0001178913-21-002046.txt : 20210609 0001178913-21-002046.hdr.sgml : 20210609 20210609154705 ACCESSION NUMBER: 0001178913-21-002046 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210609 FILED AS OF DATE: 20210609 DATE AS OF CHANGE: 20210609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGAL SECURITY SYSTEMS LTD CENTRAL INDEX KEY: 0000896494 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21388 FILM NUMBER: 211005084 BUSINESS ADDRESS: STREET 1: P O BOX 70 STREET 2: INDUSTRIAL ZONE CITY: YAHUD ISRAEL STATE: L3 ZIP: 5600 BUSINESS PHONE: 972-3-5391444 MAIL ADDRESS: STREET 1: P.O. BOX 70, STREET 2: INDUSTRIAL ZONE CITY: YAHUD STATE: L3 ZIP: 56100 6-K 1 zk2126181.htm 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

F O R M 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 2021

MAGAL SECURITY SYSTEMS LTD.
(Name of Registrant)

P.O. Box 70, Industrial Zone, Yahud 5610001 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 ☒          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 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- ____________

This Report on Form 6-K is incorporated by reference into the Registrant's Form F-3 Registration Statement File No. 333-217063 and Form S-8 Registration Statements File Nos. 333-127340, 333-164696, 333-174127 and 333-190469.

Magal Security Systems Ltd. (the Company)

EXPLANATORY NOTE

On June 9, 2021, the Company published a Notice of Motion for the Approval of a Distribution Pursuant to Section 303(a) of the Israeli Companies Law, 5759-1999.

Pursuant to the Motion, the District Court in Tel Aviv, Israel (the “Court”) is being requested to approve a cash distribution of up to US$40 million to the Company’s shareholders during the period commencing on the date of: (a) receipt of the Court’s approval of the Motion; and (b) following the sale of the Integrated Solutions Division/Projects segment of the Company, and ending six (6) months from the approval of the Motion by the Court.

The following exhibit is attached:

99.1
Notice of Motion for the Approval of a Distribution Pursuant to Section 303(a) of the Israeli Companies Law, 5759-1999 published in Israeli and U.S. newspapers on June 9, 2021.


SIGNATURE

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.

 
MAGAL SECURITY SYSTEMS LTD.
 
        (Registrant)
   
 
By:  /s/ Doron Kerbel
 
       Doron Kerbel
 
       V.P. General Counsel & Company Secretary

Date:  June 9, 2021
EXHIBIT INDEX

EXHIBIT NO.
DESCRIPTION
   

EX-99 2 exhibit_99-1.htm EXHIBIT 99.1
Exhibit 99.1
 
MAGAL SECURITY SYSTEMS LTD
Israeli Public Company No. 520038928 (the “Company”)
 
Notice of Motion for the Approval of a Distribution Pursuant to Section 303(a) of
the Israeli Companies Law, 5759-1999

1.
This is to provide notice that on June 9, 2021 the Company filed a motion (the “Motion”) with the District Court in Tel Aviv, Israel (the “Court”) for the approval of a distribution according to the provisions of Section 303(a) of the Israeli Companies Law, 5759- 1999 (the “Companies Law”).

2.
Pursuant to the Motion, the Court is being requested to approve a cash distribution of up to US$40 million to the Company’s shareholders (the “Cash Distribution”) during the period commencing on the date of: (a) receipt of the Court’s approval of the Motion; and (b) following the sale of the Integrated Solutions Division/Projects segment of the Company (the “Transaction”), and ending six (6) months from the approval of the Motion by the Court.

3.
The Company’s shareholders’ equity, as set forth in the Company’s financial statements as of December 31, 2021, was US$ 67.3 million. In addition, on a pro- forma basis, after giving effect to the completion of the Transaction and the Cash Distribution, the Company will have liquid assets amounting to approximately US$55.2 million.

4.
Pursuant to the Israel Companies Regulations (Approval of Distribution), 5761-2001, creditors of the Company may approach the Court and object to the approval of the Motion within 30 days or at a later date determined by the Court.

5.
In order to review and copy the Motion and its exhibits (at the expense of the requesting party), at the registered office of the Company, and for information regarding the proceedings and resolutions of the Court, including information regarding the last date for filing an objection to the Motion, please contact the Company’s attorney Adv. Dor Melamed of Naschitz, Brandes, Amir & Co., Advocates, at 5 Tuval St., Tel Aviv, Israel, Sunday through Thursday, between 10AM and 5PM (Israel Time), or by phone +972-3-6235000 or fax +972-3-6235005.

Magal Security Systems Ltd.