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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):            September 27, 2005

                               AROTECH CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                      0-23336                  95-4302784
(State or other jurisdiction          (Commission               (IRS Employer
     of incorporation)               File Number)            Identification No.)

              354 Industry Drive, Auburn, Alabama                       36830
           (Address of Principal Executive Offices)                  (Zip Code)


       Registrant's telephone number, including area code: (334) 502-9001

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================

          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.

<PAGE>

Item 1.01    Entry into a Material Definitive Agreement.

      Pursuant to the terms of a Securities  Purchase  Agreement dated September
29, 2005 (the "Purchase  Agreement") by and between Arotech Corporation and five
institutional  investors (the "Investors"),  we issued and sold to the Investors
(i) an aggregate of $17.5 million  principal amount of senior secured notes (the
"Notes"), and (ii) one year warrants ("Warrants"), which are not exercisable for
the six month period  following  closing,  to purchase up to 5,250,000 shares of
common stock (30% warrant coverage) at an exercise price of $1.10 per share.

      The Notes are convertible at the Investors'  option at a fixed  conversion
price of $1.00,  a 26%  premium  to the  closing  price of the  common  stock on
September 28, 2005.  The Notes have a final  maturity date of March 31, 2008 and
bear interest at a rate equal to six month LIBOR plus 6% per annum, subject to a
floor of 10% and a cap of 12.5%. We will repay the principal amount of the notes
over the next two and one-half years,  with the principal amount being amortized
in twelve payments payable at our option in cash and/or stock,  provided certain
conditions  are met. In the event we elect to make such  payments in stock,  the
price used to  determine  the number of shares to be issued  will be  calculated
using an 8% discount to the average  trading price of our common stock during 17
of the 20  consecutive  trading days ending two days before the payment date; we
will, as required under Nasdaq rules,  solicit the approval of our  stockholders
to such  stock  payments  at a special  meeting of its  stockholders  to be held
before the end of 2005. We also committed  ourselves to certain  affirmative and
negative covenants customary in agreements of this kind.

      We used  $2.6  million  of the  proceeds  to  purchase  a letter of credit
securing our obligation for future interest  payments on the notes,  and we used
approximately  $5.4 million of the net proceeds of the financing to complete the
outstanding earnout payment for the acquisition of our FAAC subsidiary such that
the former FAAC  shareholders  will not sell more shares of Arotech stock issued
to them as payment for the earnout. As a result,  these shares will be withdrawn
from our float and canceled,  and the registration  statement in respect of such
shares filed with the SEC will be withdrawn.  The balance of the proceeds  after
expenses (including a 5% placement fee) will be used to restore cash used during
the year,  part of which was invested in our Armour of America,  AoA subsidiary,
and to increase working capital.

      Under the terms of the Purchase  Agreement,  we have granted the Investors
(i) a second position security  interest in the stock of MDT Armor  Corporation,
IES Interactive Training, Inc. and M.D.T. Protective Industries, Ltd. (junior to
the security  interest of the holders of our 8% secured  convertible  debentures
due  September 30, 2006) and in the assets of FAAC  Incorporated  (junior to the
security  interest of a bank that extends to FAAC  Corporation a $5 million line
of credit) and in any stock that we acquire in future  Acquisitions  (as defined
in the Purchase  Agreement) and (ii) a first position  security  interest in the
assets of all of our other active  United States  subsidiaries,  all pursuant to
the terms of separate  security  agreements  filed  herewith.  Our active United
States  subsidiaries are also acting as guarantors of our obligations  under the
Notes.

      We are  required to register  the shares of common  stock  underlying  the
Notes  and the  Warrants  with  the  Securities  and  Exchange  Commission  in a
registration  statement on Form S-3 filed no later than  October 28, 2005,  with
such  registration  to be declared  effective  by the  Securities  and  Exchange
Commission  no later than December 27, 2005 (or,  under  certain  circumstances,
January 26, 2006).

<PAGE>

      The  foregoing  description  of  the  Purchase  Agreement  and  the  other
instruments  and  agreements  attached  as exhibits  thereto  and certain  other
agreements  executed in  connection  therewith  is  qualified in its entirety by
reference to the agreements and instruments  themselves.  Copies of the Purchase
Agreement  (including  the  forms of  instruments  and  agreements  attached  as
exhibits thereto) and certain other agreements executed in connection  therewith
are  attached  to this  report as  Exhibits  4.1  through  4.7  hereto,  and are
incorporated herein by reference.

      On  September  30, 2005,  we publicly  disseminated  a press  release (the
"Release") in connection with the sale of the Notes and related transactions.  A
copy of the Release is attached as Exhibit 99.1 hereto.

      In accordance  with the safe harbor  provisions of the Private  Securities
Litigation Reform Act of 1995, we note that certain statements set forth in this
Current Report on Form 8-K may constitute forward-looking statements, as defined
in the Private Securities  Litigation Reform Act of 1995, such as our ability to
achieve  or  maintain  net  profitability.  Forward-looking  statements  reflect
management's current knowledge, assumptions, judgment and expectations regarding
future  performance  or  events.  Although  our  management  believes  that  the
expectations reflected in such statements are reasonable,  readers are cautioned
not to place undue  reliance on these  forward-looking  statements,  as they are
subject to various risks and uncertainties that may cause actual results to vary
materially. These risks and uncertainties include, but are not limited to, risks
relating to: product and technology  development;  the uncertainty of the market
for  our  products;   changing  economic  conditions;   delay,  cancellation  or
non-renewal,  in whole or in part,  of  contracts  or of  purchase  orders;  our
ability  to remain  listed on the Nasdaq  Stock  Market in  accordance  with the
Nasdaq's $1.00 minimum bid price and other continued listing standards; dilution
resulting from  issuances of our common stock upon  conversion or payment of our
outstanding convertible debt, which would be increasingly dilutive if and to the
extent  that the market  price of our stock  decreases;  and other risk  factors
detailed in our most recent Annual Report on Form 10-K for the fiscal year ended
December  31,  2004,  as amended,  and other  filings  with the  Securities  and
Exchange  Commission.  Readers should consider all of these risk factors as well
as other information contained in this report.

Item 2.03    Creation of a Direct  Financial  Obligation  or an  Obligation
             under an Off-Balance Sheet Arrangement of a Registrant.

      See description of transaction under Item 1.01.

Item 3.01    Notice of Delisting or Failure to Satisfy a Continued  Listing
             Rule or Standard; Transfer of Listing.

      On September  27, 2005,  we received  notice from The Nasdaq Stock Market,
Inc.  ("Nasdaq") that the minimum bid price of our common stock had fallen below
$1.00  for 30  consecutive  business  days  and  that we were  therefore  not in
compliance with Nasdaq Marketplace Rule 4450(a)(5).

      In accordance with Section  4450(e)(2) of the Nasdaq Marketplace Rules, we
have until March 27, 2006 (180 calendar days from  September 27, 2005) to regain
compliance. No assurance can be given that we will regain compliance during that
period.


                                       2
<PAGE>

      We can regain  compliance with the minimum bid price rule if the bid price
of our common  stock  closes at $1.00 or higher for a minimum of 10  consecutive
business days during the initial  180-day  period,  although  Nasdaq may, in its
discretion, require us to maintain a bid price of at least $1.00 per share for a
period in excess of ten consecutive business days (but generally no more than 20
consecutive  business days) before  determining  that we have  demonstrated  the
ability to maintain long-term compliance. If compliance is not achieved by March
27,  2006,  we will be eligible for another  180-day  compliance  period  (until
September  23,  2006) if we meet the  Nasdaq  SmallCap  Market  initial  listing
criteria as set forth in Nasdaq Marketplace Rule 4310(c), other than the minimum
bid price requirement.  No assurance can be given that we will regain compliance
during the initial 180-day compliance period or that we will be eligible for the
additional  180-day  compliance  period or, if  applicable,  that we will regain
compliance during any additional  compliance  period. If we are not eligible for
an  additional  compliance  period,  or do  not  regain  compliance  during  any
additional  compliance period, Nasdaq will provide written notice to us that our
securities  will be  delisted.  At such  time,  we would be able to  appeal  the
delisting determination to a Nasdaq Listing Qualifications Panel.

Item 3.02    Unregistered Sales of Equity Securities.

      See description of transaction under Item 1.01.

Item 9.01    Financial Statements and Exhibits.

      As described above,  the following  Exhibits are furnished as part of this
Current Report on Form 8-K:

  Exhibit
  Number                   Description
  ------                   -----------

   4.1.....Securities  Purchase  Agreement  dated September 29, 2005 between the
              Company and the Investors
   4.2.....Form of Note due March 31, 2008
   4.3.....Form of Warrant
   4.4.....Form of Guaranty
   4.5.....Form of Security Agreement
   4.6.....Form of Intellectual Property Security Agreement
   4.7.....Registration  Rights  Agreement  dated September 29, 2003 between
              the Company and the Investors
  99.1.....Press release dated September 30, 2005


                                   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 hereunto duly authorized.


                                       AROTECH CORPORATION
                                            (Registrant)

                                       By:         /s/ Robert S. Ehrlich
                                           -------------------------------------
                                           Name:  Robert S. Ehrlich
                                           Title: Chairman, President and CEO


Dated: September 30, 2005


                                       3
<PAGE>

                                  EXHIBIT INDEX

      The following exhibits are filed with the Current Report on Form 8-K.

  Exhibit
  Number                   Description
  ------                   -----------
   4.1.....Securities Purchase Agreement dated September 29, 2005 between
           the Company and the Investors
   4.2.....Form of Note due March 31, 2008
   4.3.....Form of Warrant
   4.4.....Form of Guaranty
   4.5.....Form of Security Agreement
   4.6.....Form of Intellectual Property Security Agreement
   4.7.....Registration Rights Agreement dated September 29, 2003 between
           the Company and the Investors
  99.1.....Press release dated September 30, 2005
{"company-data": {"conformed-name": "AROTECH CORP", "cik": "0000916529", "assigned-sic": "3690", "irs-number": "954302784", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23336", "film-number": "051112685"}, "business-address": {"street1": "632 BROADWAY", "street2": "STE 1200", "city": "NEW YORK", "state": "NY", "zip": "10012", "phone": "6466542107"}, "mail-address": {"street1": "632 BROADWAY", "street2": "SUITE 1200", "city": "NEW YORK", "state": "NY", "zip": "10012"}, "former-company": {"former-conformed-name": "ELECTRIC FUEL CORP", "date-changed": "19931223"}}
================================================================================

                                                   -----------------------------
                                                            OMB APPROVAL
                                                   -----------------------------
                                                    OMB Number:        3235-0060
                                                    Expires:    January 31, 2008
                                                    Estimated average burden
                                                    hours per response......38.0
                                                   -----------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):            September 27, 2005

                               AROTECH CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                      0-23336                  95-4302784
(State or other jurisdiction          (Commission               (IRS Employer
     of incorporation)               File Number)            Identification No.)

              354 Industry Drive, Auburn, Alabama                       36830
           (Address of Principal Executive Offices)                  (Zip Code)

       Registrant's telephone number, including area code: (334) 502-9001

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================

          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.
Item 1.01    Entry into a Material Definitive Agreement.

      Pursuant to the terms of a Securities  Purchase  Agreement dated September
29, 2005 (the "Purchase  Agreement") by and between Arotech Corporation and five
institutional  investors (the "Investors"),  we issued and sold to the Investors
(i) an aggregate of $17.5 million  principal amount of senior secured notes (the
"Notes"), and (ii) one year warrants ("Warrants"), which are not exercisable for
the six month period  following  closing,  to purchase up to 5,250,000 shares of
common stock (30% warrant coverage) at an exercise price of $1.10 per share.

      The Notes are convertible at the Investors'  option at a fixed  conversion
price of $1.00,  a 26%  premium  to the  closing  price of the  common  stock on
September 28, 2005.  The Notes have a final  maturity date of March 31, 2008 and
bear interest at a rate equal to six month LIBOR plus 6% per annum, subject to a
floor of 10% and a cap of 12.5%. We will repay the principal amount of the notes
over the next two and one-half years,  with the principal amount being amortized
in twelve payments payable at our option in cash and/or stock,  provided certain
conditions  are met. In the event we elect to make such  payments in stock,  the
price used to  determine  the number of shares to be issued  will be  calculated
using an 8% discount to the average  trading price of our common stock during 17
of the 20  consecutive  trading days ending two days before the payment date; we
will, as required under Nasdaq rules,  solicit the approval of our  stockholders
to such  stock  payments  at a special  meeting of its  stockholders  to be held
before the end of 2005. We also committed  ourselves to certain  affirmative and
negative covenants customary in agreements of this kind.

      We used  $2.6  million  of the  proceeds  to  purchase  a letter of credit
securing our obligation for future interest  payments on the notes,  and we used
approximately  $5.4 million of the net proceeds of the financing to complete the
outstanding earnout payment for the acquisition of our FAAC subsidiary such that
the former FAAC  shareholders  will not sell more shares of Arotech stock issued
to them as payment for the earnout. As a result,  these shares will be withdrawn
from our float and canceled,  and the registration  statement in respect of such
shares filed with the SEC will be withdrawn.  The balance of the proceeds  after
expenses (including a 5% placement fee) will be used to restore cash used during
the year,  part of which was invested in our Armour of America,  AoA subsidiary,
and to increase working capital.

      Under the terms of the Purchase  Agreement,  we have granted the Investors
(i) a second position security  interest in the stock of MDT Armor  Corporation,
IES Interactive Training, Inc. and M.D.T. Protective Industries, Ltd. (junior to
the security  interest of the holders of our 8% secured  convertible  debentures
due  September 30, 2006) and in the assets of FAAC  Incorporated  (junior to the
security  interest of a bank that extends to FAAC  Corporation a $5 million line
of credit) and in any stock that we acquire in future  Acquisitions  (as defined
in the Purchase  Agreement) and (ii) a first position  security  interest in the
assets of all of our other active  United States  subsidiaries,  all pursuant to
the terms of separate  security  agreements  filed  herewith.  Our active United
States  subsidiaries are also acting as guarantors of our obligations  under the
Notes.

      We are  required to register  the shares of common  stock  underlying  the
Notes  and the  Warrants  with  the  Securities  and  Exchange  Commission  in a
registration  statement on Form S-3 filed no later than  October 28, 2005,  with
such  registration  to be declared  effective  by the  Securities  and  Exchange
Commission  no later than December 27, 2005 (or,  under  certain  circumstances,
January 26, 2006).
The  foregoing  description  of  the  Purchase  Agreement  and  the  other
instruments  and  agreements  attached  as exhibits  thereto  and certain  other
agreements  executed in  connection  therewith  is  qualified in its entirety by
reference to the agreements and instruments  themselves.  Copies of the Purchase
Agreement  (including  the  forms of  instruments  and  agreements  attached  as
exhibits thereto) and certain other agreements executed in connection  therewith
are  attached  to this  report as  Exhibits  4.1  through  4.7  hereto,  and are
incorporated herein by reference.

      On  September  30, 2005,  we publicly  disseminated  a press  release (the
"Release") in connection with the sale of the Notes and related transactions.  A
copy of the Release is attached as Exhibit 99.1 hereto.

      In accordance  with the safe harbor  provisions of the Private  Securities
Litigation Reform Act of 1995, we note that certain statements set forth in this
Current Report on Form 8-K may constitute forward-looking statements, as defined
in the Private Securities  Litigation Reform Act of 1995, such as our ability to
achieve  or  maintain  net  profitability.  Forward-looking  statements  reflect
management's current knowledge, assumptions, judgment and expectations regarding
future  performance  or  events.  Although  our  management  believes  that  the
expectations reflected in such statements are reasonable,  readers are cautioned
not to place undue  reliance on these  forward-looking  statements,  as they are
subject to various risks and uncertainties that may cause actual results to vary
materially. These risks and uncertainties include, but are not limited to, risks
relating to: product and technology  development;  the uncertainty of the market
for  our  products;   changing  economic  conditions;   delay,  cancellation  or
non-renewal,  in whole or in part,  of  contracts  or of  purchase  orders;  our
ability  to remain  listed on the Nasdaq  Stock  Market in  accordance  with the
Nasdaq's $1.00 minimum bid price and other continued listing standards; dilution
resulting from  issuances of our common stock upon  conversion or payment of our
outstanding convertible debt, which would be increasingly dilutive if and to the
extent  that the market  price of our stock  decreases;  and other risk  factors
detailed in our most recent Annual Report on Form 10-K for the fiscal year ended
December  31,  2004,  as amended,  and other  filings  with the  Securities  and
Exchange  Commission.  Readers should consider all of these risk factors as well
as other information contained in this report.

Item 2.03    Creation of a Direct  Financial  Obligation  or an  Obligation
             under an Off-Balance Sheet Arrangement of a Registrant.

      See description of transaction under Item 1.01.

Item 3.01    Notice of Delisting or Failure to Satisfy a Continued  Listing
             Rule or Standard; Transfer of Listing.

      On September  27, 2005,  we received  notice from The Nasdaq Stock Market,
Inc.  ("Nasdaq") that the minimum bid price of our common stock had fallen below
$1.00  for 30  consecutive  business  days  and  that we were  therefore  not in
compliance with Nasdaq Marketplace Rule 4450(a)(5).

      In accordance with Section  4450(e)(2) of the Nasdaq Marketplace Rules, we
have until March 27, 2006 (180 calendar days from  September 27, 2005) to regain
compliance. No assurance can be given that we will regain compliance during that
period.

                                       2
We can regain  compliance with the minimum bid price rule if the bid price
of our common  stock  closes at $1.00 or higher for a minimum of 10  consecutive
business days during the initial  180-day  period,  although  Nasdaq may, in its
discretion, require us to maintain a bid price of at least $1.00 per share for a
period in excess of ten consecutive business days (but generally no more than 20
consecutive  business days) before  determining  that we have  demonstrated  the
ability to maintain long-term compliance. If compliance is not achieved by March
27,  2006,  we will be eligible for another  180-day  compliance  period  (until
September  23,  2006) if we meet the  Nasdaq  SmallCap  Market  initial  listing
criteria as set forth in Nasdaq Marketplace Rule 4310(c), other than the minimum
bid price requirement.  No assurance can be given that we will regain compliance
during the initial 180-day compliance period or that we will be eligible for the
additional  180-day  compliance  period or, if  applicable,  that we will regain
compliance during any additional  compliance  period. If we are not eligible for
an  additional  compliance  period,  or do  not  regain  compliance  during  any
additional  compliance period, Nasdaq will provide written notice to us that our
securities  will be  delisted.  At such  time,  we would be able to  appeal  the
delisting determination to a Nasdaq Listing Qualifications Panel.

Item 3.02    Unregistered Sales of Equity Securities.

      See description of transaction under Item 1.01.

Item 9.01    Financial Statements and Exhibits.

      As described above,  the following  Exhibits are furnished as part of this
Current Report on Form 8-K:

  Exhibit
  Number                   Description
  ------                   -----------

   4.1.....Securities  Purchase  Agreement  dated September 29, 2005 between the
              Company and the Investors
   4.2.....Form of Note due March 31, 2008
   4.3.....Form of Warrant
   4.4.....Form of Guaranty
   4.5.....Form of Security Agreement
   4.6.....Form of Intellectual Property Security Agreement
   4.7.....Registration  Rights  Agreement  dated September 29, 2003 between
              the Company and the Investors
  99.1.....Press release dated September 30, 2005

                                   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 hereunto duly authorized.

                                       AROTECH CORPORATION
                                            (Registrant)

                                       By:         /s/ Robert S. Ehrlich
                                           -------------------------------------
                                           Name:  Robert S. Ehrlich
                                           Title: Chairman, President and CEO

Dated: September 30, 2005

                                       3
EXHIBIT INDEX

      The following exhibits are filed with the Current Report on Form 8-K.

  Exhibit
  Number                   Description
  ------                   -----------
   4.1.....Securities Purchase Agreement dated September 29, 2005 between
           the Company and the Investors
   4.2.....Form of Note due March 31, 2008
   4.3.....Form of Warrant
   4.4.....Form of Guaranty
   4.5.....Form of Security Agreement
   4.6.....Form of Intellectual Property Security Agreement
   4.7.....Registration Rights Agreement dated September 29, 2003 between
           the Company and the Investors
  99.1.....Press release dated September 30, 2005