As filed with the Securities and Exchange Commission on October 11, 2005
Registration No. 333-124961 
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
AROTECH CORPORATION
(Exact name of Registrant as specified in its charter) 
 
 
Delaware
(State or other jurisdiction of incorporation or organization)
  
95-4302784
(I.R.S. Employer Identification No.)
     
 
 Arotech Corporation
354 Industry Drive
Auburn, Alabama 36832
Tel: (334) 502-9001 Fax: (334) 502-3008
(Address, including ZIP code, and telephone number, including
area code, of Registrant’s principal executive offices)
  
 
Leland Nall
354 Industry Drive
Auburn, Alabama 36832
Tel: (334) 502-9001 Fax: (334) 502-3008
(Address, including ZIP code, and telephone number,
including area code, of agent for service)
 
 

Copies of all communications, including communications sent to the agent for service, to:
 
Steven M. Skolnick, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
Tel: (973) 597-2500 Fax: (973) 597-2400
AND
Yaakov Har-Oz, Adv.
Arotech Corporation
Western Industrial Zone
Beit Shemesh 99000, Israel
Tel: +(972-2) 990-6623 Fax: +(972-2) 990-6688

 

 

EXPLANATORY NOTE
 
Arotech Corporation hereby amends its Registration Statement on Form S-3 (No. 333-124961) (the “Registration Statement”) relating to the registration for resale of 8,264,463 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), by filing this Post-Effective Amendment No. 1 (this “Amendment”). The Shares are being offered by two former shareholders of FAAC Incorporated (“FAAC”) as part of the earnout consideration for Arotech’s purchase of FAAC. The Registration Statement was declared effective on August 23, 2005. The selling stockholders have terminated the offering of the Shares. This Amendment is being filed to deregister the shares of Common Stock that remain unsold under the Registration Statement. Accordingly, Arotech hereby deregisters 4,784,999 shares of Common Stock.

 


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Auburn, State of Alabama, on this 10th day of October, 2005.
 
     
  AROTECH CORPORATION
 
 		  
 		  
 
  By:   /s/ Robert S. Ehrlich
 
Name: Robert S. Ehrlich
  Title: Chairman, President and Chief Executive Officer
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this registration statement or amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
Title
Date
     
 
/s/ Robert S. Ehrlich 
Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)
October 10, 2005
Robert S. Ehrlich
 		    
 
* 
Vice President - Finance and Chief Financial Officer
(Principal Financial Officer)
October 10, 2005
Avihai Shen
 		    
 
* 
Controller
(Principal Accounting Officer)
October 10, 2005
Danny Waldner
 		    
 
* 
Executive Vice President, Chief Operating Officer
and Director
October 10, 2005
Steven Esses
 		    
 
* 
Director
October 10, 2005
Dr. Jay M. Eastman
 		    
 
* 
Director
October 10, 2005
Lawrence M. Miller
 		    
 
* 
Director
October 10, 2005
Jack E. Rosenfeld
 		    
 
Director
October __, 2005
Seymour Jones
 		    
 
* 
Director
October 10, 2005
Edward J. Borey
 		    
     
*By: /s/ Robert S. Ehrlich 
    
Robert S. Ehrlich, Attorney-In-Fact
  
October 10, 2005