director of Magen Central Pension
Fund Ltd. Mr. Fish served as a financial advisor to Shalev Transportation
Cooperative Ltd. from 1990 to 1994. Mr. Fish served as general comptroller of
Egged Ltd. from 1977 to 1990. Mr. Fish holds a B.Sc. in economics from Bar-llan
University in Tel Aviv.
Ishay Davidi, age 43, was elected as one of three designees of FIMI
Opportunity Fund. Mr. Davidi has served as the Chief Executive Officer and
Senior Partner of FIMI Opportunity Fund, an Israeli investment fund, since 1996.
Mr. Davidi also serves as the Chairman and Senior Partner of FITE (First Israel
Turnaround Enterprise), an Israeli investment fund established by FIMI Group,
and as a director
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of Tadiran Communications, Lipman Electronic Engineering, Ltd., Tedea
Technological Development and Automation Ltd., TG Precision Products Ltd. and
Medtechnica Ltd. Prior to the founding of FIMI, from 1994 to 1996, Mr. Davidi
served as Chief Executive Officer of Tikvah VC Fund, an Israeli VC fund and
prior to that he served as Chief Executive Officer of two Israeli industrial
companies. Mr. Davidi holds a B.Sc. in Industrial Engineering from Tel Aviv
University and an MBA in Finance from Bar Ilan University.
Gillon Beck, age 43, was elected as one of three designees of FIMI
Opportunity Fund. Mr. Beck has served as a partner in FIMI Opportunity Fund
and a director of several of the fund's portfolio companies since 2003. Prior
thereto, and from 1999, Mr. Beck served as Chief Executive Officer and
President of Arad Ltd. Group, a leading manufacturer of water measurement
technologies. Mr. Beck holds a B.Sc. in Industrial Engineering from the Israel
Institute of Technology Technion and an MBA in Finance from Bar Ilan
University.
Yechiel Gutman, age 60, was elected as one of three designees of FIMI
Opportunity Fund. Mr. Gutman serves as a public member of the Israeli Security
Authority (ISA). He also serves as a director of many Israeli companies,
including Israel Refinery Company, El-Al (the Israeli national airline), and
Bank Otzar Hachayal (a subsidiary of Bank Hpoalim). In the past Mr. Gutman
served as an advisor to the Minster of Justice. Mr. Gutman holds LLB and MA
degrees from The Hebrew University, Jerusalem. Mr. Gutman will serve as an
independent director.
Under the Companies Law, the affirmative vote of the holders of a
majority of the ordinary shares represented at the Meeting in person or by proxy
and entitled to vote and voting thereon will be necessary for shareholder
approval of the election of Shlomo Ostersetzer, Dov Zeelim, Dr. Meir Dvir,
Yaacov Fish, Ishay Davidi, Gillon Beck and Yechiel Gutman as directors.
The Board of Directors recommends a vote FOR the election of the
director nominees named herein.
Directors Continuing in Office
Michael Shevi, age 69, has served as an outside director since June 10,
2004. Mr. Shevi has served as Managing Director of Cham Foods since 1973.
Currently, Mr. Shevi is a director of Cham Foods (Israel) Ltd. Mr. Shevi is
licensed as a Certified Public Accountant in Israel.
Rami Daniel, age 39, has served as an outside director since June 10,
2004. Mr. Daniel has served as V.P. of Finance of Ganden Real Estate since
2001. Mr. Daniel is licensed as a Certified Public Accountant in Israel and
received his B.S.C. in Israel in 1997.
Beneficial Ownership of Securities by Certain Beneficial Owners and Management
The following table sets forth certain information as of November 1,
2005 regarding the beneficial ownership by: (i) all shareholders known to us to
own beneficially more than 5% of our outstanding ordinary shares, (ii) each
director and (iii) all directors and executive officers as a group.
Number of Ordinary Percent of
Name and Address Shares Owned(1) Shares Owned(2)
---------------- --------------- ---------------
TAT Industries Ltd......................... 3,124,150 51.70%
T.O.P, Limited Partnership (T.O.P)(3)...... 1,357,143 22.46%
Shlomo Ostersetzer(4)...................... 249,412 4.13%
Dov Zeelim(4).............................. 175,000 2.90%
Meir Dvir (5).............................. 7,000 *
Yaacov Fish (5)............................ 5,000 *
All officers and directors as a group
(16 persons) (6)........................... 529,812 8.75%
___________
* Less than 1%.
3
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. In addition, ordinary
shares relating to options currently exercisable or exercisable within
60 days of the record date are deemed outstanding for computing the
percentage of the person holding such securities but are not deemed
outstanding for computing the percentage of any other person. Except as
indicated by footnote, and subject to community property laws where
applicable, the persons named in the table have sole voting and
investment power with respect to all shares shown as beneficially owned
by them.
(2) Based on 6,042,671 ordinary shares issued and outstanding as of
November 1, 2005.
(3) Includes 500,000 ordinary shares issuable upon the exercise of
currently exercisable warrants, granted under the Share Purchase
Agreement with T.O.P, at an exercise price of $7.32 per share. The
warrants expire in January 2010.
(4) Such number does not include shares beneficially held by TAT Industries
Ltd. Mr. Shlomo Ostersetzer, our Chairman of the Board of Directors and
Chief Executive Officer, is the chairman of the board of TAT Industries
Ltd. and owns approximately 43.27% of the equity rights and the voting
rights in TAT Industries Ltd. as of November 1, 2005. Mr. Dov Zeelim,
our President and Vice Chairman of the Board of Directors, is the vice
chairman of TAT Industries Ltd. and owns approximately 21.16% of the
equity rights and the voting rights in TAT Industries Ltd. as of
November 1, 2005.
(5) Includes 5,000 ordinary shares issuable upon the exercise of currently
exercisable options.
(6) Includes 10,000 ordinary shares issuable upon the exercise of currently
exercisable options issued to officers.
Audit Committee
Our audit committee, established in accordance with Section 114 of the
Israeli Companies Law and Section 3(a)(58)(A) of the Securities Exchange Act of
1934, assists our board of directors in overseeing the accounting and financial
reporting processes of our company and audits of our financial statements,
including the integrity of our financial statements, compliance with legal and
regulatory requirements, our independent public accountants' qualifications and
independence, the performance of our internal audit function and independent
public accountants, finding any defects in the business management of our
company for which purpose the audit committee may consult with our independent
auditors and internal auditor, proposing to the board of directors ways to
correct such defects, approving related-party transactions as required by
Israeli law, and such other duties as may be directed by our board of directors.
Our audit committee currently consists of four board members who
satisfy the respective "independence" requirements of the Securities and
Exchange Commission, NASDAQ and Israeli Law for audit committee members. Our
audit committee members are Messrs. Michael Shevi, Rami Daniel and Yaacov Fish
and Dr. Meir Dvir. Mr. Yaacov Fish has been elected as the Chairman of the Audit
Committee, and our Board of Directors has determined that he qualifies as a
financial expert. The audit committee meets at least once each quarter. Our
audit committee charter is available on our website at www.tat.co.il.
The responsibilities of the audit committee also include approving
related-party transactions as required by law. Under Israeli law, an audit
committee may not approve an action or a transaction with a controlling
shareholder, or with an office holder, unless at the time of approval two
outside directors are serving as members of the audit committee and at least one
of the outside directors was present at the meeting in which an approval was
granted.
Our audit committee is authorized generally to investigate any matter
within the scope of its responsibilities and has the power to obtain from the
internal auditing unit, our independent auditors or any other officer or
employee any information that is relevant to such investigations.
Designees for Directors
As a result of a share purchase agreement with T.O.P, Limited
Partnership, T.O.P became our second largest shareholder, holding, as of the
date of this Proxy Statement, approximately 14.18% of our ordinary
4
shares. As part of the transaction, we undertook to bring before our Board of
Directors three designees of T.O.P for their approval by the board as nominees
for director. On September 1, 2004, Messrs. Ishay Davidi, Gillon Beck and
Yechiel Gutman were elected to the Board of Directors. At our annual general
shareholder meeting held on December 21, 2004, Messrs. Davidi, Beck and Gutman
were reelected to serve on our Board of Directors by our shareholders.
Executive Compensation
The following table sets forth all compensation paid to all of our
directors and executive officers as a group for the year ended December 31,
2004.
Pension,
Salaries, fees, retirement Compensation
commissions and similar due to exercise
and bonuses benefits of options
--------------- ----------- ---------------
All directors and executive officers
as a group, (16 persons)....... $ 1,657,000 $318,000 $3,048,000
During the year ended December 31, 2004, we paid each of our outside
directors a per meeting attendance fee of NIS 1,000 (approximately $232), plus
an annual fee of NIS 24,524 (approximately $5,700.
Related Party Transactions
Management and Services Agreement
---------------------------------
In February 2000, we entered into an agreement with TAT Industries, our
controlling shareholder, to purchase the operations of TAT Industries relating
to the manufacture of aviation accessories and the lease of certain real estate
and buildings. Pursuant to the terms of this agreement, all of the employees of
TAT Industries were transferred to us effective January 1, 2000, without any
change in the conditions of their employment. TAT Industries pays us $50,000 per
year for administrative and accounting personnel and secretarial staff, who
served as employees of TAT Industries that were transferred to us and who
continue to provide such services.
In addition, pursuant to the terms of the agreement, we entered into a
lease agreement, pursuant to which we leased from TAT Industries, effective as
of January 1, 2000, an area of approximately 329,000 square feet, including
90,000 square feet of buildings, for a period of 24 years and eleven months. In
consideration for the lease agreement, we agreed to pay TAT Industries annual
rentals of approximately $300,000, with an additional incremental payment of 2%
per year, such rental rates are subject to revaluation every fifth year.
Other Transactions
------------------
Our Israeli operations employ the services of an agent, Gal Tech Inc.
(a company owned by Messrs. Shlomo Ostersetzer, Dov Zeelim and Israel Ofen, all
of whom are officers and directors of our company). According to an export
agreement dated April 14, 1992, Gal Tech Inc. receives a handling fee in the
amount of 10% of all purchases by our company in North America per year and a
handling fee in the amount of 3% of all sales by our company to North America
per year (not including sales of heat transfer products). However, pursuant to
this agreement, the total amount to be paid by us to Gal Tech will not exceed
the sum of 5% of our purchases in North America and 5% of our sales to North
America (not including sales of heat transfer products) per year. In the years
ended December 31, 2002, 2003 and 2004, we paid approximately $503,000, $485,000
and $377,000, respectively, to Gal Tech, in accordance with such agreement.
Effective January 1, 2003, Ifat Frenkel (the daughter of Dov Zeelim) became the
President of Gal Tech.
Pursuant to their employment agreements, the chairman of our Board of
Directors, Mr. Shlomo Ostersetzer, and the vice chairman of our Board of
Directors, Mr. Dov Zeelim, are entitled each to a bonus of 2.5% of the annual
consolidated operating income, in excess of $500,000. In the years ended
December 31, 2004, 2003 and 2002, our Board of Directors and shareholders
approved a total payments of approximately $246,488, $239,794 and $176,257 to
the chairman and vice chairman of our Board.
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T.O.P, one of our major shareholders, provides us with management and
consulting services in consideration for the lower of: (i) 3% of the
consolidated operating income in excess of $500,000, or (ii) $250,000 per year.
In the year ended December 31, 2004, we paid T.O.P $49,564 for such services.
Stock Option Plans
In January 1999, our Board of Directors adopted a share option plan
(the "1999 Plan") for which 500,000 ordinary shares have been reserved and
granted at an exercise price of $1.625 per share as follows: Shlomo
Ostersetzer-125,000 shares; Dov Zeelim-175,000 shares; Israel Ofen-102,500
shares; and an aggregate of 97,500 shares to other employees and directors. As
of June 20, 2005 there were 17,500 options outstanding, at an exercise price of
$1.625 per share, and no options were available for grant pursuant to the 1999
Plan. As of November 1, 2005, our executive officers and directors as a group,
consisting of sixteen persons, held 10,000 options under the 1999 Plan. The 1999
Plan will terminate on January 2009.
APPROVAL OF AN INCREASE OF OUR AUTHORIZED ORDINARY
SHARE CAPITAL AND AMENDMENT TO OUR MEMORANDUM OF
ASSOCIATION AND ARTICLES OF ASSOCIATION
(Item 2 on the Proxy Card)
Under the Israeli Companies Law, an increase of a company's authorized
share capital must be approved by its shareholders.
In 2006, we may seek additional funding through private financings in
consideration for our ordinary shares. Should we elect to pursue such a
financing (subject to any further approvals required by applicable law), we
would require additional authorized ordinary share capital since our current
authorized share capital would not be sufficient to facilitate such a financing.
Our current authorized and registered ordinary share capital is NIS
6,300,000, divided into 7,000,000 ordinary shares of NIS 0.9 par value each, of
which 6,042,671 ordinary shares are currently issued and outstanding, not
including options and warrants currently exercisable into ordinary shares.
Accordingly, our Board of Directors believes that it is in our company's best
interest to ask our shareholders to increase the ordinary share capital at the
Meeting and has adopted a resolution recommending that our shareholders increase
our authorized ordinary share capital by an additional NIS 2,700,000, divided
into 3,000,000 ordinary shares of NIS 0.9 par value each, and to amend our
Memorandum of Association and Articles of Association to reflect such increase.
It is therefore proposed that at the Meeting the following resolution
be adopted:
"RESOLVED, that an increase in our authorized and registered
ordinary share capital to NIS 9,000,000, divided into 10,000,000
ordinary shares of NIS 0.9 par value each, be, and hereby is, approved;
and that our Memorandum of Association and Articles of Association be
amended to reflect such increase."
The affirmative vote of the holders of 75% of the ordinary shares
represented at the Meeting in person or by proxy and entitled to vote will be
necessary to approve the increase of the authorized share capital of the company
and the amendment of the Memorandum of Association and Articles of Association
to reflect the same.
The Board of Directors recommends a vote FOR the increase in the
authorized share capital of the company.
APPOINTMENT OF AUDITORS
(Item 3 on the Proxy Card)
Our Annual General Meeting of Shareholders first appointed Kost Forer
Gabbay & Kasierer, as our auditors in 1986 and has reappointed the firm as our
auditors since such time. Kost Forer Gabbay & Kasierer has no relationship with
us or any of our affiliates except as auditors. As a result of Kost Forer Gabbay
& Kasierer's knowledge of our operations, our Audit Committee and Board of
Directors are
6
convinced that such firm has the necessary personnel, professional
qualifications and independence to act as our auditors. Our Board of Directors
has again recommended, pursuant to the recommendation of our Audit Committee,
that Kost Forer Gabbay & Kasierer be selected as our auditors for the fiscal
year ending December 31, 2005 and recommends that the shareholders ratify and
approve the selection. In accordance with applicable laws, our Board of
Directors will ratify and approve our Audit Committee's determination of the
remuneration of Kost Forer Gabbay & Kasierer in according to the volume and
nature of their services. With respect to fiscal year 2004, we paid Kost Forer
Gabbay & Kasierer approximately $57,000 for audit services and approximately
$14,000 for tax related services.
It is therefore proposed that at the Meeting the following resolution
be adopted:
"RESOLVED, that the appointment of Kost Forer Gabbay &
Kasierer, a member of Ernst & Young Global, as the independent auditors
of the Company to conduct the annual audit of our financial statements
for the year ending December 31, 2005, and the authorization of the
Board of Directors to determine their remuneration pursuant to the
recommendation of our Audit Committee is ratified, confirmed and
approved."
The affirmative vote of the holders of a majority of the ordinary
shares represented at the Meeting in person or by proxy and entitled to vote and
voting thereon will be necessary for shareholder approval of the foregoing
resolution.
The Board of Directors recommends a vote FOR the foregoing resolution.
Audit Committee Pre-Approval Policies and Procedures
Our Audit Committee has adopted a policy and procedures for the
pre-approval of audit and non-audit services rendered by our independent public
accountants, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global.
Pre-approval of an audit or non-audit service may be given as a general
pre-approval, as part of the audit committee's approval of the scope of the
engagement of our independent auditor, or on an individual basis. The policy
prohibits retention of the independent public accountants to perform the
prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act
or the rules of the SEC, and also requires the Audit Committee to consider
whether proposed services are compatible with the independence of the public
accountants.
A representative of Kost Forer Gabbay & Kasierer is expected to be
present at the Annual Meeting and will have the opportunity to make a statement,
and will be available to respond to appropriate questions from shareholders.
REVIEW AND DISCUSSION OF OUR AUDITOR'S REPORT,
FINANCIAL STATEMENTS AND THE DIRECTORS' REPORT
At the Meeting, our Auditor's Report, Financial Statements and the
Directors' Report for the year ended December 31, 2004 will be presented. We
will hold a discussion with respect to the financial statements at the Meeting.
This item will not involve a vote of the shareholders.
COPIES OF THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER
31, 2004 WILL BE MAILED WITHOUT CHARGE TO ANY SHAREHOLDER ENTITLED TO VOTE AT
THE ANNUAL GENERAL MEETING, UPON WRITTEN REQUEST TO: TAT TECHNOLOGIES LTD., PARK
RE-EM INDUSTRIAL ZONE P.O. BOX 80 GEDERA 70750, ISRAEL, ATTENTION: AVI KAHANA,
SECRETARY.
By Order of the Board of Directors
Avi Kahana
Secretary
Dated: November 4, 2005
7
ITEM 2
TAT TECHNOLOGIES LTD.
Annual General Meeting of Shareholders December 6, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Israel Ofen and Avi Kahana, or either
of them, attorneys or attorney of the undersigned, for and in the name(s) of the
undersigned, with power of substitution and revocation in each to vote any and
all ordinary shares, par value NIS 0.90 per share, of TAT Technologies Ltd. (the
"Company"), which the undersigned would be entitled to vote as fully as the
undersigned could if personally present at the Annual General Meeting of
Shareholders of the Company to be held on Tuesday, December 6, 2005 at 2:00 p.m.
at the principal offices of the Company, Park Re'em Industrial Zone, Bnei Ayish,
Israel, and at any adjournment or adjournments thereof, and hereby revoking any
prior proxies to vote said shares, upon the following items of business more
fully described in the notice of and proxy statement for such Annual General
Meeting (receipt of which is hereby acknowledged):
(Continued and to be signed on the reverse side)
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
TAT TECHNOLOGIES LTD.
December 6, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2 AND 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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1. The election of seven Directors for terms expiring in 2006.
[ ] FOR ALL NOMINEES NOMINEES:
( ) Shlomo Ostersetzer
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES ( ) Dov Zeelim
( ) Meir Dvir
[ ] FOR ALL EXCEPT ( ) Yaacov Fish
(See instructions below) ( ) Ishay Davidi
( ) Gillon Beck
( ) Yechiel Gutman
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
------------ mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: (X)
2. To increase the Company's authorized ordinary share capital and to amend
its Memorandum of Association and Articles of Association to reflect such
increase.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratification of the appointment of Kost Forer Gabbay & Kasierer,
independent certified public accountants in Israel, a member firm of Ernst
& Young Global, as the Company's independent auditors for the year ending
December 31, 2005 and authorization for the Board of Directors to determine
their remuneration.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR (i) THE ELECTION OF THE NOMINEES FOR
DIRECTOR AT THE LEFT AND (ii) PROPOSAL 2 and 3 SET FORTH ABOVE.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method. [
]
Signature of Shareholder__________ Date _____
Signature of Shareholder__________ Date _____
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
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, thereunto duly authorized.
TAT TECHNOLOGIES LTD.
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(Registrant)
By: /s/Israel Ofen
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Israel Ofen
Executive Vice President and
Chief Financial Officer
Date: November 8, 2005