UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES PURSUANT
TO SECTION 12(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-09274
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CARMEL CONTAINER SYSTEMS LTD.
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(Translation of registrant's name into English)
2 CHALAMISH STREET, CAESAREA INDUSTRIAL PARK, CAESAREA, ISRAEL 38900
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(Address of principal executive office)
Securities to be withdrawn pursuant to Section 12(d) of the Securities Exchange
Act of 1934:
Name of each Exchange on which
Title of each class to be so withdrawn class is to be withdrawn
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ORDINARY SHARES, NIS 1.0 PAR VALUE PER SHARE AMERICAN STOCK EXCHANGE
Carmel Container Systems Ltd., an Israeli corporation (the
"Registrant"), hereby makes an application pursuant to Section 12(d) of the
Securities Exchange Act of 1934 (the "Act") and Rule 12d2-2(d) and (e)
promulgated thereunder to withdraw the Registrant's Ordinary Shares, NIS 1.0 par
value per share (the "Securities"), from listing on the American Stock Exchange
(the "Exchange") and registration under the Act.
The Board of Directors of the Registrant approved a resolution on
November 7, 2004 to withdraw the Securities from listing on the American Stock
Exchange. The reasons for such action are set forth in the certified copy of
such resolutions attached hereto as Exhibit A.
The Registrant has met the requirement of Rule 18 of the Exchange by
complying with all applicable laws in effect in Israel, in which it is
incorporated, and by filing with the Exchange a written notice of its intention
to voluntarily withdraw the Securities from listing and registration as set
forth in Exhibit B to this application.
The Registrant hereby requests that the Commission's order granting
this application be effective as soon as possible.
On the date hereof, the Registrant is also filing a Form 15 with the
Commission for termination of the registration of the Securities under Section
12(g) of the Act.
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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, thereunto duly authorized.
CARMEL CONTAINER SYSTEMS LTD.
Date: November 30, 2004 By /s/ Doron Kempler
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Name: Doron Kempler
Title: General Manager
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Exhibit A
OFFICER'S CERTIFICATE AS TO INCUMBENCY AND
CORPORATE AUTHORIZATION
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The undersigned certifies that he is the duly elected Chief
Financial Officer of Carmel Container Systems, Ltd., an Israeli corporation (the
"Company"), and that, as such, he is authorized to execute this Certificate on
behalf of the Company, and that attached hereto as Exhibit I is a true and
correct copy of the resolutions duly adopted by the Board of Directors of the
Company at a meeting held on November 7, 2004, and that said resolutions have
not been altered, amended, rescinded or repealed and are in full force and
effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
November 2004.
/s/ Doron Kempler
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Name: Doron Kempler
Title: General Manager
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Exhibit I
CARMEL CONTAINER SYSTEMS LTD.
MEETING OF THE BOARD OF DIRECTORS
HELD ON NOVEMBER 7, 2004
AT THE OFFICES OF THE COMPANY IN CAESAREA, ISRAEL
PRESENT: A legal quorum.
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AGENDA: The de-registration of the Company's Ordinary Shares (the
------ "Securities") from registration under the Securities
Exchange Act of 1934 (the "Act") and the de-listing of the
Securities from trading on the American Stock Exchange
("Amex").
ELECTED CHAIRMAN: Mr. R. Karelitz took the chair.
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RESOLUTION: In view of the limited number of holders of, and the
---------- exceptionally low trading volume in, the Securities, the
Board of Directors examined the benefits of the Securities
being listed on the Amex and registered under the Act
against the burdens inherent in continuing to be so listed
and registered (including, for example, the necessity of
satisfying reporting obligations and Sarbanes-Oxley Act
requirements). After discussion, it was resolved, by a
majority of the Board of Directors, to de-list the
Securities from trading on the Amex and to de-register the
Securities under the Act; and further, it was resolved, that
the Company take all steps necessary to carry out this
Resolution.
/s/ Richard Karelitz
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Richard Karelitz
Chairman
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Exhibit B
Carmel Container Systems Ltd.
2 Chalamish Street
Caesaria Industrial Park
Israel
November 17, 2004
VIA FACSIMILE - (212) 306-5359
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The American Stock Exchange LLC
86 Trinity Place
New York, NY 10006
Attn: Michael Fleming, Listing Qualifications
Dear Mr. Fleming:
In view of the limited number of holders of our Ordinary Shares, NIS
1.0 par value per share (the "Securities"), and the exceptionally low trading
volume in the Securities for many years, the Company's Board has concluded that
the benefits of continuing to be registered and listed are substantially
outweighed by the burdens inherent in continuing to be so registered and listed
(including, for example, the necessity of satisfying reporting obligations and
Sarbanes-Oxley Act requirements). Accordingly, we wish to voluntarily withdraw
the Securities from listing on the American Stock Exchange.
Attached hereto are copies of the Board of Directors resolution
authorizing the de-listing of the Securities and a draft press release.
It is our intention to issue such press release on November, 24,
2004 with trading to be suspended at market close on November, 30, 2004.
Please feel free to contact us if you require any
additional information.
Best regards,
/s/ Doron Kempler
Doron Kempler
General Manager
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CARMEL CONTAINER SYSTEMS LTD.
INTENTION TO DE-LIST FROM THE AMERICAN STOCK EXCHANGE
ON NOVEMBER 7, 2004, CARMEL CONTAINER SYSTEMS LTD (THE "COMPANY")
ANNOUNCED THAT THE BOARD OF DIRECTORS OF THE COMPANY VOTED TO AUTHORIZE AND
DIRECT THE COMPANY'S OFFICERS TO PROCEED TO DE-REGISTER THE COMPANY'S ORDINARY
SHARES UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND TO DE-LIST SUCH SHARES FROM
TRADING ON THE AMERICAN STOCK EXCHANGE.
ACCORDINGLY, TRADING OF THE COMPANY'S ORDINARY SHARES ON THE AMERICAN
STOCK EXCHANGE WILL BE SUSPENDED FOLLOWING THE MARKET CLOSE ON NOVEMBER 30,
2004.
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