-----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, Et72A09kj2Mt6HeQ+Whxocz4ttsOW1f2lwV4qFbCqbQ237IM+aWUDEmEWj1KivyN r/zkQC5mVd3ZK2vDcqF91Q== 0001178913-10-002368.txt : 20100907 0001178913-10-002368.hdr.sgml : 20100906 20100907060855 ACCESSION NUMBER: 0001178913-10-002368 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100907 FILED AS OF DATE: 20100907 DATE AS OF CHANGE: 20100907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pointer Telocation Ltd CENTRAL INDEX KEY: 0000920532 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13138 FILM NUMBER: 101058923 BUSINESS ADDRESS: STREET 1: 1 KORAZIN STREET CITY: GIVATAYIM STATE: L3 ZIP: 53583 BUSINESS PHONE: 97235723111 MAIL ADDRESS: STREET 1: 1 KORAZIN STREET CITY: GIVATAYIM STATE: L3 ZIP: 53583 FORMER COMPANY: FORMER CONFORMED NAME: NEXUS TELOCATION SYSTEMS LTD DATE OF NAME CHANGE: 19980623 FORMER COMPANY: FORMER CONFORMED NAME: NEXUS TELECOMMUNICATIONS SYSTEMS LTD DATE OF NAME CHANGE: 19980112 6-K 1 zk1008736.htm 6-K zk1008736.htm


 
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 September 2010
 
Commission File Number: 001-13138
 
Pointer Telocation Ltd.
(Translation of registrant's name into English)
 
14 Hamelacha Street, Rosh Ha'ayin, Israel 48091
(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 o
 
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 o No x
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
 
 
 

 
 
Pointer Telocation Ltd.
 
On September 6, 2010, Pointer Telocation Ltd. issued a press release with a Notice of an Annual General Meeting of Shareholders to be held on October 13, 2010.
 
A copy of this press release is annexed hereto as Exhibit 1 and is incorporated herein by reference.
 
This Form 6-K is being incorporated by reference into all effective registration statements filed by the Registrant under the Securities Act of 1933.
 
Exhibit
 
Exhibit 1
Press release dated September 6, 2010, Notice of an Annual General Meeting of Shareholders to be held on October 13, 2010.

 
 

 
 
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: September 6, 2010
 
POINTER TELOCATION LTD.
 
 
By: /s/ Yossi Ben Shalom
Yossi Ben Shalom
Chairman of the Board of Directors
 
 


EX-99 2 exhibit_1.htm EXHIBIT 1 exhibit_1.htm


Exhibit 1
 
Pointer Telocation Ltd.
 
NOTICE OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be Held On October 13, 2010

Notice is hereby given to the shareholders (the "Shareholders") of  Pointer Telocation Ltd. (the "Company") that an Annual General Meeting of Shareholders will be held at the offices of Yigal Arnon & Co., 1 Azrieli Center, 46th Floor, Tel Aviv, on Wednesday, October 13, 2010, at 11:00 A.M. (Israel time) (the "Meeting") for the following purposes:

 
1.
TO ELECT Yossi Ben Shalom, Barak Dotan, Yoel Rosenthal and Alicia Rotbard as directors of the Company for the coming year.

 
2.
TO APPROVE the payment of a director's fee to Alicia Rotbard, subject to her election as a director of the Company, at the fixed amount rate as set forth in the Companies Regulations (Rules Regarding Compensation and Expenses of an External Director) – 2000.

 
3.
TO GRANT to Alicia Rotbard, subject to her election as above detailed, options to purchase 3,000 Ordinary Shares of the Company, par value NIS 3.00 each, to vest in three equal installments over a period of three years, commencing as of the date of the Meeting, at an exercise price per share equal to the closing price per share on the date of the Meeting.

 
4.
TO APPOINT Kost Forer Gabbay & Kasierer as the independent public accountants of the Company for the year ending December 31, 2010 and to authorize our audit committee (the "Audit Committee") to fix their remuneration in accordance with the volume and the nature of their services, as the Audit Committee may deem fit in their sole discretion.

In addition, in accordance with Israeli law, the Company will present the financial statements of the Company for the year ended December 31, 2009 at the Meeting, as described in the accompanying proxy statement.

Shareholders of record at the close of business on September 3, 2010 (the "Record Date"), will be entitled to notice of, and to vote at, the Meeting.

Shareholders who do not plan to attend the Meeting in person are requested to mark, date, sign and mail the enclosed proxy in the enclosed envelope as promptly as possible.  Beneficial owners who hold their shares through members of the Tel Aviv Stock Exchange ("TASE") may either vote their shares in person at the Meeting by presenting a certificate signed by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares, or send such certificate along with a duly executed proxy to the Company at 14 Ha'Melacha Street, Park Afek, Rosh Ha'ayin, 48091, Israel, Attention: Chief Financial Officer.

By Order of the Board of Directors,
Pointer Telocation Ltd.
Date:  August 30, 2010
 
 
 
 

 
 
 
PROXY STATEMENT

POINTER TELOCATION LTD.
14 Ha'Melacha Street
Park Afek, Rosh Ha'ayin
Israel
 

ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be Held On October 13, 2010
 
The enclosed proxy is being solicited by the board of directors (the "Board of Directors") of Pointer Telocation Ltd. (the "Company", "we", "our", "us",  and "Pointer") for use at our annual general meeting of shareholders to be held on Wednesday, October 13, 2010, at 11:00 A.M. or at any postponement or adjournment thereof (the "Meeting").  The record date for determining which of our shareholders (the "Shareholders") are entitled to notice of, and to vote at, the meeting is established as of the close of business on September 3, 2010 (the "Record Date").
 
As of August 30, 2010, we had 4,771,181 ordinary shares outstanding, each of nominal value New Israeli Shekels 3.00 (the "Ordinary Shares").
 
We expect to solicit proxies by mail and to mail this proxy statement and the accompanying proxy card to Shareholders on or about September 8, 2010. We will bear the cost of the preparation and mailing of these proxy materials and the solicitation of proxies. We will, upon request, reimburse banks, brokerage houses, other institutions, nominees, and fiduciaries for their reasonable expenses in forwarding solicitation materials to beneficial owners.
 
 Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the Ordinary Shares covered thereby in accordance with the instructions of the Shareholder executing the proxy. With respect to the proposals set forth in the accompanying Notice of Meeting, a Shareholder may vote in favor of or against any of the proposals or may abstain from voting on any of the proposals. Shareholders should specify their choices on the accompanying proxy card. If no specific instructions are given with respect to the matters to be acted upon, the shares represented by a signed proxy will be voted FOR the proposals set forth in the accompanying Notice of Meeting.
 
Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the Ordinary Shares covered thereby in accordance with the instructions of the Shareholder executing the proxy. With respect to the proposals set forth in the accompanying Notice of Meeting, a Shareholder may vote in favor of the proposals or against them or may abstain from voting on the proposals. Shareholders should specify their choice on the accompanying proxy card. If no specific instructions are given with respect to the matter to be acted upon, the shares represented by a signed proxy will be voted FOR the proposals set forth in the accompanying Notice of Meeting, subject to the terms of applicable law.
 
 
 
2

 
 
Any Shareholder returning the accompanying proxy may revoke such proxy at any time prior to its exercise by (i) giving written notice to us of such revocation, (ii) voting in person at the meeting or requesting the return of the proxy at the meeting or (iii) executing and delivering to us a later-dated proxy.  Written revocations and later-dated proxies that were sent directly to the Company should also be sent to the Company at 14 Ha'Melacha Street, Park Afek, Rosh Ha'ayin, 48091, Israel, Attention: Chief Financial Officer.  Subject to the provisions of the Company’s Articles of Association, all proxies must be received by the Company’s transfer agent or at the Company’s mailing address listed above prior to the Meeting to be validly included in the tally of Ordinary Shares voted at the Meeting.
 
Each Ordinary Share is entitled to one vote on each matter to be voted on at the meeting. Subject to the terms of applicable law, two or more Shareholders present, personally or by proxy, who hold or represent together at least 33 1/3% of the voting rights of our issued share capital will constitute a quorum for the meeting.  If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned for one week, to October 20, 2010, at the same hour and place, without it being necessary to notify our Shareholders. If a quorum is not present at the adjourned date of the meeting within half an hour of the time fixed for the commencement thereof, subject to the terms of applicable law, the persons present shall constitute a quorum.
 
Proposals 1, 2, 3 and 4 to be presented at the meeting require the affirmative vote of Shareholders present in person or by proxy and holding our Ordinary Shares amounting in the aggregate to at least a majority of the votes actually cast with respect to such proposal.

PRINCIPAL SHAREHOLDERS
 
The following table and notes thereto sets forth certain information, as of the Record Date regarding beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), of our Ordinary Shares by each person who is known by us to own beneficially more than 5% of our outstanding Ordinary Shares. The voting rights of our major Shareholders do not differ from the voting rights of other holders of our Ordinary Shares. On August 30, 2010, 4,771,181 Ordinary Shares were issued and outstanding.
 
Name of Beneficial Owner
Number of Ordinary Shares Beneficially Owned*
Percent of Ownership
 
 
DBSI Investment Ltd. (1)
1,783,590 37.38 %
 
Eurocom Holdings (1979) Ltd. (2)
701,592 14.70 %
 
*
The percentage of outstanding Ordinary Shares beneficially owned is based on 4,771,181 Ordinary Shares outstanding as of August 30, 2010. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. The number of Ordinary Shares beneficially owned by a person includes Ordinary Shares subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of the Record Date. Such Ordinary Shares issuable pursuant to such options or warrants are deemed outstanding for computing the percentage ownership of the person holding such options but not deemed outstanding for the purposes of computing the percentage ownership of any other person. To our knowledge, the persons named in this table and the footnotes thereto have sole voting and investment power with respect to all Ordinary Shares shown as owned by them.
 
 
 
3

 
 
   
(1)
As office holders of DBSI Investment Ltd. ("DBSI"), Messrs. Barak Dotan and Yossi Ben Shalom, who are candidates for re-election as directors, may be considered to be the beneficial holders of the 37.38% of our outstanding Ordinary Shares held by DBSI.  Messrs. Yossi Ben Shalom and Barak Dotan and Yossi Ben Shalom also control DBSI and, therefore, share the beneficial ownership of 1,783,590 Ordinary Shares of the Company. DBSI holds the sole right to vote 1,783,590 of such Ordinary Shares, which right is directed jointly by Messrs. Yossi Ben Shalom and Barak Dotan.  The principal business address of each of these entities and individuals is 85 Medinat Hayehudim Street, Herzelia, 49514, Israel.  This disclosure is based on information disclosed by DBSI on Form 13D/A, filed on December 16, 2008, as well as i nformation provided directly to the Company by DBSI.
 
(2)
Includes 165,275 Ordinary Shares held directly by Eurocom Communications Ltd. ("Eurocom Communications") an affiliate of Eurocom Holdings (1979) Ltd. ("Eurocom Holdings").  Mr. Shaul Elovitch and his brother, Mr. Yossef Elovitch, own 80% and 20%, respectively, of Eurocom Holdings.  Eurocom Communications is 50.33% owned by Eurocom Holdings and 49% owned by four holding companies (Eurocom Communication Holdings 2005 Ltd., Eurocom Technologies Management (2005) Ltd., Eurocom Assets Ltd. and Eurocom Assets Holdings Ltd.).  The four holding companies are 80% owned by Mr.  Shaul Elovitch and 20% owned by Mr. Yossef Elovitch.  The remaining 0.67% of Eurocom Communications is held directly by Mr. Shaul Elovitch. Accordingly, Mr. Shaul Elovitch may be deemed to have sole voting and dispositive power as to the Ordinary Shares of the Company held of record by Eurocom Holdings and Eurocom Communications.   The principal business address of each of these entities and individuals is 2 Dov Friedman Street, Ramat Gan 52503, Israel.  This disclosure is based on information disclosed by Eurocom Holdings on Form 13G/A, filed on February 17, 2009.
 
 
 
4

 
 
MATTERS RELATING TO THE 2010- ANNUAL GENERAL MEETING
 
At the Meeting, the shareholders will be asked to vote on the following proposals:

PROPOSAL 1
ELECTION OF DIRECTORS
 
The Company has nominated the persons named below, who were elected as directors at the Annual General Meeting of Shareholders held on July 21, 2009, for re-election as directors to serve for a period of one year until the next annual general meeting or until their respective successors are duly elected and qualified.
 
Each of the nominees has consented to being named in this Proxy Statement and the Company is not aware of any reason why such person will not serve as a director.  Information on each nominee for director is set forth below. The information is based upon the records of the Company and information provided by each nominee. If at the time of the Meeting, however, any of the below-named nominees should be unable or decline to serve as a director, the persons named as proxies herein will vote for such substitute nominee or nominees as the Board of Directors recommends, or will vote to allow the vacancy created thereby to remain open until filled by the Board of Directors.
 
The following table provides certain relevant information concerning the nominees, including their principal occupation during the past five years.
 
Nominee
Age
Principal Occupation
     
Yossi Ben Shalom
54
Yossi Ben Shalom has served as Chairman of our Board of Directors since April 2003. Mr. Ben Shalom was Executive Vice President and Chief Financial Officer of Koor Industries Ltd. (KOR) from 1998 through 2000.Prior to 1998, Mr. Ben Shalom served as Chief Financial Officer of Tadiran Ltd. Mr. Ben Shalom was an active director in numerous boards, such as at NICE Systems (NICE), (computer telephony), Machteshim Agan (chemistry), and Investec Bank, amongst others.  Mr. Ben Shalom was an active chairman in successful turnaround programs, such as Eurocar Israel, and American Express Israel. He participated in the creation of TDA VC fund (a joint venture between Tempelton and Tadiran). He was an active Chairman of Scopus - a technology company with sales of over $30 million. Mr. Ben Shalom is a co-founder of DBSI Investments Ltd., our principal shareholder.
 
Barak Dotan
42
Barak Dotan has served as our director since April 2003. Mr. Dotan is a co-founder of DBSI Investments Ltd., our principal shareholder.  Before establishing DBSI Investments, Mr. Dotan worked as Product Manager for Jacada (Nasdaq: JCDA), formerly CST, a software company, and thereafter managed private investments in the high-tech sector and other sectors. Mr. Dotan holds a B.Sc., summa cum laude, in Computer Science and Business Management from the Hebrew University of Jerusalem..
 
 
 
 
5

 
 
Yoel Rosenthal
55
Yoel Rosenthal has served as our director since April 2003. He is a veteran accountant with over 20 years of experience.  Mr. Rosenthal was a founder and partner of a private accounting firm in Israel, Bruckner, Rosenthal, Ingber. He also held the position of Loan Officer for multinational corporations at the Bank of Montreal in the USA. Mr. Rosenthal holds an MBA with honors from the University of California at Los Angeles and a BA in Economics and Accounting from Tel Aviv University.
 
Alicia Rotbard
63
Alicia Rotbard founded DOORS Information Systems, Inc. in 1989 and served as its CEO until 2002. Since 1989, she has served as President and CEO of Quality Computers Ltd. and from 1980 to 1985, she served as Deputy General Manager of the Tel-Aviv Stock Exchange, where she managed the computer department and operations.  Ms. Rotbard holds a B.Sc. in Mathematics and Physics from the Hebrew University of Jerusalem.

Our Board of Directors will present the following resolution at the meeting:
 
RESOLVED, that Mr. Yossi Ben Shalom, Mr. Barak Dotan, Mr. Yoel Rosenthal and Ms. Alicia Rotbard are hereby elected to serve as directors of the Company for the coming year until the next annual meeting or until their respective successors are duly elected and qualified.”
 
In the absence of instructions to the contrary, the person named in the enclosed proxy will vote our Ordinary Shares represented thereby "FOR" the election of each of Mr. Yossi Ben Shalom, Mr. Barak Dotan, Mr. Yoel Rosenthal and Ms. Alicia Rotbard.
 
The affirmative vote of the holders of at least a majority of the voting power represented at the meeting in person or by proxy and voting thereon is necessary for approval of Proposal 1.
 
The Board of Directors recommends that the shareholders vote "FOR" the election of each of Mr. Yossi Ben Shalom, Mr. Barak Dotan, Mr. Yoel Rosenthal and Ms. Alicia Rotbard as directors of the Company.
 
 
 
6

 
 
PROPOSAL 2

PROPOSAL TO APPROVE THE PAYMENT OF A DIRECTOR'S FEE TO ALICIA
ROTBARD, SUBJECT TO HER APPOINTEMENT AS A DIRECTOR OF THE
COMPANY

Pursuant to the Israeli Companies Law the terms of compensation of members of a Board of Directors requires approval of the audit committee, the board of directors and the shareholders of a company. Our audit committee (the "Audit Committee") and our Board of Directors recommends to pay to Alicia Rotbard, subject to her election as a director of the Company, a director's fee equal to the fixed amount set forth in the Companies Regulations (Rules Regarding Compensation and Expenses of an External Director) – 2000.
 
In compliance with the Israeli Companies Law, our board of directors will present the following resolution at the meeting:
 
"RESOLVED, to approve the payment of a director's fee to Alicia Rotbard, subject to her election as a director of the Company, at the fixed amount rate as set forth in the Companies Regulations (Rules Regarding Compensation and Expenses of an External Director) – 2000."

In the absence of instructions to the contrary, the person named in the enclosed proxy will vote our ordinary shares represented thereby "For" the approval of payment of a director's fee to Alicia Rotbard, subject to her election as a director of the Company, at the fixed amount rate as set forth in the Companies Regulations (Rules Regarding Compensation and Expenses of an External Director) – 2000.
 
Our board of directors recommends a vote FOR the payment of a director's fee to Ms. Alicia Rotbard.
 
PROPOSAL 3

PROPOSAL TO GRANT ALICIA ROTBARD OPTIONS TO PURHCASE 3,000
ORDINARY SHARES OF THE COMPANY
 
Pursuant to the Israeli Companies Law, the terms of directors' compensation requires approval of the audit committee, the board of directors and the shareholders of a company. Our Audit Committee and our Board of Directors recommends to grant Alicia Rotbard, subject to her election as director of the Company, options to purchase 3,000 Ordinary Shares of the Company, par value NIS 3.00 each, scheduled to vest in three equal installments over a period of three years, on the first, second and third anniversary of the Meeting, at an exercise price per share equal to the closing price per share on the date of the Meeting.  The vesting of the options shall be subject to the continued provision of services by Alicia Rotbard on each applicable vesting date and the options shall be exercisable for a period of five years from the date of the Meeting.
 
In compliance with the Israeli Companies Law, our board of directors will present the following resolution at the Meeting:
 
 
 
7

 
 
"RESOLVED, to approve the grant to Alicia Rotbard of options to purchase 3,000 Ordinary Shares of the Company, par value NIS 3.00 each, scheduled to vest in three equal installments over a period of three years, on the first, second and third anniversary of the Meeting, at an exercise price per share equal to the closing price per share on the date of the Meeting.  The vesting of the options shall be subject to the continued provision of services by Alicia Rotbard on each applicable vesting date and the options shall be exercisable for a period of five years from the date of the Meeting."
 
In the absence of instructions to the contrary, the person named in the enclosed proxy will vote our ordinary shares represented thereby "For" the grant to Alicia Rotbard of options to purchase 3,000 Ordinary Shares of the Company, par value NIS 3.00 each, scheduled to vest in three equal installments over a period of three years, on the first, second and third anniversary of the Meeting, at an exercise price per share equal to the closing price per share on the date of the Meeting.  The vesting of the options shall be subject to the continued provision of services by Alicia Rotbard on each applicable vesting date and the options shall be exercisable for a period of five years from the date of the Meeting.
 
Our board of directors recommends a vote FOR the grant of the options.
 
PROPOSAL 4
 
TO APPOINT KOST FORER GABBAY & KASIERER  AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING
DECEMBER 31, 2010 AND TO AUTHORIZE THE AUDIT COMMITTEE TO FIX
THEIR REMUNERATION
 
The Companies Law requires shareholder approval of the appointment of the Company's independent public accountants for the fiscal year ending December 31, 2010.  Our Board of Directors recommended and upon such recommendation, at the last annual meeting, the Company's shareholders appointed the accounting firm of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2009. The Board of Directors believes that the appointment of Kost Forer Gabbay & Kasierer as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2010 is appropriate and in the best interests of the Company and its shareholders. Subject to the approval of this proposal, the Audit Committee will fix the remuneration of Kost Forer Gabbay & Kasierer in accordance with the volume and nature of their services to the Company.

In compliance with the law, our Board of Directors will present the following resolution at the Meeting:

"RESOLVED to appoint Kost Forer Gabbay & Kasierer  as the independent public accountants of the Company for the year ending December 31, 2010 and to authorize the Audit Committee to fix their remuneration in accordance with the volume and the nature of their services, as the Audit Committee may deem fit in its sole discretion."
 
 
 
8

 

In the absence of instructions to the contrary, the person named in the enclosed proxy will vote our Ordinary Shares represented thereby "FOR" the appointment of Kost Forer Gabbay & Kasierer as the independent public accountants of the Company for the year ending December 31, 2010 and authorizing the Audit Committee to fix their remuneration in accordance with the volume and the nature of their services, as the Audit Committee may deem fit in its sole discretion.
 
Our Board of Directors recommends a vote "FOR" the appointment of Kost Forer Gabbay & Kasierer as the independent public accountants of the Company.

PRESENTATION OF FINANCIAL STATEMENTS

The Companies Law requires the presentation of the Consolidated Balance Sheets and related information of the Company to our Shareholders.  The Company will present at the Meeting the Company’s Consolidated Balance Sheets at December 31, 2009 and the Consolidated Statements of Income for the year then ended and will present to the Shareholders the management's report on the business of the Company for the year ended December 31, 2009.

REPORTING REQUIREMENTS

We are subject to the information reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, (the "Exchange Act") applicable to foreign private issuers and we fulfill the obligations with respect to those requirements by filing reports with the SEC. Our filings with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1−800−SEC−0330. Our SEC filings also are available to the public from the SEC’s website at www.sec.gov.

As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this proxy statement should not be taken as an admission that we are subject to those proxy rules.

Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation.  If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon.  If no specification is made, the proxy will be voted in favor of the proposals described in this proxy statement.

 
By Order of the Board of Directors,
Pointer Telocation Ltd.
August 30, 2010
 
 
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