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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 4, 2001
ELECTRIC FUEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-23336 95-4302784
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
632 Broadway, Suite 301, New York, New York 10012
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 529-9200
(Former name or former address, if changed since last report)
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Page 1 of 12 Pages
Exhibit Index appears on Page 3
Item 5. Other Events
On December 5, 2001 we will issue and sell to Vertical International
Limited, for an aggregate purchase price of $2,000,000, 1,190,476 shares of our
common stock, $.01 par value per share, at a purchase price per share of $1.87,
less a discount of 10%.
In order to furnish certain exhibits for incorporation by reference
into our Registration Statement on Form S-3 previously filed with the Securities
and Exchange Commission (File No. 333-63514), which Registration Statement was
declared effective by the Commission on July 20, 2001, and which Registration
Statement contains our prospectus dated July 20, 2001, as supplemented by our
prospectus supplement dated December 4, 2001, we are filing the opinion of
Harris Beach LLP as Exhibit 5.1 to the Registration Statement.
The opinion of Harris Beach LLP filed as Exhbit 5.1 herewith relates to
the validity of the shares of Common Stock sold by us pursuant to the prospectus
supplement dated December 4, 2001.
Following the offering described above, Electric Fuel will have
28,802,910 shares of common stock outstanding, compared to 27,612,434 shares
before the offering.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit
Number Description
------ -----------
4.1.......Securities Purchase Agreement dated as of December 4, 2001
5.1.......Legal Opinion of Harris Beach LLP
23.1.......Consent of Harris Beach LLP (contained in the opinion filed as
Exhibit 5.1)
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 hereunto duly authorized.
ELECTRIC FUEL CORPORATION
(Registrant)
By: /s/ Robert S. Ehrlich
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Name: Robert S. Ehrlich
Title: Chairman of the Board and
Chief Financial Officer
Dated: December 4, 2001
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EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit
Number Description
------ -----------
4.1.......Securities Purchase Agreement dated as of December 4, 2001
5.1.......Legal Opinion of Harris Beach LLP
23.1.......Consent of Harris Beach LLP (contained in the opinion filed as Exhibit 5.1)