UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.  20549





FORM 20-F/A


(Amendment No. 1)




o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934





OR





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009





OR





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





OR





o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Date of event requiring this shell company report.............................




For the transition period from ____________ to ______________




Commission file number 000-27974




CIMATRON LTD.


(Exact name of Registrant as specified in its charter)




Israel


(Jurisdiction of incorporation or organization)




11 Gush Etzion St.,


Givat Shmuel 54030, Israel


(Address of principal executive offices)




Ilan Erez


11 Gush Etzion St.,


Givat Shmuel 54030, Israel


Telephone +972-3-531-2060


Facsimile: +972-3-531-2097


(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)




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




Title of each class
Name of each exchange on which registeredOrdinary Shares, par value NIS 0.10 per share
NASDAQ Capital Market











Securities registered or to be registered pursuant to Section 12(g) of the Act: None




Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None




Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the Annual Report:




9,085,288 Ordinary Shares, par value NIS 0.10 per share


Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.




oYes xNo




If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.




oYes xNo




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.




x   YesoNo




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).




x  Not applicable




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.




Large accelerated filer:  o Accelerated filer: o  Non-accelerated filer: x




Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:




x U.S. GAAP
oInternational Financial Reporting Standards as issued by the International Accounting Standards Board
o Other




Indicate by check mark which financial statement item the registrant has elected to follow.




oItem 17 xItem 18




If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





o Yes x No




2




EXPLANATORY NOTE:





This Amendment No. 1 to the Annual Report on Form 20-F (the "Annual Report") of Cimatron Ltd. (“Cimatron”) is being filed with the Securities and Exchange Commission (the “Commission”) for the sole purpose of correcting the beneficial ownership percentage of all of Cimatron's directors and executive officers as a group (9 persons) that appeared in the final row of the beneficial ownership table in Item 7 (Major Shareholders and Related Party Transactions) on page 64 of the Annual Report.  The relevant percentage that appeared in the original Annual Report (filed with the Commission on June 28, 2010)-- 1.2%-- reflected a typographical error and has been replaced with the corrected percentage-- 64.48%-- in this Amendment No. 1.




Item 7.                      Major Shareholders and Related Party Transactions.




Major Shareholders





The following table sets forth information, as of May 31, 2010, concerning the beneficial ownership (as defined in Form 20-F promulgated by the SEC) of our Ordinary Shares by (i) any person who is known to us to own at least 5% of the Ordinary Shares of our Company and (ii) all of our directors and executive officers as a group.  The voting rights of our major shareholders do not differ from the voting rights of all other holders of our Ordinary Shares.




Name and Address

Number of

Ordinary Shares


Percent of

Ordinary SharesDBSI Investments Ltd.

85 Medinat Hayehudim St.

Herzliya, Israel


4,265,950



46.85
%William F. Gibbs

4017 N. Cedarpine Lane

Moonpark, CA 93021

California, U.S


1,501,333
(1)


16.49
%3Kotek 2  B.V. Wielewaaleg 1, 4791, PD, Klundert, Netherlands


894,360
(2)


9.82
%All directors and executive officers as a group (9 persons)


5,871,450
(1)(3)


64.48
%





(1)           Includes an aggregate of 1,500,000 Ordinary Shares and 1333 options to purchase Ordinary Shares beneficially held by William F. Gibbs.


(2)           Of such 894,360 Ordinary Shares, 854,360 Ordinary Shares are held by 3Kotek 2 B.V. ("Kotek") and 40,000 Ordinary Shares are held by a company wholly owned by Mr. Joel Koschitzki. Messrs. Jaap Stomp and Mr. Joel Koschitzki are the directors of Kotek and therefore may be deemed to beneficially own the Ordinary Shares held by Kotek. Messrs. Stomp and Koschitzki disclaim beneficial ownership of the Ordinary Shares held by Kotek.


(3)           Includes an aggregate of 4,265,950 shares beneficially held by DBSI Investments Ltd. ("DBSI"), which are attributable to certain of our directors by virtue of the positions that they hold on the board of directors of DBSI.  All of our directors to whom such share ownership is attributable disclaim such beneficial ownership. (Mr. Rosenthal in particular does not share in the equity ownership of DBSI).





3





Recent Significant Changes in the Percentage Ownership of Major Shareholders





On May 11, 2008, Koonras Technologies Ltd. ("Koonras"), a subsidiary of Polar Communications Ltd. and a then-current holder of approximately 27% of our Ordinary Shares, signed an agreement with DBSI pursuant to which Koonras was to sell to DBSI 1,700,000 Ordinary Shares (comprising approximately 18.67% of our current outstanding share capital) at a price per share of $2.80. As a result of the consummation of such transaction on or about June 26, 2008, Koonras' holdings were reduced to 854,360 Ordinary Shares, representing approximately 9.1% of our share capital at the time.  As a result of its acquisition of shares in such transaction, DBSI currently holds approximately 46.85% of our outstanding share capital.





On June 3, 2008, Koonras sold its remaining 854,360 Ordinary Shares that it then held to Kotek, a company incorporated under the laws of the Netherlands. As a result of the consummation of such transaction, Koonras is no longer a holder of our capital stock, and Kotek acquired an approximate 9.1% (as of such time) interest in our share capital.





As a result of Koonras' dispositions of the remaining Ordinary Shares of our stock that it held, Koonras and DBSI terminated the shareholders agreement to which they had previously been party.  Under the agreement, each of Koonras and DBSI effectively had the ability to control the outcome of most matters that were submitted to a vote of our shareholders, including the election of members of our board of directors and approval of significant corporate transactions, as each of Koonras and DBSI was entitled to appoint one-half of our directors, not including our external directors, and each of them had agreed to vote together at our shareholders’ meetings.





Record Holders





As of May 31, 2010, there were 30 record holders of our Ordinary Shares, of which 16 represented United States record holders owning an aggregate of approximately 42% of our outstanding Ordinary Shares.





4





Related Party Transactions




Services Agreement and Lease Agreement




Until February 2002, our former principal shareholder Zeevi Computers and Technology Ltd., or ZCT, provided us with certain corporate and administrative services, including, but not limited to, executive management, facilities and other such services as were agreed upon from time to time between us and ZCT. The primary executive management services that we received under the agreement represented the services of the chief executive officer and the chief financial officer of ZCT, who did not receive separate fees for such services.Pursuant to such agreement, we shared the expenses relating to the specific services we received from ZCT with the other subsidiaries of ZCT that also received such services from ZCT.




As of February 21, 2002, in connection with its sale of its equity interest in our company to Koonras and DBSI, ZCT assigned all rights and obligations under the foregoing services agreement to Koonras and DBSI. An assignment of this agreement to Koonras and DBSI was ratified by our shareholders on July 11, 2002. Following the consummation of the sale of 1,700,000 of our shares from Koonras to DBSI on June 24, 2008, and the related approval of our shareholders at such time, the management services agreement was assigned in full to DBSI, which will continue to provide all the services and receive the entire annual fee.  The amount that we paid for services under this agreement totaled 1.76 million NIS in the year ended December 31, 2009.




Prior to the merger with Cimatron, Gibbs System, Inc. leased office space in Moonpark, California from a limited liability corporation controlled by Mr. Gibbs. In connection with the merger with Gibbs System, Inc. and the assignment of the lease to us in 2008, we entered into an amendment to the original terms of the lease, pursuant to which the expiration date for the term of the lease was brought forward from 2020 to December 31, 2012, with an option for us to extend the lease for an additional 5 years.  Also a result of the lease amendment, the rent that we are obligated to pay during the initial term of the lease is $24,710 per month (in lieu of $22,464 per month).




Registration Rights





In October 2004, following approval by our board of directors, our audit committee and the requisite majority of our disinterested shareholders, in accordance with the related party transaction requirements of Israeli law, we entered into a registration rights agreement with Koonras and DBSI, then our two largest shareholders.  Under the agreement, Koonras and DBSI had the right, subject to various conditions and limitations, to require us to file a registration statement for the resale of their shares or to include their shares in certain registration statements that we file. On June 3, 2008, in connection with the sale of certain of its Ordinary Shares to Kotek, Koonras assigned to Kotek all registration rights applicable to such shares under the registration rights agreement.





In January 2008, in connection with the merger agreement with Gibbs System, Inc., we granted to Mr. Gibbs certain registration rights with respect to the Ordinary Shares issued to him as part of the merger consideration.  The grant of such registration rights was approved by our board. Pursuant to the registration rights agreement entered into with him, Mr. Gibbs has the right, subject to various conditions and limitations, to include his shares in certain registration statements that we file.





Demand Registration Rights





Under the above-described registration rights agreement with DBSI and Kotek (as successor to Koonras), DBSI and Kotek together, and pro-rata between themselves, are entitled to up to two demand registrations on Form F-1 (or an equivalent form) promulgated under the Securities Act at our expense, provided that the anticipated aggregate offering price for the shares to be registered, net of any underwriting discounts and commissions, exceeds US$1,000,000.





Notwithstanding the foregoing, we are not required to effect a demand registration during the period starting with the date of filing of, and ending on the date that is one hundred eighty (180) days following the effective date of, a registration statement pertaining to our securities.





5





DBSI and Kotek, together, and pro-rata between themselves, also have the right to require us to effect up to four F-3 registrations, including for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering for resale from time to time by such holders of all of their shares (a “Shelf Registration Statement”), but no more than two such registrations in any 12 month period, in each case, at our expense, provided, however, that we are not required to bear the cost of more than one counsel for such holders.  Under his registration rights agreement with us, Mr. Gibbs has the right to require us to effect up to two F-3 registrations, under substantially the same terms specified above.





We are required to use our best efforts to (a) cause a Shelf Registration Statement to be declared effective under the Securities Act within three months after the “demand” is made and (b) keep such Shelf Registration Statement continuously effective under the Securities Act until the expiration of five (5) years from the date that a Shelf Registration Statement is declared effective by the SEC.





Piggyback Registration





If (but without any obligation to do so) we propose to register for our own account any of our capital stock or other securities under the Securities Act in connection with a public offering of such securities solely for cash (subject to certain exceptions, such as the registration of employees options), then DBSI, Kotek and Mr. Gibbs shall be entitled to include their shares in such registration.





The underwriter of any such offering by us shall have the right to reduce the number of shares proposed to be registered in light of market conditions, and in such event (a) the capital stock that we propose to register shall have first priority for inclusion in the relevant registration statement, and following our priority, (b) DBSI, Kotek and Mr. Gibbs shall have priority (pro rata among them) to have their shares included in such registration, before any other shares are included.





In furtherance of our obligations to each of DBSI, Kotek and Mr. Gibbs under the above-described registration rights agreements, on September 8, 2009, we filed an F-3 registration statement registering the resale of the Ordinary Shares held by each such shareholder.  Such registration statement was declared effective by the SEC on December 9, 2009.





Employment Agreement with William F. Gibbs





In connection with the merger with Gibbs in January 2008, Cimatron Gibbs LLC, our subsidiary into which the Gibbs business was merged, entered into an employment agreement with Mr. Gibbs. The employment agreement provides, among others, for (i) an annual base salary of USD $160,000, (ii) an annual bonus based on increases in contribution to  our sales in North America and to the sale of Gibbs products, and (iii) other fringe benefits as customary for comparable officers of our company group in the United States.  Mr. Gibbs also signed non-compete undertakings for our benefit. On February 15, 2008, we announced that Mr. Gibbs was appointed as President North America. Mr. Gibbs, who continues to maintain his position as President and CEO of Cimatron Gibbs, is now responsible for promoting both Cimatron E and GibbsCAM product lines in North America. In addition, pursuant to an option grant approved in January 2008, Mr. Gibbs was granted 2,000 options to purchase our Ordinary Shares.




6




Item 19.
Exhibits




1.1
Amended and Restated Articles of Association of Cimatron Ltd.*




4.1
Services Agreement by and between Cimatron Ltd  and DBSI Investments Ltd. ("DBSI"), as assigned to DBSI by Zeevi Computers and Technology Ltd.**




4.2
Registration Rights Agreement, dated June 3, 2007, by and among Cimatron Ltd.,  3Kotek 2 B.V. (as successor in interest to Koonras Technologies Ltd.) and DBSI Investments Ltd.***




4.3
Registration Rights Agreement, dated December 31, 2007, by and between Cimatron Ltd. and William F. Gibbs.****




4.4
Employment Agreement, dated as of January 2, 2008, by and between William F. Gibbs and Cimatron Gibbs LLC (formerly known as Nortamic LLC).*****




8.1
List of Cimatron Ltd. Subsidiaries.******




12.1
Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act.




12.2
Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act.




13
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




15.1
Consent of Brightman Almagor Zohar & Co., Certified Public Accountants, a member of Deloitte Touche Tohmatsu.*******




15.2         Consent of Lucas, Horsfall, Murphy & Pindroh, LLP.********




*
Incorporated by reference to Exhibit A to our Proxy Statement for our 2006 Annual General Meeting of Shareholders, included in our Current Report on Form 6-K, filed with the SEC on November 22, 2006.




**
Incorporated by reference to our Registration Statement on Form F-1, File No.  333-1484, as amended, filed with the SEC on February 16, 1996.




***
Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, filed with the SEC on June 28, 2007 (File No. 0-27974).




****
Incorporated by reference to Exhibit 4.2.3 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the SEC on June 30, 2008 (File No. 0-27974).




*****
Incorporated by reference to Exhibit 4.2.5 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the SEC on June 30, 2008 (File No. 0-27974).




******
Incorporated by reference to Exhibit 8.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the SEC on June 28, 2010 (File No. 0-27974).




*******
Incorporated by reference to Exhibit 15.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the SEC on June 28, 2010 (File No. 0-27974).




********
Incorporated by reference to Exhibit 15.2 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the SEC on June 28, 2010 (File No. 0-27974).




7


SIGNATURES




The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No.1 to its annual report on its behalf.




CIMATRON LTD.By:
/s/ Dan HaranName: Dan HaranTitle: President and Chief Executive Officer


Date: June 29, 2010