FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of January 2005 (January 4, 2005)
TECNOMATIX TECHNOLOGIES LTD.
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(Name of Registrant)
Delta House, 16 Abba Eban Avenue, Herzliya 46120, Israel
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(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
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Indicate by a 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 a 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 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
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): Not Applicable
The information included in the form 6-K is incorporated by reference to the
Registrant's Registration Statement on form F-3/A, registration number
333-115214.
On January 4, 2005, Tecnomatix Technologies Ltd. (the "Company") announced
that it entered into an Agreement of Merger, dated January 3, 2005 with UGS
Corp. ("UGS") and a newly formed subsidiary of UGS, pursuant to which, on the
terms and subject to the conditions of the Merger Agreement, UGS has agreed to
acquire the Company. A copy of a notice of a meeting of the Company's
shareholders which is being circulated to the shareholders of the Company is
attached hereto as Exhibit A.
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.
TECNOMATIX TECHNOLOGIES LTD.
Date: January 5, 2005 By: /s/ Jaron Lotan
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Name: Jaron Lotan
Title: President and Chief
Executive Officer
EXHIBIT INDEX
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Exhibit
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A. Notice of shareholders meeting
EXHIBIT A
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TECNOMATIX TECHNOLOGIES LTD.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To the shareholders of Tecnomatix Technologies Ltd.
Notice is hereby given that an extraordinary general meeting of
shareholders (the "Meeting") of Tecnomatix Technologies Ltd., a company formed
under the laws of the State of Israel (the "Company"), will be held for the
purpose, inter alia, of approving, authorizing and ratifying the Agreement of
Merger, dated January 3, 2005, by and among the Company, UGS Corp. a Delaware
corporation ("UGS") and Treasure Acquisition Sub Ltd., an Israeli company and
a wholly-owned subsidiary of UGS ("UGS Sub") (the "Merger Agreement"), and the
transactions contemplated thereby, including the Merger of UGS Sub with and
into the Company (the "Merger"). In the Merger each outstanding Ordinary Share
par value NIS 0.01 per share of the Company will automatically be converted
into and represent solely the right to receive US $17.00 in cash, without
interest thereon. It is intended that the proposed Merger shall be effected in
accordance with Sections 314 through 327 of the Israeli Companies Law, 1999
(the "Companies Law"), in which the separate corporate existence of UGS Sub
shall cease and the Company shall continue as the surviving corporation and
shall succeed to and assume all of the rights, properties and obligations of
UGS Sub. Upon consummation of the Merger, the Company will become an indirect
wholly-owned subsidiary of UGS.
Subject to the provisions of Section 320(c) of the Companies Law, the
affirmative vote of shareholders holding 75% (seventy-five percent) of the
voting shares of Company present and voting at the Meeting at which a quorum
is present is necessary to approve the Merger.
The Meeting is initially scheduled to take place on February 28, 2005
at 16:00, Israel time, at the principal executive offices of the Company
located at Delta House, 16 Abba Eban Ave. Herzliya 46120, Israel.
The Company intends to mail a proxy statement (the "Proxy Statement")
to its shareholders containing information about the Merger Agreement, the
proposed Merger and the other transactions contemplated by the Merger
Agreement. Shareholders are urged to read the Proxy Statement carefully when
it is available. Depending upon the time of completion and mailing of the
Proxy Statement the time and place of the Meeting may be changed.
This notice is mailed to shareholders of record at the close of
business on December 31, 2004.
This notice of the Meeting is being provided to the shareholders of
the Company pursuant to the Companies Law. It does not constitute a proxy
statement, solicitation of proxies or notice of meeting for purposes of the
U.S. Securities Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Harel Beit-On
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Harel Beit-On
Chairman of the Board
January 4, 2005