6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of march 2004

ROBOGROUP T.E.K. LTD.
(Name of Registrant)


Rechov Hamelacha 13, Afeq Industrial Estate, Rosh HaAyin 48091 Israel
(Address of Principal Executive Office)

             Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

             Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):______

             Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):______

             Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

             If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______



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.

ROBOGROUP T.E.K. LTD.
(Registrant)


By: /s/ Haim Schleifer
———————————
Haim Schleifer
General Manager

Date:   march 31, 2004



 

PERIODIC REPORT
FOR THE YEAR 2003

 

(As required in accordance with the Israel Securities Act, 1968)

 



 

PERIODIC REPORT FOR THE YEAR 2003

   
Name of Company: RoboGroup T.E.K. Ltd.
   
Company Reg. No.: 52-003498-4
   
Address: 13 Hamelacha Street, Afeq Industrial Park, Rosh Ha’Ayin 48091, Israel
(Regulation 25A)
   
Tel: 03-9004111
(Regulation 25A)
   
Fax: 03-9030994
(Regulation 25A)
   
Balance Sheet Date: December 31, 2003
(Regulation 9)
   
Report Date: March 30, 2004
   
REGULATION 9: FINANCIAL REPORTS
   
  The Annual Financial Statements of the Company dated December 31, 2003 are attached to the periodic report.
   
REGULATION 10: DIRECTORS’ REPORT ON THE STATE OF THE COMPANY
   
  The Directors’ Report is attached to the Financial Statements.
   
REGULATION 10A: SUMMARY OF THE QUARTERLY PROFIT AND LOSS STATEMENTS
   
  Summary of the Profit and Loss Statements of the Company are attached to the Directors’ Report.
   
REGULATION 10C: USE OF THE PROCEEDS OF THE SECURITY ISSUE WITH RESPECT TO THE PROSPECTUS
   
  None.
   
Page 1
 

 
REGULATION 11: LIST OF INVESTMENTS IN SUBSIDIARIES AND IN RELATED COMPANIES AS OF BALANCE SHEET DATE
 
COMPANY NAME * TYPE OF
SHARE
NO. OF
SHARES
TOTAL
AMOUNT
OF PAR
VALUE
COST
ADJUSTED
AS OF
31.12.03
NIS (K)
BALANCE
SHEET
VALUE
ADJUSTED
AS OF
31.12.03
NIS (K)
% HOLDING
IN CAPITAL,
% OF VOTING
POWER AND
RIGHT TO
APPOINT
DIRECTORS
BALANCE OF
LOANS TO
SUBSIDIARIES
AS OF
31.12.03
NIS (K) (**)
Intelitek Inc. Reg. US$ 100 500   US$ 50,000 11,480 3,794 100% 5,937
Eshed Robotec B.V. Reg. HFL 1000 40   HFL 40,000 107 (690) 100% -
Robotec Technologies Ltd. Reg. NIS 1.00 (1)101   NIS 101 133 (130) 100% 1,069
Robotec Industries Ltd. Reg. NIS 1.00 (2)99   NIS 99 - - 100% -
Computras
Computerized
Training Systems Ltd.
Reg. NIS 0.001
Voting NIS 0.001
Def. NIS 0.001
12,600
200
4,375
  NIS 12.6
  NIS 0.2
  NIS 4.375
1,882 (1,538) 100% -
Computras Marketing
Training Systems
(1988) Ltd.
Reg. NIS 1.00
Mgmt. NIS 1.00
100
100
  NIS 100
  NIS 100
478 689 100% -
Yaskawa Eshed
Technology Ltd.
Reg. NIS 1.00 3,000   NIS 3,000 4,071 9,671 50% -
YET US Inc. Reg. US$0.01 100   US$ 1 - - 50% -
MemCall Ltd. Reg. NIS 1.00 200   NIS 200 - - 78% 9,639
MemCall LLC. Participation units 1,248,000 - - (18,955) 78% 9,474
MemCall Inc. Reg. US$ 0.01 10,000   US$ 100 - - 78% -
Intelitek training
systems (1989) Ltd.
Mgmt. NIS 10
Reg. NIS 10
8
169
  NIS 80
  NIS 1,690
239 (205) 100% -
   
(1) One share is held in trust.
(2) One additional share held by Robotec Technologies Ltd.
   
(*) All the shares of the subsidiary companies are not traded on a Stock Exchange.
(**) The loans granted to the subsidiaries by the Company are as follows:
a. A loan to Memcall LLC. is linked to the consumer price index.
   
b. A loan to Robotec Technologies Ltd., is carrying interest rate charged by Bank Mercantile Discount Ltd. on “on-call” loans - whichever is higher.
c. A loan to Intelitek Inc., is in US$ rate.
   
Page 2
   

   
REGULATION 12: CHANGES IN INVESTMENTS IN SUBSIDIARIES AND RELATED COMPANIES DURING THE PERIOD OF THE REPORT
   
DATE OF
CHANGE
ESSENCE OF THE
CHANGE
COMPANY
NAME
TYPE OF
SHARES

TOTAL
AMOUNT OF
PAR VALUE


NOMINAL
COST
(NIS) (K)

ADJUSTED
COST
(NIS) (K)
1.7.2003 Company registration YET US Inc. Common par value $0.01 US$1 - -
   
REGULATION 13: INCOME OF SUBSIDIARIES AND RELATED COMPANIES AND INCOME OF THE CORPORATION RECEIVED FROM THEM TO BALANCE SHEET DATE
   
COMPANY NAME PROFIT
(LOSS)
BEFORE
TAX
(NIS) (K)
PROFIT
(LOSS)
AFTER
TAX
(NIS) (K)
THE
COMPANY’S
SHARE IN
PROFIT
(LOSS) AFTER
TAX
(NIS) (K)
DIVIDENDS
UNTIL 31.12.03
MGMT FEES
ADJUSTED
UNTIL31.12.03
(NIS) (K)
INTEREST
ADJUSTED UNTIL
31.12.03 (NIS)
INTEREST, DIVIDENDS
MGMT FEES
TILL 28.3.04
Intelitek Inc. (3,314) (3,314) (3,047) - - - -
Eshed Robotec B.V. (218) (218) (218) - - - -
Robotec Technologies Ltd. (310) (448) (448) - - 52 -
Robotec Industries Ltd. - - - - - - -
Computras Computerized Training Systems Ltd. 5 5 5 - - - -
Computras Marketing Training Systems (1988) Ltd. (18) (18) (18) - - - -
Yaskawa Eshed Technology Ltd. (1,906) (1,544) (875) - 228 - -
YET US Inc. - - -        
MemCall Ltd. - - - - - - -
MemCall LLC. 5,333 (5,333) (5,333) - - - -
MemCall Inc. - - - - - - -
Intelitek training systems (1989) Ltd. 73 73 73 - - - -
 
Page 3
 

   
REGULATION 14: LIST OF LOAN BALANCES GIVEN TO DATE OF BALANCE SHEET, IF PROVIDING LOANS IS ONE OF THE MAIN FUNCTIONS OF THE CORPORATION
   
  Provision of loans is not one of the Company’s main functions.
   
REGULATION 20: TRADING ON THE TEL AVIV STOCK EXCHANGE - SECURITIES REGISTERED FOR TRADE - TIMES AND REASONS FOR HALTING TRADE
   
  In the year of the report 13,200 ordinary shares, par value NIS 0.5 were registered for trading, following the exercise of options that were issued to employees of the Company and its subsidiaries pursuant to the Company’s employee stock option plan of 1998.
   
  During the reported period there has been no halt in trading on the Tel Aviv Stock Exchange.
   
REGULATION 21: PAYMENT TO SENIOR OFFICERS (NIS K)
  1.   Chief Executive Officer    810
  2.   Managing Director 1,014
  3.   Managing Director    899
  4.   General Manager of a business sector    519
  5.   General Manager of a business sector    503
     
REGULATION 22: SALARIES AND BENEFITS
   
  The salaries of the directors and the expenses associated with them (which do not exceed the normal) which were paid or which incurred a liability to pay for the year 2003 (adjusted) were NIS 2,937 thousand.
   
REGULATION 24: SHARES AND CONVERTIBLE SECURITIES HELD BY INTERESTED PARTIES IN THE CORPORATION, IN THE SUBSIDIARIES, OR IN RELATED COMPANIES CLOSE TO THE DATE OF THE REPORT
INTERESTED PARTY I.D. NO. -
COMPANY REG.
NO.
TYPE OF
SECURITY
SECURITY NO.
IN THE TEL
AVIV STOCK EXCHANGE(2)
NO. OF SHARES
HELD ON
MARCH 28, 2003
% HELD IN
CAPITAL,
VOTING AND
RIGHT TO
APPOINT
DIRECTORS
Arie Kraus (4)(5) 053919072 Reg. NIS 0.5 0266015 721,354(6) 6.4%
Noam Kra-Oz(4)(5) 052240322 Reg. NIS 0.5 0266015 688,145(6) 6.1%
Gideon Missulawin 05924886(3) Reg. NIS 0.5 0266015 702,362 6.2%
Rafael Aravot(5) 052294170 Reg. NIS 0.5 0266015 878,042 7.8%
Menachem Zenziper(5) 007517949 Reg. NIS 0.5 0266015 1,227,960 10.1%
Haim Schleifer 052052040 Reg. NIS 0.5 0266015 701,412 6.2%
David Israel Rosen(5) 101939594(3) Reg. NIS 0.5 0266015 900,200 8.0%
   
(2) A part of the shares held by interested parties are traded over the counter in the United States.
(3) Passport number.
(4) Mr. Arie Kraus and Mr. Noam Kra-Oz are brothers.
(5) Holdings together with family member.
(6) Mr. Arie Kraus and Mr. Noam Kra-oz hold together 3,273 shares.
 
Page 4
 

   
Remarks:
1. On March 13, 2003, 1,270,000 registered options were allotted to directors and to the trustee for directors and employees of the Company and its subsidiaries. The options may be exercised into 1,270,000 ordinary registered shares of par value NIS 0.5 of the Company in consideration of a cash payment (per option) of the average market value of the share for the last 30 days prior to issuance of the option, and in accordance with the terms of and on the dates determined in the stock option plan for employees and directors. The plan was approved by the Company’s general shareholders meeting on December 17, 2002. The directors of the Company hold options under the said plans as follows:
   
Director’s name Number of options Holdings after full
dilution*
Percentage of holdings
after full dilution*
Rafael Aravot 90,000  968,042  7.7%
Haim Schleifer 90,000  791,412  6.3%
Noam Kra-Oz 90,000  778,145  6.2%
Gideon Missulawin 50,000  752,362  6.0%
Menachem Zenziper 50,000  1,277,960  10.1%
Arie Kraus 50,000  771,354  6.1%
Tami Gottlieb 50,000  50,000  0.4%
Amiram Dagan 50,000  50,000  0.4%
Alex Tal 50,000  50,000  0.4%
   
  * In this respect, “full dilution” means assuming that 53,000 options which were allotted to a trustee under the 1998 stock option plan for employees of the Company and its subsidiaries, that have not been exercised as of the date of this report; 12,500 options allotted in 2001 to an interested party in the company; and 1,270,000 options allotted pursuant to the 2003 stock option plan for directors and employees, are all exercised.
2. The aforesaid interested parties do not hold shares and/or convertible securities of the Company’s subsidiaries.
3. The Company holds 494,321 of its own shares.
   
REGULATION 26: THE COMPANY DIRECTORS
   
 1.  
1. Name: RAFAEL ARAVOT - I.D. No. 052294170
2. Date of Birth: 1954
3. Address: 9, Oranim Street, Ramat Ilan, Givat Shmuel
4. Citizenship: Israeli
5. Membership in Directors Committees: Financial committee and MemCall committee.
6. Outside Director: No
7. Whether employed by the Company, subsidiaries, related companies or interested party: Yes
8. Date appointed to Board of Directors: 9.22.1982
9. Education and duties in the previous five years as well as additional companies in which he serves as director:
Graduate in Mechanical Engineering. Master’s in Business Administration Managing Director of the Company. Starting February 2001, Chief Executive Officer of the Company and Chairman of the Company’s Board of Directors.
Director of Yaskawa Eshed Technology Ltd; Director of MemCall Ltd. and MemCall LLC.
10. Family relationship to an interested party in the Company: No
 
Page 5
 

 
 2.
1. Name: ACHINOAM KRA-OZ I.D. No. 052240322
2. Date of Birth: 1954
3. Address: 80 Herzl Street, Raanana
4. Citizenship: Israeli
5. Membership in Directors Committees: No
6. Outside Director: No
7. Whether employed by the Company, subsidiaries, related companies or interested party: Yes
8. Date appointed to Directorship: 12.12.1983
9. Education and duties in the previous five years as well as additional companies in which he serves as director:
Graduate in Pharmacy. Joint Managing Director - Marketing of the Company. Starting February 2001 a Managing Director of the Company; Director of Intelitek Inc., Director of Yaskawa Eshed Technology Ltd, Director of Computras Computerized Training Systems Ltd., and Computras Marketing Training Systems (1988) Ltd., Director of Robotec Technologies Ltd., Director of Eshed Robotec B.V.
10. Family relationship to an interested party in the Company: Yes - brother of Arie Kraus
 
 3.
1. Name: HAIM SCHLEIFER - I.D. No. 052052040
2. Date of Birth: 1954
3. Address: 40 Ha-histadrut Street, Herzlia
4. Citizenship: Israeli
5. Membership in Directors Committees: Member of the MemCall committee.
6. Outside Director: No
7. Whether employed by the Company, subsidiaries, related companies or interested party: Yes
8. Date appointed to Directorship: 9.22.1982
9. Education and duties in the previous five years as well as additional companies in which he serves as director:
Graduate in Electronics Engineering. Master’s Degree in Business Administration.
Joint Managing Director R&D and Pedagogical Dept of the Company, starting February 2001 Managing Director of the Company, Director of Eshed Robotec B.V., Director of MemCall Ltd. and of MemCall LLC.
10. Family relationship to an interested party in the Company: No
 
 4.
1. Name: GIDEON MISSULAWIN Passport No. 405924886
2. Date of Birth: 1940
3. Address: 20A Shpinoza Street, Ra’anana
4. Citizenship: South African
5. Membership in Directors Committees: Member of the financial committee
6. Outside Director: No
7. Whether employed by the Company, subsidiaries, related companies or interested party: No
8. Date appointed to Directorship: 12.12.1983
9. Education and duties in the previous five years as well as additional companies in which he serves as director:
Graduate in Chemical Engineering, Master’s Degree in Business Administration.
Until February 2001 Active Chairman of the Company’s Board, Director in Vernon Investments Company Ltd., Director in NewCorp. Ltd. and a number of foreign companies, mainly in South Africa, some of which are family companies
10. Family relationship to an interested party in the Company: No
 
Page 6
 

 
 5.
1. Name: MENACHEM ZENZIPER I.D. No. 007517949
2. Date of Birth: 1944
3. Address: 40 Yehuda Hanassi Street, Tel Aviv
4. Citizenship: Israeli
5. Membership in Directors Committees: Member of the financial committee
6. Outside Director: No
7. Whether employed by the Company, subsidiaries, related companies or interested party: No
8. Date appointed to Directorship: 12.12.1983
9. Education and duties in the previous five years as well as additional companies in which he serves as director:
Graduate in Industrial Engineering and Management. Master’s Degree in Management Science.
Financial Director of the Company, Director of Zenziper Company for Import of Grain and Fodder Ltd.
10. Family relationship to an interested party in the Company: No
 
 6.
1. Name: ARIE KRAUS I.D. No. 053919072
2. Date of Birth: 1956
3. Address: 62 Pinkas Street, Tel Aviv
4. Citizenship: Israeli
5. Membership in Directors Committees: Member of the MemCall Committee.
6. Outside Director: No
7. Whether employed by the Company, subsidiaries, related companies or interested party: No
8. Date appointed to Directorship: 12.12.1983
9. Education and duties in the previous five years as well as additional companies in which he serves as director:
Graduate in Production Engineering .Formerly – coordinator of the Company’s building project. Up to 1997 Manager at Shivrug Ltd. Director of MemCall Ltd. and MemCall LLC.
10. Family relationship to an interested party in the Company: Brother of Ahinoam Kra-Oz
 
 7.
1. Name: ALEX TAL I.D. No. 67165803
2. Date of Birth: 1946
3. Address: 30 Ha’hagana Street, Herzeliya.
4. Citizenship: Israeli
5. Membership in Directors Committees: Member of the audit committee.
6. Outside Director: No
7. Whether employed by the Company, subsidiaries, related companies or interested party: No
8. Date appointed to Directorship: 1.15.2001
9. Education and duties in the previous five years as well as additional companies in which he serves as director:
Until January 2000 – Commander of Israel Navy . Formerly the manager of the business enterprise sector of the Company. Also serves as a director in several companies, Marine & oceanography advisor at Elul company and V.P Marine & Oceanography of Athena company
10. Family relationship to an interested party in the Company: No
 
 8.
1. Name: TAMI GOTTLIEB I.D. No. 54584198
2. Date of Birth: 1957
3. Address: 10 Hasharon St, Raanana
4. Citizenship: Israeli
5. Membership in Directors Committees: Member of audit committee and financial committee
6. Outside Director: Yes
7. Whether employed by the Company, subsidiaries, related companies or interested party: No
8. Date appointed to Directorship: 2.28.2002
9. Education and duties in the previous five years as well as additional companies in which she serves as director:
Graduate in International Relations of the Hebrew University in Jerusalem; Master in Economics from the University of Indiana, USA; Manager in Investec Clali – Management and Underwriting Ltd.; Independent business development, investment banking and financial consultant; Director of Baran group LTD. , “Dan” Public Transportation Ltd, Credit Information Association Ltd., Leasing Building Company Ltd., Carmel Investments Group ltd., Director of Emilia Development Ltd., T.R.A. Radio Tel Aviv Ltd., Incredimail Ltd, The company for management of the provident funds of Discount Mercantile Bank.
10. Family relationship to an interested party in the Company: No
 
Page 7
 

 
 9.
1. Name: AMIRAM DAGAN I.D. No. 52731510
2. Date of Birth: 1954
3. Address: 40, Ha’Arbel St, Alfei Menashe
4. Citizenship: Israeli
5. Membership in Directors Committees: Member of Audit Committee
6. Outside Director: Yes
7. Whether employed by the Company, subsidiaries, related companies or interested party: No
8. Date appointed to Directorship: 2.28.2002
9. Education and duties in the previous five years as well as additional companies in which he serves as director:
Graduate of the Technion in Haifa , Master in Political Science and National Security from the University of Haifa, Master in Business Administration from Tel Aviv University. Was commander of Israel Air Force Systems Department, Vice President in Nice Systems Ltd., Presently – V.P. for Development and Operation of the Hetz Hakesef Company.
10. Family relationship to an interested party in the Company: No
   
REGULATION 26A: SENIOR OFFICER OF THE CORPORATION (NOT INCLUDED IN RULE 26)
   
(1) Name: MOSHE TUR-NER - I.D. No. 051638708
  Date of Birth: 1952
  Job Function: Vice President.
  Job Function in subsidiary company or interested party: Director of Robotec Technologies Ltd. and Computras Computerized Training Systems Ltd.
  Not related to any other officer or interested party.
  Education: Master’s Degree in Business Administration.
  Experience: From 2000 until April 2003 - Joint General Manager of the Education Sector of the Company; From February 1995 until April 2000 – General Manager of Robotec Technologies Ltd.
1994 – General Manager of the Elbit subsidiary Elbit ATI
  Appointed as Vice President: May 2003.

(2) Name: JOSEF BIRAN - I.D. No. 008767402
  Date of Birth: 1946
  Job Function: General Manager of the subsidiary Yaskawa Eshed Technology Ltd.
  Job Function in subsidiary company or interested party: General Manager of the subsidiary Yaskawa Eshed Technology Ltd.
  Not related to any other officer or interested party.
  Education: Graduate in Mechanical Engineering, Master of Business Administration.
  Experience: Until 12.31.96 – Vice President R&D and Operations of the Company.
  Appointed General Manager of Yaskawa Eshed Technology Ltd – 12.31.1996.

(3) Name: URI SELA I.D. No. 51832533
  Date of Birth: 1953
  Job Function: Vice President of Sales and Marketing.
  Job Function in subsidiary company or interested party:-
  Not related to any other officer or interested party.
  Education: Graduate in Psychology, Master in Business Administration.
  Experience: VP marketing of Writ Technologies, VP Marketing of Mobile Economy.
  Appointed Vice President of Sales and Marketing.: 8.1.2003
 
Page 8
 


(4) Name: HANAN EIBUSHITZ - I.D. No. 5407473
  Date of Birth: 1956
  Job Function: Chief Financial Officer
  Job Function in subsidiary company or interested party: CFO of the company and all of its subsidiaries
  Not related to any other officer or interested party.
  Education: Graduate in Industrial Engineering and Management, Master of Business Administration
  Experience: VP Finance of Elbit Vision Systems
  Appointed CFO: 11.25.2002

(5) Name: YEHUDA COHEN - I.D. No. 28649952
  Date of Birth: 1971
  Job Function: Financial Controller
  Job Function in subsidiary company or interested party: Financial Controller of the company and all of its subsidiaries
  Not related to any other officer or interested party.
  Education: Graduate in Economics and Accountants, Master of Business Administration.
  Experience: Financial Manager of Life Person Israel., CPA in Ziv – Hefat Accountant firm.
  Appointed Financial Controller: 12.1.2003

(4) Name: JOSEPH GINOSSAR- I.D. No. 55377071
  Date of Birth: 1958
  Job Function: Internal Audior
  Job Function in subsidiary company or interested party: None.
  Not related to any other officer or interested party.
  Education: Graduate in Economics and Accountants, Master of Business Administration.
  Experience: Managing Partner of Fahn Kanne Control Management LTD.
  Appointed Internal Controller: 1.5.2004

(5) Name: OPHRA LEVY-MILDWORTH I.D. No. 023872807
  Date of Birth: 1968
  Job Function: Legal Counsel and Company’s Secretary
  Job Function in subsidiary company or interested party: Legal Counsel and Secretary of the company and all its subsidiaries.
  Not related to any other officer or interested party.
  Education: Graduate in Law and Economics
  Experience: Associate in the law firm of Lahav, Litvak-Abadi & Co.
  Date appointed Legal Counsel and Company Secretary: 2.15.2001

Page 9


   
REGULATION 27: COMPANY ACCOUNTANTS
  Chaikin, Cohen, Rubin and Gilboa, Kiryat Atidim, Building 4, Tel Aviv.
   
REGULATION 29: DIRECTORS’ RECOMMENDATIONS AND RESOLUTIONS...
   
REGULATION 29A:            DIRECTORS’ RECOMMENDATIONS AND RESOLUTIONS....
   
Date: March 30, 2004   RoboGroup T.E.K. Ltd.
   
   
   
SIGNATORY FUNCTION
   
1. RAFAEL ARAVOT CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER

___________________
   
2. HAIM SCHLEIFER JOINT MANAGING DIRECTOR
AND DIRECTOR

___________________
     
Page 10