-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SXOr8nqahnpxURiuxJPeCqQcvPQGmAsW67xraHIEwuWG3uotnaIuxGrd1CaAocLZ /Pa02+psl/GGYby5UWhaWg== 0001144204-10-038660.txt : 20100721 0001144204-10-038660.hdr.sgml : 20100721 20100721101415 ACCESSION NUMBER: 0001144204-10-038660 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100721 FILED AS OF DATE: 20100721 DATE AS OF CHANGE: 20100721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGAL SECURITY SYSTEMS LTD CENTRAL INDEX KEY: 0000896494 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21388 FILM NUMBER: 10961653 BUSINESS ADDRESS: STREET 1: P O BOX 70 STREET 2: INDUSTRIAL ZONE CITY: YAHUD ISRAEL STATE: L3 ZIP: 5600 MAIL ADDRESS: STREET 1: P.O. BOX 70, STREET 2: INDUSTRIAL ZONE CITY: YAHUD STATE: L3 ZIP: 56100 6-K 1 v191096_6k.htm Unassociated Document
 
 
FORM 6-K
 
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
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, 2010
 
MAGAL SECURITY SYSTEMS LTD.
(Translation of Registrant’s Name into English)
 
P.O. Box 70, Industrial Zone, Yahud 56100 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¨ Form 40-F ¨
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by RegulationS-T
Rule 101(b)(1): N/A
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by RegulationS-T
Rule 101(b)(7): N/A
 
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 ¨
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A
 
This Report on Form 6-K is incorporated by reference into the Registrant's Form S-8 Registration Statements File Nos. 333-96929, 333-127340 and 333-164696.

 
 

 

Magal Security Systems Ltd.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 Magal Board Responds to Letter Received From Dissident Shareholders
 

 
 

 
 
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.
 
Date: July 21, 2010
 
  MAGAL SECURITY SYSTEMS LTD.  
  (Registrant)  
       
 
By:
/s/ Eitan Livneh
 
   
Eitan Livneh
 
   
President and
Chief Executive Officer
 

 
 

 
 
 
Exhibit Number Description of Exhibit
 
99.1 Magal Board Responds to Letter Received From Dissident Shareholders

 
 

 
EX-99.1 2 v191096_ex99-1.htm Unassociated Document
 
Magal Board Responds to Letter Received From Dissident Shareholders
 

 
Yahud, July 21, 2010 – Magal S3’s (NASDAQ: MAGS) Board of Directors met today to consider the letter it received from the dissident shareholders that represent 17.8% of the company’s shareholders.

The Board found that the offers made by Mr. Kirsh, Plenus Fund and OPTEX, a Japanese company, to be non-comparable, as the OPTEX proposal was condition at on the replacement of the majority of the company’s Board of Directors, while the Plenus proposal required a formal application to Plenus in order to negotiate all terms and conditions.  As a result, Mr. Kirsh’s proposal, as previously approved by the Board, which  is unconditional and only subject to shareholder approval, is the only proposal which will be presented at the  extraordinary general meeting called for August 12, 2010.

The Board, however, has instructed Magal’s management to contact Plenus and obtain clarifications regarding its proposal.  Similarly, the Board appointed its two external directors to serve as a committee to consider the details of all proposals received and to report back to the Board.

The Board discussed Mr. Yoav Stern’s direct appeal to the company’s employees worldwide and further noted that Mr. Stern had recorded conversations with the company’s employees, shareholders and Board members, without their knowledge. The Board views Mr. Stern’s conduct as an attempt to damage the company’s proper management and operations.  It has directed the company’s management to take all steps necessary as a result of these actions and to report back to the Board as soon as possible. The Board views this conduct to be improper and is reviewing future actions with regard to his conduct.


Magal S3
Financial Communication Public & Investor Relations
 
Eitan Livneh, President & CEO
Hadas Friedman
 
Tel: +972-3-539-1444
Tel: +972-3-695-4333 Ext. 6
 
Fax: +972-3-536-6245
E-mail: hadas@fincom.co.il
 
Assistant: Ms. Elisheva Almog
Mobile: +972-54-230-3100
 
E-mail: ElishevA@magal-s3.com
   

 
 
 

 
 
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