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: October 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 --- --- EXPLANATORY NOTE On October 28, 2004, Given Imaging Ltd. (the "Company") issued a press release announcing third quarter results for the period ended September 30, 2004. Copies of the press release and the Company's unaudited interim consolidated financial statements as of September 30, 2004 are attached to this Form 6-K as Exhibit 1 and Exhibit 2, respectively. -2- 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: October 28, 2004 By: /s/ Zvi Ben David --------------------------------------- Name: Zvi Ben David Title: Vice President and Chief Financial Officer -3- EXHIBIT INDEX The following exhibits are filed as part of this Form 6-K: Exhibit Description - ------- ----------- 1. Press release dated October 28, 2004, announcing third quarter results for the period ended September 30, 2004. 2. Unaudited interim consolidated financial statements of Given Imaging Ltd. as of September 30, 2004. -4-