OMB APPROVAL
OMB Number:            3235-0063
Expires:                 April 30, 2009
Estimated average burden
hours per response            2,196.00
t
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:                                                        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).                                                       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


                                                                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