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 June 2016
Commission File Number 000-12790
ORBOTECH LTD.
(Translation of Registrants name into English)
7 SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 8110101, ISRAEL
(Address of principal executive offices)
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): ¨
This report on Form 6-K (this Report) is filed with the Securities and Exchange Commission (the SEC) and is incorporated by reference into the Registration Statement on Form F-3 (Registration No. 333-211938) and the Registration Statements on Form S-8 (Registration No. 33-25782, Registration No. 33-78196, Registration No. 333-05440, Registration No. 333-06542, Registration No. 333-08404, Registration No. 333-09342, Registration No. 333-11124, Registration No. 333-12692, Registration No. 333-127979, Registration No. 333-154394, Registration No. 333-169146 and Registration No. 333-207878) of Orbotech Ltd. all previously filed with the SEC.
Attached hereto and incorporated by reference herein as Exhibit 99.1 is the press release issued by Orbotech Ltd. (the Company, the Registrant or Orbotech) on, and dated, June 15, 2016, and entitled Orbotech Ltd. Completes Public Offering of Ordinary Shares.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Report contains certain statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties. The words anticipate, believe, could, will, plan, expect and would and similar terms and phrases, including references to assumptions, have been used in this Report to identify forward-looking statements. These forward-looking statements are made based on managements expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to Orbotechs operations and business environment, all of which are difficult to predict and many of which are beyond the Companys control. Many factors could cause the actual results to differ materially from those projected including, without limitation, cyclicality in the industries in which the Company operates, the Companys production capacity, timing and occurrence of product acceptance (the Company defines bookings and backlog as purchase arrangements with customers that are based on mutually agreed terms, which, in some cases for bookings and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in product mix, worldwide economic conditions generally, especially in the industries in which the Company operates, the timing and strength of product and service offerings by the Company and its competitors, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices as well as automobiles, the Companys global operations and its ability to comply with varying legal, regulatory, exchange, tax and customs regimes, the Companys ability to achieve strategic initiatives, including related to its acquisition strategy, the Companys debt and corporate financing activities; the final timing and outcome (each, expected in mid-to-late 2016), and impact of the criminal matter and ongoing investigation in Korea, including any impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third parties, including the Companys customers, which may result in monetary judgments or settlements, expenses associated with the Korean matter, ongoing or increased hostilities in Israel and the surrounding areas, and other risks detailed in the Companys SEC reports, including the 2015 Annual Report and subsequent SEC filings. The Company assumes no obligation to update the information in this Report to reflect new information, future events or otherwise, except as required by law.
EXHIBITS
Exhibit # |
Description | |
99.1 | Press release issued by the Registrant on, and dated, June 15, 2016, and entitled Orbotech Ltd. Completes Public Offering of Ordinary Shares. |
1
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.
ORBOTECH LTD. (Registrant) | ||
By: | /S/ RAN BAREKET | |
Ran Bareket Corporate Vice President and Chief Financial Officer |
Date: June 15, 2016
2
Exhibit 99.1
Orbotech Ltd. Completes Public Offering of Ordinary Shares
June 15, 2016, YAVNE, ISRAEL ORBOTECH LTD. (the Company or Orbotech) (NASDAQ/GSM SYMBOL: ORBK) announced today that it has completed its previously announced public offering of 3,850,000 ordinary shares (the Offering) at a price of $26.25 per share. The net proceeds from the Offering after offering expenses and underwriting discounts and commissions were approximately $100 million. The Company has also granted the underwriter an option to purchase up to 385,000 additional ordinary shares.
As previously announced, the Company plans to use the net proceeds of the Offering to repay a portion of its outstanding indebtedness under its Credit Agreement, dated as of August 7, 2014.
Barclays Capital Inc. acted as sole book-running manager of the Offering, which was made under an effective shelf registration statement.
The final prospectus supplement and accompanying base prospectus relating to the Offering has been filed with the Securities and Exchange Commission (SEC) and is available at the SECs website at http://www.sec.gov. Copies of the final prospectus supplement and accompanying base prospectus relating to the Offering may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847, email: barclaysprospectus@broadridge.com.
This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Orbotech Ltd.
Orbotech Ltd. (NASDAQ/GSM: ORBK) is a global innovator of enabling technologies used in the manufacture of the worlds most sophisticated consumer and industrial products throughout the electronics and adjacent industries. The Company is a leading provider of yield enhancement and production solutions for electronics reading, writing and connecting, used by manufacturers of printed circuit boards, flat panel displays, advanced packaging, micro-electro-mechanical systems and other electronic components. Virtually every electronic device in the world is produced using Orbotech systems.
Forward-Looking Statements
This press release includes or incorporates by reference certain statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties, and are identified by words such as anticipate, believe, could, will, plan, expect and would and similar terms and phrases, including references to assumptions. These forward-looking statements are made based on managements expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to Orbotechs operations and business environment, all of which are difficult to predict and many of which are beyond the Companys control. Many factors could cause the actual results to differ materially from those projected including, without limitation, cyclicality in the industries in which the Company operates, the Companys
production capacity, timing and occurrence of product acceptance (the Company defines bookings and backlog as purchase arrangements with customers that are based on mutually agreed terms, which, in some cases for bookings and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in product mix, worldwide economic conditions generally, especially in the industries in which the Company operates, the timing and strength of product and service offerings by the Company and its competitors, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices as well as automobiles, the Companys global operations and its ability to comply with varying legal, regulatory, exchange, tax and customs regimes, the Companys ability to achieve strategic initiatives, including related to its acquisition strategy, the Companys debt and corporate financing activities, the final timing and outcome (each, expected in mid-to-late 2016), and impact of the criminal matter and ongoing investigation in Korea, including any impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third parties, including the Companys customers, which may result in monetary judgments or settlements, expenses associated with the Korean matter, ongoing or increased hostilities in Israel and the surrounding areas, and other risks detailed in the Companys SEC reports, including the Companys Annual Report on Form 20-F for the year ended December 31, 2015, and subsequent SEC filings. As a result of all of the foregoing, the forward looking events discussed in this press release might not occur and our actual results may differ materially from those anticipated in the forward looking statements. Accordingly, you should not unduly rely on any forward looking statements. The Company assumes no obligation to update the information in this press release to reflect new information, future events or otherwise, except as required by law. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward looking statement.
For further information, please contact:
Ran Bareket
Corporate Vice President and Chief Financial Officer
Orbotech Ltd.
Tel: +972-8-942-3638
Ran-B@orbotech.com
Tally Kaplan Porat
Head of Corporate Marketing
Orbotech Ltd.
Tel: +972-8-942-3603
Tally-Ka@orbotech.com