Lanoptics Ltd - Report of Foreign Issuer (6-K)
03 Januar 2008 - 2:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JANUARY 2008
LANOPTICS LTD.
(Name of Registrant)
1 HATAMAR STREET, P.O.B. 527, YOKNEAM 20692, ISRAEL
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
FORM 20-F [X] 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): [_]
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): [_]
Indicate by check mark whether by furnishing the information contained in
this Form, the registrant 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]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
This Form 6-K is being incorporated by reference into the Registrant's Form F-3
Registration Statements File Nos. 333-126416 and 333-112136 and 333-121611 and
333-139707 and 333-144251 and Form S-8 Registration Statements File Nos.
33-71822 and 333-134593.
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.
LANOPTICS LTD.
By: /s/ Dror Israel
--------------------------
Dror Israel
Chief Financial Officer
Dated: January 3, 2008
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LANOPTICS TO COMPLETE ACQUISITION OF SUBSTANTIALLY ALL OF EZCHIP'S EQUITY
LANOPTICS TRADING MOVES TO NASDAQ GLOBAL MARKET; APPLIED TO
CHANGE TRADING SYMBOL TO "EZCH"
YOKNEAM, ISRAEL, JANUARY 3, 2008 - LanOptics Ltd. (NASDAQ: LNOP), a
provider of Ethernet network processors, announced today that the last two
principal shareholder groups of its subsidiary, EZchip Technologies Ltd., have
elected to exchange all of their shares of EZchip for shares of LanOptics. This
exchange represents the last major step in LanOptics' long-term plan to acquire
100% ownership of EZchip.
LanOptics will acquire preferred shares of EZchip from the two principal
shareholders, representing the equivalent of 20,047,365 EZchip ordinary shares,
in exchange for the issuance of 5,011,841 LanOptics shares. The resulting
dilution in each LanOptics shareholder's percentage of ownership will be
substantially offset by the increase in LanOptics' holdings in EZchip.
LanOptics' business consists exclusively of the business of EZchip, a company
that is engaged in the development and sales of Ethernet network processors.
Following the exchange, LanOptics will own approximately 99% of the
outstanding share capital of EZchip, or 89% on a fully diluted basis. The
residue represents unissued EZchip shares subject to outstanding EZchip options
held by current and former employees of EZchip. Pursuant to the exchange
agreement, LanOptics is required to register the shares issued in the exchange
with the U.S. Securities and Exchange Commission.
LanOptics further announced that starting tomorrow, January 4, 2008 the
company's ordinary shares will be traded on the NASDAQ Global MarketSM. The
company has also applied to change its trading symbol from "LNOP" to "EZCH"
effective January 17, 2008.
"It is an exciting day in the history of our company and the beginning of a
new era," commented Eli Fruchter, the Chairman of LanOptics and CEO of EZchip.
"It has been our long-term goal to acquire full ownership of EZchip and we are
excited to finally reach this milestone. We expect the rationalizing of our
corporate structure and the unifying of the shareholdings in the two companies
under our EZchip brand name to further support the company's continued growth
and allow various efficiencies in the operation of the businesses."
"We are also delighted to announce our upgrade to the NASDAQ Global
MarketSM - a testament to the company's recent results and increased trading in
the company's shares. We expect the move to the more prestigious NASDAQ Global
MarketSM, combined with our new trading symbol - "EZCH", once approved, will
provide greater visibility and liquidity to our shares and promote our EZchip
brand name recognition," Mr. Fruchter added.
This press release shall not constitute an offer to sell or solicitation of
an offer to buy, any securities of LanOptics.
ABOUT LANOPTICS
LanOptics' business consists exclusively of the business of EZchip, a company
that is engaged in the development and marketing of Ethernet network processors
for networking equipment. EZchip provides its customers with solutions that
scale from 1-Gigabit to 100-Gigabits per second with a common architecture and
software across all products. EZchip's network processors provide the
flexibility and integration that enable triple-play data, voice and video
services in systems that make up the new Carrier Ethernet networks. Flexibility
and integration make EZchip's solutions ideal for building systems for a wide
range of applications in telecom networks, enterprise backbones and data
centers. For more information on LanOptics and EZchip, visit the web site at
http://www.ezchip.com.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. FORWARD-LOOKING STATEMENTS ARE
STATEMENTS THAT ARE NOT HISTORICAL FACTS AND MAY INCLUDE FINANCIAL PROJECTIONS
AND ESTIMATES AND THEIR UNDERLYING ASSUMPTIONS, STATEMENTS REGARDING PLANS,
OBJECTIVES AND EXPECTATIONS WITH RESPECT TO FUTURE OPERATIONS, PRODUCTS AND
SERVICES, AND STATEMENTS REGARDING FUTURE PERFORMANCE. THESE STATEMENTS ARE ONLY
PREDICTIONS BASED ON LANOPTICS' CURRENT EXPECTATIONS AND PROJECTIONS ABOUT
FUTURE EVENTS. THERE ARE IMPORTANT FACTORS THAT COULD CAUSE LANOPTICS' ACTUAL
RESULTS, LEVEL OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY
FROM THE RESULTS, LEVEL OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THOSE FACTORS INCLUDE, BUT ARE NOT
LIMITED TO, THE IMPACT OF COMPETITIVE PRODUCTS, PRODUCT DEMAND AND MARKET
ACCEPTANCE RISKS, CUSTOMER ORDER CANCELLATIONS, RELIANCE ON KEY STRATEGIC
ALLIANCES, FLUCTUATIONS IN OPERATING RESULTS, DELAYS IN DEVELOPMENT OF
HIGHLY-COMPLEX PRODUCTS AND OTHER FACTORS INDICATED IN LANOPTICS' FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION (SEC). FOR MORE DETAILS, REFER TO
LANOPTICS' SEC FILINGS AND THE AMENDMENTS THERETO, INCLUDING ITS ANNUAL REPORT
ON FORM 20-F FILED ON MARCH 30, 2007 AND ITS CURRENT REPORTS ON FORM 6-K.
LANOPTICS UNDERTAKES NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS TO
REFLECT SUBSEQUENT OCCURRING EVENTS OR CIRCUMSTANCES, OR TO CHANGES IN OUR
EXPECTATIONS, EXCEPT AS MAY BE REQUIRED BY LAW.
CONTACT:
Ehud Helft / Ed Job
CCGK Investor Relations
info@gkir.com / ed.job@ccgir.com
Tel: (US)+1-646-201-9246 /+1-646-213-1914
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