SECURITIES AND
EXCHANGE COMMISION
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
June 21, 2004
SCITEX CORPORATION LTD.
(Translation of registrant’s
name into English)
3 Azrieli Center
Triangle Building
Tel Aviv, 67023
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 o
Indicate by check mark whether the
registrant by furnishing the information contained
in this Form is also furnishing the
information to the Commission pursuant to Rule
12g3-2(b) under the Securities and
Exchange Act of 1934.
Yes o No x
| Attached to the Registrant’s Form 6-K, and incorporated by reference herein is the Registrant’s press release dated June 20, 2004, announcing that the Registrant completed its Self Tender Offer. |
SIGNATURE
| Pursuant to the requirement 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. |
| SCITEX CORPORATION LTD. BY: /S/ Yahel Shachar —————————————— Yahel Shachar Chief Financial Officer |
June 21, 2004
NEWS
FOR IMMEDIATE RELEASE
Scitex Completes Self Tender Offer
Tel Aviv, Israel – June 20, 2004. Scitex Corporation Ltd. (Nasdaq & TASE: SCIX) announced today that it has successfully completed its self tender offer to purchase its ordinary shares for $5.67 per share net to the seller in cash, less any required withholding taxes and without interest. The tender offer, which commenced on May 14, 2004, expired on Friday, June 18, 2004 at 5:00 p.m., New York time.
Scitex has been advised by the depositaries for the tender offer that, as of the final expiration of the tender offer, a total of 4,952,050 shares had been validly tendered and not properly withdrawn pursuant to the offer. As contemplated in the offer to purchase, Scitex has accepted for purchase all of the 4,952,050 shares tendered, and shall purchase from each tendering shareholder the full amount of his or her tender. Scitex shall pay for the tendered shares approximately $28 million in the aggregate. The shares to be purchased represent approximately 11.5% of the 43,018,413 shares issued and outstanding as of immediately prior to the consummation of the tender offer. Scitex will have 38,066,363 shares issued and outstanding as of the time immediately following the payment for the tendered shares (excluding 5,401,025 treasury shares).
Payment for the shares accepted will be made promptly through American Stock Transfer & Trust Company or Clal Finance Batucha Investment Management Ltd., the depositaries for the tender offer.
After payment for the shares tendered in the offer and accepted for payment, Discount Investment Corporation Ltd. and Clal Industries and Investments Ltd., Scitex’s principal shareholders, are expected to beneficially own, in the aggregate, 18,702,255 ordinary shares of Scitex, representing approximately 49.13% of the issued and outstanding shares of Scitex.
Scitex Corporation Ltd.
Scitex shares trade on Nasdaq and The
Tel Aviv Stock Exchange under the symbol “SCIX.” For more information, please
visit our Website at www.scitex.com.
Forward Looking
Statements
Except for the historical
information herein, the matters discussed in this news release include forward-looking
statements within the meaning of the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements that are
based on various assumptions (some of which are beyond the Company’s control) may be
identified by the use of forward-looking terminology, such as “may,” “can
be,” “will,” “expects,” “anticipates,”
“intends,” “believes,” “projects,” “potential,”
“are optimistic,” “view” and similar words and phrases. Actual results
could differ materially from those set forth in forward-looking statements due to a
variety of factors, including, but not limited to, (1) risks in product and technology
development, (2) market acceptance of new products and continuing product demand, (3) the
impact of competitive products and pricing, (4) changes in domestic and foreign economic
and market conditions, (5) timely development and release of new products by strategic
suppliers, (6) the impact of the Company’s accounting policies, (7) risks relating to
the integration of new businesses, (8) uncertainty of outcome of shareholders litigation,
(9) uncertainty as to the timing of the contemplated cash distribution and (10) the other
risk factors detailed in the Company’s most recent annual report and other filings
with the U.S. Securities and Exchange Commission. Except as may be required by law, the
Company does not undertake, and specifically disclaims, any obligation to publicly release
the results of any revisions which may be made to any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or circumstances after the
date of such forward-looking statements.
Scitex and the Scitex logo are registered trademarks and registered service marks of Scitex Corporation Ltd.
| Contacts |
| Scitex Corporation Ltd. | |
| Yahel Shachar | |
| Chief Financial Officer | |
| Tel: | +972 3 607-5855 |
| Fax: | +972 3 607-5884 |
| E-mail: yahel.shachar@scitex.co.il | |
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