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): September 10, 2008
(Exact
name of registrant as specified in its charter)
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Delaware
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333-100979
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27-0016420
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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19
W.
34th Street, Suite 1008, New York, NY 10001
(Address
of principal executive offices) (zip code)
(212)
937-3580
(Registrant's
telephone number, including area code)
Copies
to:
Marc
J.
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
(i)
On
February 28, 2008, we entered into an agreement for the issue and sale of shares
in Lapis Technologies, Inc. and the transfer of shares of Star Night
Technologies Ltd. to us (the “Lapis SPA”), with Harry Mund and Mordechai Solomon
(the “Investor”). Mr. Mund is our chief executive officer, director and majority
stockholder.
(ii)
In
connection with the Lapis SPA, on February 28, 2008, our indirect wholly owned
subsidiary, Enertec Management Ltd. (“Enertec Management”) (which we own through
our direct wholly owned subsidiary Enertec Electronics Ltd.), entered into
an
agreement (the “Systems SPA”) for the sale and purchase of Enertec Systems 2001
Ltd., with Harry Mund and S.D.S. (Star Defense Systems) Ltd., a company that
trades on the Tel Aviv Stock Exchange (“S.D.S.”) whose majority stockholder is
Mordechai Solomon.
(iii)
In
connection with the Lapis SPA and the Systems SPA, we also entered into, on
February 28, 2008, an agreement with Mund Holdings Ltd., a company owned by
Harry Mund, for the sale of the entire issued and outstanding share capital
of
Enertec Electronics Ltd. (the “Electronics SPA”).
The
Investor, on behalf of himself and SDS, has verbally informed the Company and
Enertec Management that the Investor and SDS will not complete the transactions
contemplated by the
Lapis
SPA and the Systems SPA. The latter is evidenced by a report filed by SDS with
the Tel Aviv Stock Exchange on September 10, 2008, to inform that it cancels
the
assembly of its general meeting scheduled for September 11, 2008 (the "Report").
According to the Report, the assembly was cancelled pursuant to Mordechai
Solomon's, a controlling shareholder in SDS, notice to SDS that the transactions
contemplated by the Lapis SPA (and, as a result, the transactions contemplated
by the Systems SPA) will not be completed.
Because
the transactions contemplated by the Lapis SPA and the Systems SPA will not
be
completed, the Company will also not complete the transactions contemplated
by
the Electronics SPA.
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.
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Lapis
Technologies, Inc. |
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| Date: December
8, 2008 |
By: |
/s/ Harry
Mund |
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Name:
Harry Mund |
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Title:
Chief Executive Officer |