SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of: May 2004 Given Imaging Ltd. (Exact name of registrant as specified in charter) 13 Ha'Yetzira Street, Yoqneam 20692, Israel (Address of principal executive offices) Indicate by check mark whether the 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 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 --- --- Given Imaging Ltd. ------------------ The following exhibit is filed as part of this Form 6-K: Exhibit Description - ------- ----------- A. Press release dated May 24, 2004, entitled "Given Imaging Ltd. files Registration Statement for proposed public offering of ordinary shares." SIGNATURE 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. GIVEN IMAGING LTD. Date: May 24, 2004 By: /s/ Zvi Ben David ------------------------------------- Name: Zvi Ben David Title: Vice President and Chief Financial Officer