6-K

                                    FORM 6-K


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                        REPORT OF FOREIGN PRIVATE ISSUER
                        PURSUANT TO RULE 13A-16 OR 15D-16
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           For the Month of April 2006

                        Commission File Number 000-50544

                       LIPMAN ELECTRONIC ENGINEERING LTD.
                       ----------------------------------
                 (Translation of registrant's name into English)

             11 Haamal Street, Park Afek, Rosh Haayin 48092, 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
                          ---                                ---

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 if 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                                No  x
                             ---                               ---
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule
12g3-2(b): 82-____

                           -------------------------









                                 DOCUMENTS FILED

See the Exhibit Index hereto for a list of the documents filed herewith and
forming a part of this Form 6-K.

The information set forth in this Report on Form 6-K is hereby incorporated by
reference into the Registration Statement on Form S-8 (File No. 333-112993) and
the Registration Statement on Form S-8 (File No. 333-126955) of Lipman
Electronic Engineering Ltd.

                                   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.



                   LIPMAN ELECTRONIC ENGINEERING LTD.
                   (Registrant)



                   By:      /s/ Mike Lilo
                      --------------------------------------------------
                        Mike Lilo
                        Executive Vice President, Finance and
                        Chief Financial Officer



Dated:   April 10, 2006








                                  EXHIBIT INDEX

Exhibit No.       Description
- -----------       ------------

1.                Press Release Dated April 10, 2006

EX-1

        [VERIFONE LOGO OMITTED]                    [LIPMAN LOGO OMITTED]


    VeriFone Investor Contact:
    William Nettles - Director
    Corporate Development & IR
    Tel: 408-232-7843
    Email: ir@verifone.com

    VeriFone Editorial Contact:
    Pete Bartolik
    VeriFone, Inc.
    Tel: 508-283-4112
    Email:
    pete_bartolik@verifone.com

    Lipman Contacts:
    Liat Angel (Israel)
    Tel: +972-3-9029730
    Email: liata@lipman.co.il

    Jeff Corbin (USA)
    Tel: 212-896-1214
    Email: jcorbin@kcsa.com


                           VERIFONE TO ACQUIRE LIPMAN

             VERIFONE TO BE #1 OR #2 IN MOST KEY MARKETS WORLDWIDE

                         TRANSACTION EXPECTED TO CLOSE

              BY THE END OF CURRENT FISCAL YEAR (OCTOBER 31, 2006)

                EXPECTED TO BE ACCRETIVE TO FISCAL 2007 EARNINGS


SAN JOSE, CA and ROSH HAAYIN, ISRAEL - April 10, 2006 - VeriFone Holdings, Inc.
(NYSE: PAY) and Lipman Electronic Engineering Ltd. (NASDAQ: LPMA; TASE: LPMA)
today announced that they have entered into a definitive agreement for VeriFone
to acquire Lipman, the Rosh Haayin, Israel-based provider of electronic payment
systems. Following the acquisition, VeriFone will become the largest global
provider of electronic payment solutions and services, capitalizing on
accelerating growth in the emerging markets and demand for IP-based and wireless
payment systems.
         Lipman shareholders will receive for each Lipman share 0.5 shares of
VeriFone common stock and $14.304 in cash, adjusted for a special dividend. The
amount of the special dividend has not been finally determined but will likely
exceed $23 million. Alternatively, Lipman shareholders may elect to receive
either $29.07 in cash, or 0.9844 shares of VeriFone stock for each Lipman share,
each adjusted for the special dividend. The cash and stock elections are subject
to proration such that VeriFone will issue in the aggregate approximately 13.3
million shares of VeriFone stock and pay approximately






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$382 million in cash, adjusted for the special dividend. The acquisition is
valued at $793 million based on VeriFone's share price at the close of trading
on April 7th, 2006. VeriFone expects the transaction to be accretive to street
consensus estimates for fiscal 2007 net income, as adjusted. Closing is expected
to occur by the end of VeriFone's current fiscal year (October 31, 2006).
Following completion of the acquisition, VeriFone will continue to trade on the
New York Stock Exchange and will be dual listed on the Tel Aviv Stock Exchange.
         VeriFone Chairman and CEO Douglas G. Bergeron said, "The acquisition
provides exciting opportunities for VeriFone. The two companies are the fastest
growing and most profitable providers of point of sale electronic payment
technologies. Geographically, the businesses are complementary, and will be the
leader in North America and the emerging markets, and number one or number two
in most other key markets world-wide. Through this acquisition we will extend
our technology leadership, particularly in the rapidly growing wireless and IP
segments. Most importantly, we will be able to bring new technologies to market
more quickly, offer a broader set of solutions and increased level of service
and support to our customers worldwide."
         "Since its founding in 1974, Lipman has established a track record of
innovation and leadership in wireless payment technology, which is crucial to
emerging markets that lack wired telephone infrastructure and to capture mobile
payments throughout the world. The ability to leverage VeriFone's worldwide
sales and marketing channels will increase the rate at which we can penetrate
the emerging markets that have tremendous growth potential," said Lipman
President and CEO Isaac Angel.
         In its fiscal year ended October 31, 2005, VeriFone's net revenues were
$485.4 million, an increase of 24% over the comparable period of 2004 with
domestic and international growth well exceeding industry growth rates,
indicating continued market share gain; net income, as adjusted, for the year
was $49.7 million. Lipman's revenues in the fiscal year ended December 31,








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2005 were $235.4 million, an increase of 30.4% over the comparable period of
2004 and net income for the year was US GAAP $20.0 million. The acquisition is
subject to approval by shareholders of both companies and customary regulatory
approvals.
         Lehman Brothers acted as financial advisor to VeriFone on the
acquisition. Merrill Lynch acted as
financial advisor to Lipman.

CONFERENCE CALL

         The management of VeriFone and Lipman will host a conference call,
which will be simultaneously webcast, on April 10th, 2006 at 08:30 AM (EST) to
discuss the acquisition. Management may provide forward-looking guidance on this
conference call. To access the live conference call, the dial-in numbers are as
follows:
         Domestic callers: 800-291-5365
         International callers: 617-614-3922
         Participant Passcode: 53588404
         To access the audio webcast, please go to VeriFone's website
(http://ir.verifone.com) at least ten minutes prior to the call to register. The
recorded audio webcast will be available on VeriFone's website until April 17th,
2006.
         A replay of the conference call, which can be accessed by dialing
toll-free 888-286-8010, and outside the U.S. 617-801-6888, will be available
until April 17th, 2006. The access code for the replay is 53209021.
                                    --ends--

ABOUT VERIFONE HOLDINGS, INC. (WWW.VERIFONE.COM)
- ------------------------------------------------
VeriFone Holdings, Inc. ("VeriFone") (NYSE: PAY), a global leader in secure
electronic payment technologies, provides expertise, solutions and services for
today with a migration strategy for tomorrow. VeriFone delivers solutions that
add value to the point of sale, resulting in improved merchant retention and the
generation of new sources of revenue for its partners and customers. VeriFone
solutions are specifically designed to meet the needs of vertical markets
including financial, retail, petroleum, government and healthcare.

ABOUT LIPMAN
- ------------
Lipman is a leading worldwide provider of electronic payment systems. Lipman
develops, manufactures and markets a variety of handheld, wireless and landline
POS terminals, electronic cash registers, retail ATM units, PIN pads and smart
card readers, as well as integrated PIN and smart card ("Chip & PIN") solutions.
In addition, Lipman





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develops technologically advanced software platforms that offer comprehensive
and customized transaction processing solutions for its customers, as well as
managed professional services such as on-site and call-center support with
remote terminal management.

Lipman's corporate headquarters and R&D facilities are located in Israel. Lipman
also maintains offices in the US, United Kingdom, Turkey, China, Spain, Finland,
Russia, Italy, Canada and Latin America. For more information visit
www.lipman.biz.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
- ---------------------------------------------

This press release includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations or beliefs and are
subject to uncertainty and changes in circumstances. Actual results may vary
materially from those expressed or implied by the statements herein due to
changes in economic, business, competitive, technological and/or regulatory
factors, and other risks and uncertainties affecting the operation of the
business of VeriFone Holdings, Inc. and Lipman Electronic Engineering Ltd. These
risks and uncertainties include: the status of the companies' relationship with
and condition of third parties upon whom we rely in the conduct of our business,
our dependence on a limited number of customers, uncertainties related to the
conduct of our business internationally, our ability to effectively hedge our
exposure to foreign currency exchange rate fluctuations, our dependence on a
limited number of key employees, short product cycles, rapidly changing
technologies and maintaining competitive leadership position with respect to our
payment solution offerings, our ability to identify and complete acquisitions
and strategic investments and successfully integrate them into our business, and
our ability to protect against fraud. For a further list and description of such
risks and uncertainties, see our periodic filings with the Securities and
Exchange Commission (the "SEC"). VeriFone and Lipman are under no obligation to,
and expressly disclaim any obligation to, update or alter their forward-looking
statements, whether as a result of new information, future events, changes in
assumptions or otherwise.

VeriFone intends to file a registration statement on Form S-4, including a proxy
statement/prospectus of VeriFone and Lipman, and VeriFone and Lipman will file
other materials with the SEC. Investors and security holders are urged to read
the registration statement and the proxy statement/prospectus which will be sent
to stockholders in connection with the merger and any other relevant documents
filed with the SEC when they become available, as well as any amendments or
supplements to those documents, because they will contain important information.
Investors and security holders may obtain a free copy of documents filed with
the SEC at the SEC's Internet web site at (www.sec.gov). These documents may
also be obtained free of charge from VeriFone by directing such request to the
investor relations section of verifone.com.