F-3/A 1 zk2126504.htm F-3/A
Registration No. 333-258935

As filed with the Securities and Exchange Commission on August 24, 2021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

  Amendment No. 1
to 
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


RADA ELECTRONIC INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)

Israel
      
Not Applicable
(State or other jurisdiction of
incorporation or organization)
      
(I.R.S. Employer
Identification No.)

7 Giborei Israel Street
Netanya 4250407, Israel
Tel: + 972-76-538-6200
(Address, including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)

RADA Sensors Inc.
20300 Seneca Meadows Parkway
Suite 310
Germantown, MD 20876
Tel: 240-423-1860
(Name, address, including zip code, and telephone number, including area code of agent for service)


Copies of all Correspondence to:

Steven J. Glusband, Esq.
Guy Ben Ami, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY 10005
Tel: 212-238-8605
Fax: 212-732-3232
  
Sarit Molcho, Adv.
S. Friedman & Co., Advocates
Azrieli Town
146 Begin Road
Tel Aviv 6492103 Israel
Tel: +972-3-6931931
Fax: +972-3-6931930


Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

EXPALANATORY NOTE

RADA Electronic Industries Ltd. is filing this Amendment No. 1 to its registration statement on Form F-3 (File No. 333-258935) to amend the Exhibit Index.  Accordingly, this amendment consists only of the cover page, this explanatory note, Item 9 of Part II of the Registration Statement, and the signature page to the Registration Statement.  The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 9. EXHIBITS

See the Exhibit Index on the page immediately  following the signatures for a list of exhibits filed as part of this registration statement on Form F-3/A, which Exhibit Index is incorporated herein by reference.

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 Amendment No. 1 to Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Netanya, Israel, on August 24, 2021.

 
RADA ELECTRONIC INDUSTRIES LTD.
  
       
 
By:
/s/Dov Sella
  
   
Name: Dov Sella
  
   
Title: Chief Executive Officer
  

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed in Netanya, Israel below on August 24, 2021 by or on behalf of the following persons in the capacities and on the dates indicated.

 
Title
/s/Dov Sella
Dov Sella
Chief Executive Officer
(Principal Executive Officer)
   
/s/Avi Israel
Avi Israel
Chief Financial Officer
(Principal Financial and Accounting Officer)
   
      *                                  
Yossi Ben Shalom
 
Executive Chairman of the Board of Directors 
      *                                  
Director
Joseph Weiss
  
   
      *                                  
Tal Misch
 
External Director
      *                                  
External Director
Elan Sigal

 
      *                                  
Prof. Alon Dumanis
 
Director
   
      *                                  
Guy Zur
Director

*By:
/s/Avi Israel
 
 
Avi Israel
 
 
Attorney-in-Fact
  

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of RADA Electronic Industries Ltd., on August 24, 2021.

RADA Sensors Inc.

By: /s/Max Cohen
Name: Max Cohen
Title: Chief Executive Officer


EXHIBITS

Exhibit
Number
  
 Description
 
  
 
 
 
 
 
4.4
 
4.5
 
4.6
 
4.7
 
  
 
Form of Warrant and/or Warrant Certificate (4)
 
Form of Debt Security (4)
 
Form of Subscription Right Agreement (including form of Right Certificate) (4)
 
Form of Unit Certificate (4)
 
 
  
 
 
 
 
 
 
 
 
 
 
 
25.1
  
 
Statement of Eligibility of Trustee under Indenture (6)
_______________________
•       Previously filed.

(1)
Filed as Exhibit 1.1 to our Annual Report on Form 20-F for the year ended December 31, 2019 and incorporated herein by reference.
(2)
Filed as Annex A to our Proxy Statement on Form 6-K furnished on April 4, 2016 and incorporated herein by reference
(3)
Filed as Exhibit 2.1 to our Annual Report on Form 20-F for the year ended December 31, 2016 and incorporated herein by reference.
(4)
Incorporated by references, if necessary, to a corresponding exhibit to a Current Report on Form 6-K in connection with an offering of securities.
(5)
Incorporated by reference to Exhibit 4.4 of Registration Statement on Form F-3/A RS No.333-252015, dated January 19, 2021.
(6)
Where applicable, to be incorporated by reference to a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.