SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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TECNOMATIX TECHNOLOGIES LTD.
(Translation of Registrant's Name into English)
Delta House, 16 Abba Eban Avenue, Herzliya 46120, Israel
(Address of Principal Corporate Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
[X] Form 20-F [_] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [_]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): [_]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
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 [X] No
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______________
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.
(Registrant)
By: /s/ Jaron Lotan
----------------------------
Jaron Lotan
President & Chief Executive Officer
Dated: October 28, 2004
October 20, 2004
Dear Fellow Shareholder:
You are cordially invited to attend the Annual General Meeting of Shareholders
of Tecnomatix Technologies Ltd. (the "COMPANY" or "TECNOMATIX") to be held on
Thursday, November 18, 2004 at 10:00 a.m. Israel time, at the executive offices
of the Company at Delta House, 16 Abba Eban Avenue, Herzliya, Israel.
At the meeting, the shareholders shall be requested to elect two directors to
replace or succeed the directors whose term in office has expired as of the
meeting. The proposed nominees to serve as directors are as follows.
NAME PRINCIPAL OCCUPATION
Aharon Dovrat Serves as Chairman of Dovrat & Co., a private investment company,
Chairman of Isal Amlat Ltd., a public investment company traded on
the Tel Aviv Stock Exchange, and as a Director of Delta Galil
Industries Ltd., a public company engaged in textile manufacturing
traded on the New York Stock Exchange.
Avi Zeevi A founding partner in several high-tech venture capital funds
including Carmel Software Fund and Dor Ventures Fund.
Both Messrs. Dovrat and Zeevi are currently serving as Tecnomatix directors. The
directors elected in the meeting shall serve as Class C Directors and their term
of office shall be until the Annual General Meeting of shareholders to be held
in 2007.
In addition to these proposed directors, Tecnomatix's current directors include:
Messrs. Harel Beit-On and Shlomo Dovrat, whose term expires at the Annual
General Meeting of shareholders to be held in 2005 and Messrs. Kenneth Bialkin
and Yaron Eitan, whose term expires at the Annual General Meeting of
shareholders to be held in 2006.
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, Adv., President of Naamat-Israel,
currently serve the Company in such capacity, with their term of office expiring
in October 2006.
At the meeting, the Company's shareholders will be requested to (i) elect two
new members of the Board of Directors, as described above; (ii) approve the
purchase by the Company of directors' and officers' liability insurance policy;
(iii) approve an increase in the number of Ordinary Shares authorized for grant
under the Company's 2003 Global Share Option Plan; (iv) receive and discuss
Tecnomatix's 2003 consolidated financial statements; and (v) ratify the
reappointment of Brightman Almagor & Co., a member of Deloitte Touche Tohmatsu,
as the Company's independent public accountants for the year ending December 31,
2004 and authorize the Board of Directors, subject to prior approval by the
Audit Committee of the Board of Directors, to determine their remuneration. The
adoption of each of the foregoing resolutions will require the affirmative vote
of holders of a majority of the shares held by the shareholders present in
person or represented by proxy and voting at the meeting.
At the meeting, the Company's management will report on the affairs of the
Company and a discussion period will be provided for questions and comments of
general interest to the shareholders.
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 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,
/s/ Harel Beit-On
Harel Beit-On
Chairman of the Board of Dirtectors
Tecnomatix Technologies Ltd.
TECNOMATIX TECHNOLOGIES LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 18, 2004
Notice is hereby given that the Annual General Meeting of Shareholders of
Tecnomatix Technologies Ltd. (the "COMPANY") will be held on Thursday, November
18, 2004 at 10:00 a.m. Israel time, at the executive offices of the Company at
Delta House, 16 Abba Eban Avenue, Herzliya, Israel.
The agenda for the Annual General Meeting is as follows:
To adopt the following resolutions by simple majority of those shareholders in
attendance at the meeting in person or by proxy:
1. To elect the following two currently serving directors to serve as
Class C Directors until the Annual General Meeting of shareholders to
be held in 2007: Messrs. Aharon Dovrat and Avi Zeevi.
2. To approve the purchase by the Company of directors' and officers'
liability insurance for directors and officers of the Company and its
subsidiaries.
3. To approve an increase in the number of Ordinary Shares authorized for
grant under the Company's 2003 Global Share Option Plan by 300,000
Ordinary Shares.
4. To receive and discuss the Company's Consolidated Balance Sheet as of
December 31, 2003 and the Consolidated Statements of Operations for
the year then ended.
5. To ratify the reappointment of Brightman Almagor & Co., a member of
Deloitte Touche Tohmatsu, as the independent public accountants of the
Company for the year ending December 31, 2004 and to authorize the
Board of Directors, subject to prior approval by the Audit Committee
of the Board of Directors, to determine their remuneration.
6. 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 October 18, 2004 will be
entitled to notice of, and to vote at, the Annual 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,
/s/ Efrat Safran
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
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 18, 2004
The undersigned shareholder of Tecnomatix Technologies Ltd. (the "COMPANY")
hereby appoints Mr. Oren Steinberg and Ms. Efrat Safran, and each of them, as
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 Annual General
Meeting of Shareholders of the Company to be held on Thursday, November 18, 2004
at 10:00 a.m. Israel time, at the offices of the Company at Delta House, 16 Abba
Eban Avenue, Herzliya, Israel and at any adjournment thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE ANNUAL 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.
FOR AGAINST ABSTAIN
[X] [_] [_]
FOR NOMINEE WITHHOLD AUTHORITY FOR NOMINEE
1. Election of Directors
Aharon Dovrat [_] [_]
Avi Zeevi [_] [_]
FOR AGAINST ABSTAIN
2. Approve the purchase by the Company of directors' and
officers' liability insurance for directors and officers
of the Company and its subsidiaries [_] [_] [_]
3. To approve an increase in the number of Ordinary Shares
authorized for grant under the Company's 2003 Global
Share Option Plan by 300,000 Ordinary Shares [_] [_] [_]
4. To ratify the reappointment of Brightman Almagor & Co., a
member of Deloitte Touche Tohmatsu, as the independent
public accountants of the Company for the year ending
December 31, 2004 and to authorize the Board of
Directors, subject to prior approval by the Audit
Committee of the Board of Directors, to determine their
remuneration [_] [_] [_]
Print Name:____________________ Signature(s):_________________ Date:___________
NOTE: Please mark, type name(s), sign exactly as name(s) appear on this proxy,
date 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.