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 2005 -------- 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 May 3, 2005, Given Imaging Ltd. held a conference call entitled "Q1 2005 Given Imaging Ltd. Earnings Conference Call". A copy of the transcript from this conference call is attached to this Form 6-K as Exhibit 99.1. 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: May 5, 2005 By: /s/ Zvi Ben David ----------------------- Name: Zvi Ben David Title: Vice President and Chief Financial Officer 3 EXHIBIT INDEX The following exhibit is filed as part of this Form 6-K: Exhibit Description - ------- ----------- 99.1. Transcript of conference call held on May 3, 2005, entitled "Q1 2005 Given Imaging Ltd. Earnings Conference Call".