0001178913-21-002197.txt : 20210701 0001178913-21-002197.hdr.sgml : 20210701 20210701103451 ACCESSION NUMBER: 0001178913-21-002197 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210701 FILED AS OF DATE: 20210701 DATE AS OF CHANGE: 20210701 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: 211064581 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 zk2126254.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 July 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)

The following exhibit is attached:

99.1
Notice of Annual General Meeting of Shareholders to be held August 15, 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:  July 1, 2021
EXHIBIT INDEX

EXHIBIT NO.
DESCRIPTION
   
 
EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1
EXHIBIT 99.1
 
MAGAL SECURITY SYSTEMS LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
August 15, 2021
__________________
 
Dear Shareholders:
 
You are cordially invited to attend the Annual General Meeting of the Shareholders, or the Meeting, of Magal Security Systems Ltd. to be held at 10:00 am (Israel time) on Sunday, August 15, 2021, at our offices at 17 Altalef Street, Industrial Zone, Yehud, Israel (the telephone number at that address is +972-3-539-1444).

At the Meeting, shareholders will be asked to adopt the following resolutions, as further detailed in the attached proxy statement:
 

 1.
to re-elect four (4) directors for terms expiring at our 2022 Annual General Meeting of Shareholders;

2.
to approve a dividend distribution not to exceed USD 40 million, at the time and in the amount to be directed by the Company’s Board of Directors;

3.
to approve the payment of special bonuses to executive officers in relation to the sale of the Company’s Integration Solutions (Projects) division to Aeronautics Ltd.;

4.
to re-adopt the Company's updated Compensation Policy;

5.
to approve the change of the Company’s name to Senstar Technologies Ltd.; and

6.
to ratify and approve the reappointment of Kost Forer Gabbay & Kasierer, registered public accountants, a member firm of Ernst & Young Global, as our independent registered public accountants for the year ending December 31, 2021, and to authorize our audit committee to fix the remuneration of such independent registered public accountants in accordance with the volume and nature of their services. 

In addition, our auditor’s report and consolidated financial statements for the year ended December 31, 2020, will be reviewed and discussed at the Meeting.

Shareholders of record at the close of business on July 14, 2021 are entitled to notice of and to vote at the Meeting.  You are also entitled to vote at the Meeting if you hold our ordinary shares through a bank, broker or other nominee which is one of our shareholders of record at the close of business on July 14, 2021, or which appears in the participant listing of a securities depository on that date. You can vote either by mailing in your proxy or in person by attending the Meeting.  If voting by mail, the proxy must be received by our transfer agent or at our registered office in Israel at least forty-eight (48) hours prior to the appointed time of the Meeting to be validly included in the tally of ordinary shares voted at the Meeting.  If you attend the Meeting, you may vote in person and your proxy will not be used.  Detailed proxy voting instructions are provided both in the Proxy Statement and on the enclosed proxy card.

Each ordinary share is entitled to one vote upon each of the matters to be presented at the Meeting.  The affirmative vote of the holders of a majority of the voting power represented and voting on each of proposals nos. 1, 2, 3, 4 and 6 in person or by proxy is required to approve each of the proposals, and the affirmative vote of holders of at least 75% of the voting power represented and voting on proposal no. 5 in person or by proxy is required to approve such proposal.  In addition, a special majority vote will be required for approval of proposals no. 3 and 4.  In order to approve each of these proposals, the affirmative vote of the ordinary shares must either include at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the proposal, or the total shares of non-controlling shareholders and non-interested shareholders voted against the proposal must not represent more than two percent of the outstanding ordinary shares.

This notice is being sent to shareholders in accordance with the requirements of the Companies Regulations (Notice of Meeting of Shareholders and Meeting of Class of Shareholders of a Public Company), 5760-2000.  The last date for submitting a request to include a proposal in accordance with Section 66(b) of the Israel Companies Law, 5759-1999, is July 8, 2021.

We will distribute a proxy statement (which will include the full version of the proposed resolutions) and a proxy card to all shareholders after the record date for the Meeting.  Shareholders may also review the proxy statement on our company’s new website at https://senstartechnologies.com/ or at our principal executive offices at 17 Altalef Street, Industrial Zone, Yehud, Israel, upon prior notice and during regular working hours (telephone number: +972-3-539-1444) until the date of the Meeting.

 
By Order of the Board of Directors
 
Doron Kerbel
V.P. General Counsel and Secretary
 
Yehud, Israel
July 1, 2021