Valor Computerized Systems Ltd. / Miscellaneous
31.07.2008
Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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YAVNE, Israel - July 31, 2008 - Valor Computerized Systems Ltd. ('Valor')
announced today that it has approved the following plans:
a. 2008 Employee Stock Option Plan ('PLAN') for its and its subsidiaries'
employees, office holders and service providers (the 'Employees').
b. ESO - R3 Plan ('R3 PLAN') for its and its subsidiaries senior management
and Board members (the 'Grantee').
According to the Plans the Company might grant up to 936,674 options
(non-transferable and not registered for trading) (referred to hereunder as
the 'Options') which are exercisable into up to 936,674 ordinary shares of
NIS 0.1 par value each of the Company.
Valor has obtained all necessary approvals under Israeli and German law for
the said offering. The Israeli Securities Authority notified Valor that, by
virtue of its authority under Section 15D of the Israeli Securities Law,
1968-5728 ('Securities Law'), it had decided to exempt Valor from the
provisions of the Securities Law in connection with the offering of
securities of Valor to Employees in Israel under the Plan. This exemption
is contingent upon satisfaction of certain conditions, which have been
satisfied.
If not determined otherwise, each Employee holding Options under the Plan
shall be allowed to exercise the Options held by him/her, subject its terms
in three portions (50% 2 years after the date of grant, 25% (75% total) 3years after the date of grant, and 25% (100% total) 4 years after the date
of grant). Options expire if not exercised before the tenth anniversary of
the date of grant. The exercise price of the already allotted Options is
US$ 3.49 per Option for 220,000 options and 3.92US$ per option for 15,000
options. Assuming acquisition and exercise of all of the Options granted to
date under the Plan, the total consideration price payable to Valor will be
US$ 826,600. The exercise price of the Options, which shall be offered in
the future, shall be determined by Valor in accordance with applicable law,
and will be specified in each Option agreement with the Employee. The Plan
Options are being offered to the Israeli Employees subject to the
provisions of Sec. 102 of the Israeli Income Tax Ordinance ('ITO') and to
special arrangement, including, inter alia, the depositing of the Options
and/or the Shares with a trustee or subject to provision of section 3(i) of
the ITO.
If not determined otherwise, options granted to the Optionee under the R3
Plan shall vest in two portions (2/3 of the Options granted shall vest 2
years after the date of grant and 1/3 of the Options granted shall vest 3
years after the date of grant). Options expire if not exercised by the date
on which three (3) years and three (3) months from the Date of Grant have
lapsed. The exercise price of the already allotted Options shall be US$
3.62 per Option for 487,500 options.
Notwithstanding anything to the contrary herein, the following provisions
shall apply with respect to Options granted under the R3 Plan:
a. In the event that the Fair Market Value (defined as the closing sales
price for the Company's Shares traded in an established stock exchange, as
quoted on such exchange for the last market trading day prior to time of
determination, as reported in the Wall Street Journal, or such other source
as the Board deems reliable) shall be U.S. $3.00 per Share or more, but not
more than U.S. $3.62 per Share, then the Company shall, at the Optionee's
written request, pay the Optionee an amount of U.S. $3.00 per Share for the
number of Options mentioned in the Optionee's written notice, in which
event all such Options shall expire upon payment.
b. In the event that the Fair Market Value shall be U.S. $3.62 per Share
or more, but not more than U.S. $6.62 per Share, then the following an
Optionee's exercising the Options (or any part thereof), the Company shall
pay the Optionee an amount per Share equal to the difference between U.S.
$6.62 per Share and the gross amount per Share resulting from the exercise
of each Option (so that in any event the gross amount received by the
Optionee for each exercised Option shall be U.S. $3.00 per Share).
c. No special provisions shall apply in the event that the Exercise Price
shall be less than U.S. $3.00 per Share, or more than U.S. $6.62 per Share.
The R3 Plan Options are being offered to the Israeli Employees subject to
the provisions of Sec. 102 of the ITO and to special arrangement,
including, inter alia, the depositing of the Options and/or the Shares with
a trustee or subject to provision of section 3(i) of the ITO.
A profile of the offering in its entirety constitutes an inseparable part
of this Ad Hoc Release and can be obtained from the offices of either Valor
Ltd. (Telephone: +972-8-9432430, Alon Erlich (IR Manager), email:
IR@valor.com) or Adv. Ron Jakubowicz whose details are as follows: Address:
JAKUBOWICZ & COLLEGEN - RECHTSANWALET - BRIENNER STRASSE 21 - D- 80333
MUNCHEN - Telephone: +49-(089)-599956-0 - Facsimile: +49-(089)-599956-10 -
info@munichadvocate.com.
Contact Information
Valor Corporate:
Alon Erlich, Valor Computerized Systems, Ltd.; IR@Valor.com; Tel:
+972-(0)8-943-2430
DGAP 31.07.2008
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Language: English
Issuer: Valor Computerized Systems Ltd.
4 Faran Street
70600 Yavne
Israel
Phone: +972-(0)3 - 9432430
Fax: +972-(0)3 - 9432429
E-mail: IR@valor.com
Internet: www.valor.com
ISIN: IL0010845324
WKN: 928731
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Stuttgart, München, Düsseldorf
End of News DGAP News-Service
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DGAP-Adhoc: Valor Computerized Systems Ltd. Announces Option Grant
| Source: EQS Group AG