8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2015

MELLANOX TECHNOLOGIES, LTD.

(Exact name of registrant as specified in its charter)

Israel

(State or other jurisdiction of incorporation)

001-33299
(Commission File Number) 98-0233400
(IRS Employer Identification Number)

Beit Mellanox

Yokneam, Israel 20692

(Address of principal executive offices, including Zip Code)

+972-4-909-7200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure.

On November 12, 2015, Mellanox Technologies, Ltd. (“Mellanox”) issued a press release announcing the postponement of the vote of the shareholders of EZchip Semiconductor Ltd. (“EZchip”) for approval of that certain Agreement of Merger (the “Merger Agreement”), dated as of September 30, 2015, by and among Mellanox, Mondial Europe Sub Ltd., a wholly owned subsidiary of Mellanox, and EZchip, and Mellanox’s request to make certain amendments to the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of Current Report on Form 8-K, as well as Exhibit 99.1, shall not be treated as “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
99.1	Press Release dated November 12, 2015.*

* Exhibit 99.1 relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 12, 2015	MELLANOX TECHNOLOGIES, LTD.
	By:	/s/ Jacob Shulman
	Name:	Jacob Shulman
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 12, 2015.*

*Exhibit 99.1 relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

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EX-99.1

Exhibit 99.1

PRESS RELEASE

MELLANOX REAFFIRMS OFFER FOR EZCHIP

AT $25.50 PER SHARE IN CASH

Mellanox Requests Postponement of Vote and Amendment to Merger Agreement to Allow for Go-Shop Period

EZchip Shareholders Urged to Vote WHITE Card Immediately Upon Receipt

SUNNYVALE, CA and YOKNEAM, ISRAEL — November 12, 2015 — Mellanox® Technologies, Ltd. (NASDAQ: MLNX) today announced that it has sent a letter to EZchip Semiconductor Ltd. (NASDAQ: EZCH TASE: EZCH) requesting amendments to the terms of the definitive merger agreement under which Mellanox will acquire EZchip, as well as the postponement of the vote on the merger transaction and the removal from the agenda of the approval of the transaction at EZchip’s November 12, 2015 Annual General Meeting.

Mellanox also reaffirmed its full, fair and firm offer of $25.50 per EZchip share, which represents a premium of 16% over the closing price of EZchip shares on September 29, 2015 (the last trading day prior to the public announcement) and a 33% premium and 31% premium over the volume-weighted average closing prices of EZchip shares over the 12-month and 3-month period prior to the public announcement of the transaction.

Mellanox proposed the following amendments to the definitive merger agreement:

·Mellanox permits EZchip to solicit and enter into negotiations with third parties with respect to a potential superior acquisition during a “go-shop” period of 30 days from the date the amendment is executed. There can be no assurance that this process will result in a superior proposal, however, to the extent EZchip receives or negotiates an acquisition proposal that constitutes a superior proposal, Mellanox will have a matching right.

·Mellanox will waive its rights to be paid a termination fee pursuant to the existing agreement.

Under the terms of the new agreement, the vote on the merger transaction would take place at a new extraordinary general meeting, on a date to be agreed upon by both parties.  EZchip will announce the new date and set a new record date for all EZchip shareholders eligible to vote on the transaction.

Eyal Waldman, President and CEO of Mellanox, said, “The Mellanox offer of $25.50 per share is full, fair and firm, and highly attractive for EZchip shareholders compared to peers and precedent semiconductor transactions. This offer provides EZchip shareholders with the certainty of immediate cash value at a significant premium.  Importantly, the EZchip Board has definitively stated that the transaction provides superior value to EZchip’s standalone prospects, particularly given the execution and market risks that EZchip faces as an independent company.”

Waldman continued, “Given the misinformation about EZchip and its Board’s process that is being circulated by one of EZchip’s shareholders, Mellanox has proposed certain amendments to our merger agreement. We believe these amendments and the extension will conclusively demonstrate that our offer represents the best available option for EZchip shareholders and that voting FOR the transaction is in EZchip shareholders’ best interests. We therefore urge EZchip shareholders to follow the recommendation of its Board of Directors and vote FOR the transaction to receive the premium that Mellanox has agreed to pay.”

EZchip shareholders are urged to vote the WHITE card immediately upon receipt and to throw away any Gold cards that they receive from Raging Capital.

EZchip shareholders who have any questions about EZchip’s Extraordinary General Meeting for the approval of the merger, or who need assistance in voting their shares, please contact EZchip’s proxy solicitor, MacKenzie Partners, toll-free: (800) 322-2885 or collect: (212) 929-5500.

About Mellanox

Mellanox Technologies is a leading supplier of end-to-end InfiniBand and Ethernet interconnect solutions and services for servers and storage. Mellanox interconnect solutions increase data center efficiency by providing the highest throughput and lowest latency, delivering data faster to applications and unlocking system performance capability. Mellanox offers a choice of fast interconnect products: adapters, switches, software, cables and silicon that accelerate application runtime and maximize business results for a wide range of markets including high-performance computing, enterprise data centers, Web 2.0, cloud, storage and financial services. More information is available at www.mellanox.com.

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Mellanox is a registered trademark of Mellanox Technologies, Ltd.  All other trademarks are property of their respective owners.

Media Contacts

Andrea Calise/Kimberly Kriger

Kekst

+1-212-521-4845/+1-212-521-4862

Andrea.Calise@Kekst.com or Kimberly.Kriger@Kekst.com

(Israel) Sharon Levin

Gelbart Kahana Investor Relations

+972-3-6070567

sharonl@gk-biz.com

Investor Contact

Mellanox Technologies

+1-408-916-0024

ir@mellanox.com

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