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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): MAY 17, 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))

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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 3.02         UNREGISTERED SALES OF EQUITY SECURITIES.

      On May 17, 2005, we issued an aggregate of 8,264,463  shares of our common
stock  to the  two  former  shareholders  (the  "Former  Shareholders")  of FAAC
Incorporated  ("FAAC") as part of the earnout  consideration for our purchase of
FAAC.  Under the terms of the agreement  pursuant to which we purchased FAAC, as
amended,  we issued an aggregate  value of  $10,000,000  in shares to the Former
Shareholders.  We have filed a registration  statement in connection  with these
shares.  After  these  shares  are  registered,  they will be sold by the Former
Shareholders   until  the  Former   Shareholders   receive  total   proceeds  of
approximately  $7,400,000,  which  is  the  amount  of our  outstanding  earnout
consideration  obligation.  Any unsold shares  remaining after total proceeds of
approximately  $7,400,000 have been received by the Former  Shareholders will be
returned to us for cancellation.

      We  issued  the  above  securities  in  reliance  on  the  exemption  from
registration  provided by Section 4(2) of the Securities Act as  transactions by
an issuer not involving a public offering.  The issuance of these securities was
without the use of an  underwriter,  and the shares of common  stock were issued
with restrictive  legends permitting  transfer thereof only upon registration or
an exemption under the Act.

      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. These statements are
subject to various risks and uncertainties that may cause actual results to vary
significantly.  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; 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,  our most recent  Quarterly
Report  on Form  10-Q,  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.

                                   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:   May 23, 2005
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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): MAY 17, 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 3.02         UNREGISTERED SALES OF EQUITY SECURITIES.

      On May 17, 2005, we issued an aggregate of 8,264,463  shares of our common
stock  to the  two  former  shareholders  (the  "Former  Shareholders")  of FAAC
Incorporated  ("FAAC") as part of the earnout  consideration for our purchase of
FAAC.  Under the terms of the agreement  pursuant to which we purchased FAAC, as
amended,  we issued an aggregate  value of  $10,000,000  in shares to the Former
Shareholders.  We have filed a registration  statement in connection  with these
shares.  After  these  shares  are  registered,  they will be sold by the Former
Shareholders   until  the  Former   Shareholders   receive  total   proceeds  of
approximately  $7,400,000,  which  is  the  amount  of our  outstanding  earnout
consideration  obligation.  Any unsold shares  remaining after total proceeds of
approximately  $7,400,000 have been received by the Former  Shareholders will be
returned to us for cancellation.

      We  issued  the  above  securities  in  reliance  on  the  exemption  from
registration  provided by Section 4(2) of the Securities Act as  transactions by
an issuer not involving a public offering.  The issuance of these securities was
without the use of an  underwriter,  and the shares of common  stock were issued
with restrictive  legends permitting  transfer thereof only upon registration or
an exemption under the Act.

      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. These statements are
subject to various risks and uncertainties that may cause actual results to vary
significantly.  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; 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,  our most recent  Quarterly
Report  on Form  10-Q,  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.

                                   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:   May 23, 2005