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
September 25, 2003
Tecnomatix Technologies Ltd.
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(Exact Name of Registrant as specified in the charter)
N/A
(Translation of Registrant's name into English)
Israel
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(Jurisdiction of incorporation or organization)
16 Hagalim Avenue, Herzlia 46733, 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 [ ]
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]
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.
By: /s/ Harel Beit-On
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Harel Beit-On
Chairman of the Board of Directors and Chief Executive Officer
Dated: September 25, 2003
September 20, 2003
Dear Fellow Shareholder:
You are cordially invited to attend the Extraordinary Meeting of Shareholders of
Tecnomatix Technologies Ltd. to be held on Monday, October 20, 2003 at 10:00
a.m. Israel time, at the executive offices of the Company at Delta House, 16
Hagalim Avenue, Herzliya, Israel.
In accordance with the Israeli Company's Law, 5759-1999, Israeli companies are
required to appoint two external directors. Mr. Gerald B. Cramer, co-founder and
Chairman of CRM LLC, and Ms. Talia Livni, the Legal Advisor of the Histadrut
(General Federation of Labor in Israel), have served the Company in such
capacity for three (3) years and the Board of Directors recommends their
election for an additional three (3)-year term of office.
Pursuant to the provisions of the Companies Law, both of Mr. Cramer and Ms.
Livni have signed a written declaration affirming that the necessary
requirements of the Companies Law for their election as external directors have
been met.
The Extraordinary Meeting will act to (i) elect two external directors to serve
on the Board of Directors for an additional three-year term, as described above;
(ii) approve the securities compensation to the external directors; (iii)
approve the purchase of the Company`s directors and officers' liability
insurance policy; (iv) approve the adoption of the Company's 2003 Global Share
Option Plan and Appendixes thereto and the increase in the number of Ordinary
Shares authorized for grant under the Company's 2003 Global Share Option Plan;
(v) approve the Company's Stock Option Exchange Plan; and (vi) approve the
compensation, bonus and option grant to the Company's Chairman of the Board and
Chief Executive Officer; the terms of option grants made to the Chairman and
Chief Executive Officer and to another director; and the repurchase of 110,000
Ordinary Shares from the Chairman and Chief Executive Officer.
We look forward to greeting those shareholders who are able to be present at the
meeting. However, whether or not you plan to attend the meeting, it is important
that your shares be represented. We recommend a vote for approval of the
proposed resolutions included in the formal notice of the meeting attached
hereto. Accordingly, you are urged to sign, date and mail the enclosed Proxy in
the envelope provided at your earliest convenience.
Thank you for your cooperation.
Very truly yours,
Harel Beit-On
Chairman of the Board
TECNOMATIX TECHNOLOGIES LTD.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 20, 2003
Notice is hereby given that the Extraordinary General Meeting of Shareholders of
Tecnomatix Technologies Ltd. (the "COMPANY") will be held on Monday, October 20,
2003 at 10:00 a.m. Israel time, at the executive offices of the Company at Delta
House, 16 Hagalim Avenue, Herzliya, Israel.
The agenda for the Extraordinary General Meeting is as follows:
1. To elect Mr. Gerald B. Cramer and Ms. Talia Livni to serve as external
directors within the meaning of the Israeli Companies Law, 5759-1999 for a
term of three (3) years commencing on the date of their election by the
shareholders.
2. To approve the grant of options to purchase ordinary shares, par value NIS
0.01 per share (the "ORDINARY SHARES"), of the Company to each of Mr.
Cramer and Ms. Livni as securities compensation for their future service as
external directors.
3. To approve the purchase by the Company of directors and officers' liability
insurance for the directors and officers of the Company and its
subsidiaries.
4. To approve the adoption of the Company's 2003 Global Share Option Plan (the
"2003 PLAN") and the Israel and U.S. Appendixes thereto and the increase in
the number of Ordinary Shares authorized for grant under the Company's 2003
Plan by 100,000 Ordinary Shares.
5. To approve the Company's Stock Option Exchange Program pursuant to which
the Company will cancel outstanding options and issue new options to
purchase Ordinary Shares under its 2003 Plan.
6. To approve (i) the compensation, bonus and option grant to the Company's
Chairman of the Board of Directors and Chief Executive Officer (the
"CHAIRMAN AND CEO"); (ii) the terms of options grants made to the Chairman
and CEO and to another director; and (iii) the repurchase of 110,000
Ordinary Shares from the Chairman and CEO.
7. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Shareholders of record at the close of business on September 16, 2003 will be
entitled to notice of, and to vote at, the Extraordinary General Meeting.
Shareholders who are unable to attend the Meeting in person are requested to
complete, date and sign the enclosed form of proxy and return it promptly in the
pre-addressed, stamped envelope provided. Shareholders who attend the meeting
may revoke their proxy and vote their shares in person.
Joint holders of Ordinary Shares should take note that, pursuant to Article 31.4
of the Articles of Association of the Company, the vote of the senior of the
joint holders of any Ordinary Shares who tenders a vote, whether in person or by
proxy, will be accepted to the exclusion of the vote(s) of the other joint
holder(s) of such Ordinary Share, and for this purpose seniority will be
determined by the order in which the names were registered in the Company's
Registrar of Members.
BY ORDER OF THE BOARD OF DIRECTORS,
Efrat Safran, Adv.
GENERAL COUNSEL AND SECRETARY
TECNOMATIX TECHNOLOGIES LTD.
- 2 -
TECNOMATIX TECHNOLOGIES LTD.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR USE AT THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 20, 2003
The undersigned shareholder of Tecnomatix Technologies Ltd. (the "COMPANY")
hereby appoints Mr. Oren Steinberg and Ms. Efrat Safran, and each of them, the
true and lawful attorney, agent and proxy of the undersigned, with full power of
substitution, to vote as described below all of the Ordinary Shares of the
Company that the undersigned is entitled to vote at the Extraordinary General
Meeting of Shareholders of the Company to be held on Monday, October 20, 2003 at
10:00 a.m. Israel time, at the offices of the Company at Delta House, 16 Hagalim
Avenue, Herzliya, Israel and at any adjournment thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS, REVOKES ANY PROXY OR PROXIES HERETOFORE GIVEN
TO VOTE UPON OR ACT WITH RESPECT TO THE UNDERSIGNED'S SHARES AND HEREBY RATIFIES
AND CONFIRMS ALL THAT SAID PROXIES, THEIR SUBSTITUTES OR ANY OF THEM, MAY
LAWFULLY DO BY VIRTUE HEREOF.
[X] Please mark your votes as in this example.
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FOR AGAINST ABSTAIN
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X
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To (i) elect two external directors to serve on the Board of Directors for an
additional three-year term; (ii) approve the securities compensation to the
external directors; (iii) approve the purchase of the Company`s directors and
officers' liability insurance policy; (iv) approve the adoption of the Company's
2003 Global Share Option Plan and Appendixes thereto and the increase in the
number of Ordinary Shares authorized for grant under the Company's 2003 Global
Share Option Plan; (v) approve the Company's Stock Option Exchange Plan; (vi)
approve the compensation, bonus and option grant to the Company's Chairman of
the Board and Chief Executive Officer; the terms of option grants made to the
Chairman and Chief Executive Officer and to another director; and the repurchase
of 110,000 Ordinary Shares from the Chairman and Chief Executive Officer; and
(vii) vote on such other business as may properly come before the meeting or any
adjournment thereof
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FOR AGAINST ABSTAIN
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Signature(s): _______ Date: _______ Signature(s):_______ Date: _______
NOTE: Please mark, date and sign exactly as name(s) appear on this proxy and
return this proxy card promptly using the enclosed envelope. If the signer is a
corporation, please sign full corporate name by duly authorized officer.
Executives, administrators, trustees, etc. should state full title or capacity.