FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE 1ST OF JUNE, 2006 M-SYSTEMS FLASH DISK PIONEERS LTD. ---------------------------------- (Translation of registrant's name in English) 7 ATIR YEDA ST. KFAR SABA 44425, ISRAEL ----------------------- (Address of principal executive offices) Indicate by check mark whether registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F X Form 40-F ------- ------- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____ Indicate by check mark whether 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 FORM 6-K IS INCORPORATED BY REFERENCE INTO OUR REGISTRATION STATEMENTS ON FORM S-8 AND FORM F-3 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (REGISTRATION NO. 333-127467 AND REGISTRATION NO. 333-126774). 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, thereunto duly authorized. M-SYSTEMS FLASH DISK PIONEERS LTD. ---------------------------------- (Registrant) Date: June 1, 2006 By: /s/ Ronit Maor ---------------------- ----------------------------- Ronit Maor Chief Financial Officer 2 MSYSTEMS M-Systems Contact: Investor Relations Contacts: Elana Holzman Jeff Corbin / Lee Roth Director of Investor Relations KCSA Worldwide elana.holzman@m-systems.com jcorbin@kcsa.com / lroth@kcsa.com - --------------------------- ---------------- -------------- Tel: +972 (9) 764-5000 Tel: +1 (212) 682-6300 FOR IMMEDIATE RELEASE: - ---------------------- M-Systems Delays Public Offering KFAR SABA, Israel, June 1, 2006 - M-Systems Flash Disk Pioneers Ltd. (Nasdaq: FLSH) announced today that it has, on its own initiative, commenced an internal review of prior stock option grants. The Company has therefore decided not to proceed at this time with its previously announced public offering. ### 3