ALVRQ Alvarion Ltd (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 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 July 2015.

 

Commission File Number: 0-30628

 

ALVARION LTD.
(Translation of registrant's name into English)

 

Givat Yeshayahu 26, D.N. Emek Ha'ela, 99825 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 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 ]

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ___.

 

CONTENTS

 

Annexed hereto are copies of the following items:

 

1.	Alvarion Ltd. (in liquidation and receivership) (the “Registrant”) Notice regarding the convening of a creditors meeting and a shareholders meeting in accordance with Article 350 of the Companies Law, provided to the shareholders of the Registrant in connection with the forgoing shareholders meeting, which is scheduled to be held August 2, 2015 (the “Meeting”), annexed as Exhibit 99.1 hereto:
2.	Proxy Card being for use in connection with the Meeting, annexed as Exhibit 99.2 hereto.

 

 

 

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.

 

	ALVARION LTD. (in liquidation and receivership)
Date: July 29, 2015	By:	/s/ Yoav Kfir
		Name:	Yoav Kfir
		Title:	Court Appointed Receiver and Special Manager

  

 

 

 

 

EXHIBIT INDEX

 

The following exhibits are furnished as part of this Form 6-K:

 

Exhibit No.		Description
99.1		Notice regarding the convening of a creditors meeting and a shareholders meeting in accordance with Article 350 of the Companies Law
99.2		Proxy Card being for use in connection with the Meeting

 

Exhibit 99.1

 

 

In the District Court	Liquidation File 22665-07-13
Tel Aviv-Jaffa

 

On the matter of:		The Companies Law 5759-1999
		The Companies Regulations (Application for a
		Compromise or Arrangement) 5762-2002
And on the matter of:		Yoav, Kfir, CPA
		Receiver and Special Manager for Alvarion Ltd.
		Public Co. 51-172231-6 (In Receivership and
		Liquidation) (Hereinafter: “Company”)
		Of Givat Yeshayahu 26, D.N. Emek Ha’ela
		Tel: (02) 995-5666 Fax: (02) 995-5777

 

 

Notice Regarding the Convening of a Creditors Meeting

and a Shareholders Meeting
in Accordance with Article 350 of the Companies Law

 

 

In accordance with the decision of the Honorable District Court of Tel Aviv-Jaffa (the Honorable Judge Eitan Orenstein), in Liquidation File 22665-07-13, ,dated July 22 2015, which orders the convening of a shareholders and creditors’ meeting, the undersigned hereby respectfully provides the Company creditors with notice as follows:

 

1.	On July 21, 2015, the undersigned submitted to the District Court of Tel Aviv-Jaffa an offer by submitted Ms. Gali Liberman and Mr. Victor Tshuva to buy the public shell for NIS 500,000, in accordance with Section 350 of the Companies Law, 5759-1999.
2.	A shareholders meeting to vote on the proposed offer and discuss its approval will be held on Sunday, August 2, 2015 at 3 p.m. at the offices of Victor Tshuva &Co, 3, Hayezira Street (S.A.P. Building – 7th floor), Ramat-Gan.
3.	A meeting of unsecured creditors to vote on the proposed offer and discuss its approval will be held on Sunday, August 2, 2015 at 3 p.m. at the offices of Victor Tshuva &Co, 3, Hayezira Street (S.A.P. Building – 7th floor), Ramat-Gan.

 

 

 

4.	Any creditor who submitted a debt claim to the Special Manager by the effective date July 15, 2014 is entitled to vote at the meeting. The relative weight given to the vote of each creditor shall be calculated based on the ratio of his debt to the total sum of all debt claims submitted to the Special Manager.
5.	A copy of the proposed offer and a voting form may be obtained by email by contacting the Special Manager’s office at yael@var-management.com. Creditors who would like to send in their vote via a voting form are required to send their voting form to the Receiver’s Offices, Fax No. (02) 995-5777, no later than Sunday August 2, 2015, 12 noon precisely.

 

 

Yoav Kfir, CPA

Court Appointed Receiver and Special Manager

 

 

 

 

Exhibit 99.2

 

  

In the District Court	Liquidation File 22665-07-13
Tel Aviv-Jaffa

 

On the matter of:		The Companies Law 5759-1999
		The Companies Regulations (Application for a
		Compromise or Arrangement) 5762-2002
And on the matter of:		Yoav, Kfir, CPA
		Receiver and Special Manager for Alvarion Ltd.
		Public Co. 51-172231-6 (In Receivership and
		Liquidation) (Hereinafter: “Alvarion”)
		Of Givat Yeshayahu 26, D.N. Emek Ha’ela
		Tel: (02) 995-5666 Fax: (02) 995-5777

 

Consent / Objection of Creditor / Shareholder
to the Offer to Buy the Public Shell

 

I, the Undersigned _________________________ I.D. _________________ on behalf of the creditor _____________________________ I.D. / Private Co. __________________ (hereinafter: “the Creditor”) do hereby request that the Chairman of the Meeting record my position on the offer to buy the public shell, which the Special Manager submitted to the Court on July 21, 2015 in reference to the Companies (hereinafter: “the Offer”) as follows:

 

[  ]	I have submitted a debt claim in the amount of ____________________NIS.
	I am a creditor:	[  ] unsecured  [  ] secured  [  ] preferential  [  ] employee
[  ]	I am a shareholder of_______________________ holding ________ shares.
[  ]	I am the authorized representative / empowered attorney of the creditor and I am permitted and authorized to provide the position of the creditor in a manner that will obligate the creditor for all intents and purposes. A copy of the Power of Attorney / Company Minutes is enclosed here with the voting form.
[  ]	I am FOR the proposed Composition with Creditors as provided to me.
[  ]	I am AGAINST the proposed Composition with Creditors as provided to me.
[  ]	I agree to any amendment of the proposed plan with which the majority of creditors / shareholders in my tier agrees.
[  ]	I object to any amendment of the proposed plan even if it may be beneficial to creditors.

Date		Signature

 

Confirmation of Signature

 

 

I, the undersigned do hereby confirm that on the date _______________________ Mr. / Ms. ____________________________ bearer of I.D. No. ____________________ / who is known to me personally, appeared before me and signed this document in my presence.

 

 

Date		, Attorney

 

 

 

 

 

 

 

 

 

 

 

 

In the District Court	Liquidation File 22665-07-13
Tel Aviv-Jaffa

 

 

On the matter of:		The Companies Law 5759-1999
		The Companies Regulations (Application for a
		Compromise or Arrangement) 5762-2002
And on the matter of:		Yoav, Kfir, CPA
		Receiver and Special Manager for Alvarion Ltd.
		Public Co. 51-172231-6 (In Receivership and
		Liquidation) (Hereinafter: “Alvarion”)
		Of Givat Yeshayahu 26, D.N. Emek Ha’ela
		Tel: (02) 995-5666 Fax: (02) 995-5777

 

Power of Attorney

 

I, the undersigned …………………………………… I.D. ………………………………… on behalf of the creditor ………………………………………………………… do hereby appoint ………………………………………… as my attorney to vote at the creditors’ meeting / shareholders’ meeting that will be held on August 2, 2015 or at any meeting that is postponed in order to vote.

 

[  ]	For	[  ]	Against	the proposed Creditors' settlement
[  ]	At his discretion, as he will deem it fit under the circumstances and in light of the information provided to him and that will be provided to him at the creditors’ meeting.

 

 

Signature		Date

 

 

Confirmation of Signature

 

I, the undersigned do hereby confirm that Mr. / Ms. ……………………………………………….. bearer of I.D. …………………………………………... / who is known to me personally has signed this Power of Attorney in my presence.

 

 

, Attorney		Date