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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
REPORT ON FORM 6-K DATED MAY 11, 2009
Commission File Number: 000-51183
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SHAMIR OPTICAL INDUSTRY LTD.
(Translation of Registrant's Name Into English)
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Kibbutz Shamir, Upper Galilee, 12135
(Address of principal executive offices)
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(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 [_]
(Indicate by check whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934).
Yes [_] No [X]
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b);82-_______)
This report on Form 6-K is hereby incorporated by reference into the
registration statements on Form S-8 filed by the Registrant with the Securities
and Exchange Commission on September 28, 2006 (File No. 333-137628), on
September 10, 2007 (File No. 333-137628) and on September 10, 2008 (File No.
333-153396).
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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.
Shamir Optical Industry Ltd.
(Registrant)
Date: May 11, 2009
By: /s/ David Bar-Yosef
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David Bar-Yosef, Advocate
General Counsel
Investor Relations Contacts:
Roni Gavrielov Jeffrey Goldberger/Marybeth Csaby
KM / KCSA Investor Relations KCSA Strategic Communications
+972-3-516-7620 212-896-1249/212-896-1236
roni@km-ir.co.il jgoldberger@kcsa.com / mcsaby@kcsa.com
SHAMIR OPTICAL INDUSTRY LTD. ANNOUNCES RECEIPT OF NOTICE FROM NASDAQ OF
FAILURE TO SATISFY CONTINUED LISTING REQUIREMENTS
KIBBUTZ SHAMIR, ISRAEL, MAY 11, 2009, Shamir Optical Industry Ltd. (Nasdaq:
SHMR) (the "COMPANY") a leading provider of innovative products and technology
to the ophthalmic lens market, today announced that the Company received a
letter on May 7, 2009 from the Nasdaq Stock Market notifying the Company that it
does not meet the independent director and audit committee composition
requirements for continued listing on the Nasdaq Stock Market under Listing
Rules 5605(b)(1) and 5605(c)(2)(A) (the "RULES"), respectively. Listing Rule
5605(b)(1) requires that a majority of a listed company's board of directors be
comprised of independent directors, and Listing Rule 5605(c)(2)(A) requires a
listed company to have an audit committee comprised of at least three
independent members. The Company's audit committee currently consists of one
member, who is the only independent member of the Company's board of directors.
The Company was informed that it is not eligible for the cure period provided in
Listing Rule 5605 and that, as a result, the staff of Nasdaq is reviewing the
Company's eligibility for continued listing on the Nasdaq Stock Market. To
facilitate this review, Nasdaq has asked the Company to provide a specific plan
and timetable to achieve compliance with the Rules on or before May 22, 2009.
The Company is in the process of preparing the requested plan and timetable and
expects to provide the requested information to Nasdaq by the May 22, 2009
deadline.
The Company will hold a special general meeting of its shareholders on June 11,
2009 to elect two new independent directors to its board of directors who shall
join the audit committee upon their election. Following their election, the
Company shall have an audit committee comprised of three independent members.
The Company is relying currently on the exemption available to "controlled
companies" under Listing Rule 5615(c) from the board majority independence
requirement of Listing Rule 5605(b)(1).
ABOUT SHAMIR:
Shamir is a leading provider of innovative products and technology to the
spectacle lens market. Utilizing its proprietary technology, the company
develops, designs, manufactures, and markets progressive lenses to sell to the
ophthalmic market. In addition, Shamir utilizes its technology to provide design
services to optical lens manufacturers under service and royalty agreements.
Progressive lenses are used to treat presbyopia, a vision condition where the
eye loses its ability to focus on close objects. Progressive lenses combine
several optical strengths into a single lens to provide a gradual and seamless
transition from near to intermediate, to distant vision. Shamir differentiates
its products from its competitors' primarily through lens design. Shamir's
leading lenses are marketed under a variety of trade names, including Shamir
Genesis(TM), Shamir Piccolo(TM), Shamir Office(TM), Shamir Nano(TM), Shamir
Autograph(TM) and Shamir Smart(TM). Shamir believes that it has one of the
world's preeminent research and development teams for progressive lenses, molds,
and complementary technologies and tools. Shamir developed software dedicated to
the design of progressive lenses. This software is based on Shamir's proprietary
mathematical algorithms that optimize designs of progressive lenses for a
variety of activities and environments. Shamir also has created software tools
specifically designed for research and development and production requirements,
including Eye Point Technology software, which simulates human vision.
SAFE HARBOR STATEMENT
Statements concerning and assumptions made or expectations as to any future
events, conditions, performance or other matters, are "forward-looking
statements" as that term is defined under U.S. federal securities laws.
Forward-looking statements are subject to various risks, uncertainties and other
factors that could cause actual results to differ materially from those stated
in such statements. Shamir assumes no obligation to update the information in
this release.
