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 7TH OF AUGUST, 2006
MSYSTEMS LTD.
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(Translation of registrant's name in English)
7 ATIR YEDA ST.
KFAR SABA 44425, ISRAEL
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(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
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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
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with rule 12g3-2(b):
82-___________________.
EXHIBITS 99.2 AND 99.3 ATTACHED HERETO AND INCORPORATED BY REFERENCE INTO THIS
FORM 6-K ARE INCORPORATED BY REFERENCE INTO OUR REGISTRATION STATEMENT ON FORM
F-3 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (REGISTRATION NO.
333-126774).
CONTENTS
The following documents, which are attached hereto, relating to the Registrant
are incorporated by reference herein:
99.1 Press release.
99.2 Condensed Consolidated Balance Sheet of msystems Ltd. as of June 30,
2006 and March 31, 2006.
99.3 Condensed Consolidated Statements of Operations of msystems Ltd. for
the three months ended June 30, 2006 and 2005, the three months ended
March 31, 2006 and 2005, and the six months ended June 30, 2006 and
2005.
99.4 Reconciliation of GAAP to Non GAAP Operating Results for the three
months ended June 30, 2006 and 2005, the three months ended March 31,
2006 and 2005, and the six months ended June 30, 2006 and 2005.
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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, thereunto duly authorized.
MSYSTEMS LTD.
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(Registrant)
Date: August 7, 2006 By: /s/ Donna Gershowitz
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Donna Gershowitz
Title: VP, General Counsel
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