arotech10ka2-20061231.htm

0000916529-07-000028.txt : 20070613 0000916529-07-000028.hdr.sgml : 20070613 20070613161126 ACCESSION NUMBER: 0000916529-07-000028 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AROTECH CORP CENTRAL INDEX KEY: 0000916529 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 954302784 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23336 FILM NUMBER: 07917623 BUSINESS ADDRESS: STREET 1: 632 BROADWAY STREET 2: STE 1200 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 6466542107 MAIL ADDRESS: STREET 1: 632 BROADWAY STREET 2: SUITE 1200 CITY: NEW YORK STATE: NY ZIP: 10012 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRIC FUEL CORP DATE OF NAME CHANGE: 19931223 10-K/A 1 arotech10ka2-20061231.htm AROTECH FORM 10-K/A (AMENDMENT NO. 2) AMENDING THE AUDITORS REPORT BY ADDING BDO'S CONFORMED SIGNATURE LINE -- F/Y/E 12/31/2006 arotech10ka2-20061231.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006 .

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______.

Commission File Number:

0-23336

AROTECH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		95-4302784
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1229 Oak Valley Drive, Ann Arbor, Michigan		48108
(Address of principal executive offices)		(Zip Code)

(800) 281-0356

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, $0.01 par value		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No T

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No T

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: & #160; Yes T No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer: £ Accelerated filer: £ Non-accelerated filer: T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 0; Yes £ No T

The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant as of June 30, 2006 was approximately $19,309,813 (based on the last sale price of such stock on such date as reported by The Nasdaq National Market and assuming, for the purpose of this calculation only, that all of the registrant’s directors and executive officers are affiliates).

(Applicable only to corporate registrants) Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 11,983,576 as of 3/31/07

Documents incorporated by reference: None

Potential persons who are to respond to the collection of

information contained in this form are not required to respond

unless the form displays a currently valid OMB control number.

EXPLANATORY NOTE

Arotech Corporation is filing this Amendment No. 2 to its Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission on April 17, 2007 and as amended on June 30, 2007, in order to conform the version of the report of BDO Seidman, LLP, Independent Registered Public Accounting Firm, as originally filed, with the signed original report by adding a conformed signature line (“/s/ BDO Seidman, LLP”) at the bottom of the filed report.

The auditor’s opinion letter filed herewith replaces and supersedes the report of BDO Seidman, LLP, Independent Registered Public Accounting Firm, previously filed under Item 8, “Financial Statements and Supplementary Data.”

Additionally, as required by SEC regulations, we are including a new consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm, and we are replacing the Section 302 and Section 906 certifications from Arotech’s Chairman and Chief Executive Officer and Arotech’s Vice President – Finance and Chief Financial Officer.

This document does not contain any other changes from the version of this document previously filed with the Securities and Exchange Commission, as amended.

[LETTERHEAD OF BDO SEIDMAN, LLP] 99 Monroe Ave. NW, Suite 800

Grand Rapids, MI 49503-2698

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Arotech Corporation:

We have audited the accompanying consolidated balance sheet of Arotech Corporation and subsidiaries as of December 31, 2006, and the related consolidated statements of operation, changes in stockholders’ equity and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the index at Item 15(a)2. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Arotech Corporation and subsidiaries as of December 31, 2006, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule presents fairly, in all material respects, the information set forth therein.

/s/ BDO Seidman, LLP

Grand Rapids, Michigan

April 15, 2007

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this amended report:

(3)	Exhibits - The following Exhibits are filed herewith:

Exhibit No.		Description
23.1		Consent of BDO Seidman, LLP
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 13, 2007.

; AROTECH CORPORATION

< /font> By: /s/ Robert S. Ehrlich

Name: Robert S. Ehrlich
Title: Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report 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, Chief Executive Officer and Director (Principal Executive Officer)	June 13, 2007
Robert S. Ehrlich
/s/ Thomas J. Paup	Vice President - Finance (Principal Financial Officer)	June 13, 2007
Thomas J. Paup
/s/ Norman Johnson	Controller (Principal Accounting Officer)	June 13, 2007
Norman Johnson
/s/ Steven Esses	President, Chief Operating Officer and Director	June 13, 2007
Steven Esses
/s/ Jay M. Eastman	Director	June 13, 2007
Dr. Jay M. Eastman
/s/ Lawrence M. Miller	Director	June 13, 2007
Lawrence M. Miller
/s/ Jack E. Rosenfeld	Director	June 13, 2007
Jack E. Rosenfeld
	Director	June __, 2007
Edward J. Borey
/s/ Seymour Jones	Director	June 13, 2007
Seymour Jones

EX-23.1 2 exhibit23-1.htm EXHIBIT 23.1 exhibit23-1.htm

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-95361, 333-33986, 333-37630, 333-45818, 333-49628, 333-59346, 333-63514, 333-99559, 333-99673, 333-106420, 333-110729, 333-112611, 333-124959, 333-124961, 333-128497 and 333-129713), and Form S-8 (Nos. 333-74197, 333-86728 and 333-124960) of our report dated April 15, 2007, relating to the consolidated financial statements and schedule of Arotech Corporation appearing in the Form 10-K for the year ended December 31, 2006, as amended.

/s/ BDO Seidman, LLP

BDO Seidman, LLP

Grand Rapids, Michigan

June 13, 2007

EX-31.1 3 exhibit31-1.htm EXHIBIT 31.1 exhibit31-1.htm

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert S. Ehrlich, certify that:

1. I have reviewed this amended annual report on Form 10-K/A of Arotech Corporation;

2. Based on my knowledge, this amended annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this amended annual report, fairly present in all material respects the financial condition, results of opera-tions and cash flows of the registrant as of, and for, the periods presented in this amended annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintain-ing disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amended annual report is being prepared;

(b)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this amended annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this amended annual report based on such evaluation (the “Evaluation Date”); and

(c)

disclosed in this amended annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of this amended annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 13, 2007

/s/ Robert S. Ehrlich

60; Robert S. Ehrlich, Chairman and CEO

60; (Principal Executive Officer)

-2-

EX-31.2 4 exhibit31-2.htm EXHIBIT 31.2 exhibit31-2.htm

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. Paup, certify that:

1. I have reviewed this amended annual report on Form 10-K/A of Arotech Corporation;

(a)

(b)

(c)

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 13, 2007

/s/ Thomas J. Paup

60; Thomas J. Paup, Vice President - Finance and CFO

60; (Principal Financial Officer)

-2-

EX-32.1 5 exhibit32-1.htm EXHIBIT 32.1 exhibit32-1.htm

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Arotech Corporation (the “Company”) on Form 10-K/A for the year ended December 31, 2006 filed with the Securities and Exchange Commission (the “Report”), I, Robert S. Ehrlich, Chairman and Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert S. Ehrlich

& #160; Robert S. Ehrlich, Chairman and CEO

& #160; (Principal Executive Officer)

Date: June 13, 2007

EX-32.2 6 exhibit32-2.htm EXHIBIT 32.2 exhibit32-2.htm

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Arotech Corporation (the “Company”) on Form 10-K/A for the year ended December 31, 2006 filed with the Securities and Exchange Commission (the “Report”), I, Thomas J. Paup, Vice President - Finance and Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas J. Paup

& #160; Thomas J. Paup, Vice President - Finance and CFO

& #160; (Principal Financial Officer)

Date: June 13, 2007