0001178913-12-001160.txt : 20120423 0001178913-12-001160.hdr.sgml : 20120423 20120423090617 ACCESSION NUMBER: 0001178913-12-001160 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120423 FILED AS OF DATE: 20120423 DATE AS OF CHANGE: 20120423 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: 12772075 BUSINESS ADDRESS: STREET 1: 14 HAMELACHA STREET CITY: ROSH HA'AYIN STATE: L3 ZIP: 48091 BUSINESS PHONE: 97235723111 MAIL ADDRESS: STREET 1: 14 HAMELACHA STREET CITY: ROSH HA'AYIN STATE: L3 ZIP: 48091 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 zk1211361.htm 6-K zk1211361.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 April 2012
 
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 April 23, 2012, Pointer Telocation Ltd. issued the press release annexed hereto as Exhibit 1. The press release 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 April 23, 2012.
 
 
 

 

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: April 23, 2012
 
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 Announces Sale of Shares to its Controlling Shareholder, Subject to
Shareholder Approval and Public Rights Offering.

ROSH HAAYIN, Israel, April 23, 2012, Pointer Telocation Ltd. (NasdaqCM: PNTR) -  a leading developer, manufacturer and operator of Mobile Resource Management (MRM) and roadside assistance services for the automotive industry, today announced that it has agreed, subject to shareholder approval to issue DBSI Investments Ltd. ("DBSI"), its controlling shareholder 50,000 ordinary shares of the Company, at a price of $2.95 per share, which is equal to the closing price of the Company's ordinary shares on the Nasdaq Capital Market on April 20, 2012. The contemplated issuance is for the purpose of allowing DBSI to hold in excess of 45% of the issued share capital of the Company, thereby enabling it to participate on the same basis as all of the Company's shareholders, in a rights offering, approved by the Board of Directors of the Company on April 22, 2012. The issuance is subject to shareholder approval and will only be made immediately prior to the initiation of the rights offering.

The Board of Directors of the Company approved the rights offering which is intended to raise approximately $2 million by giving shareholders of the Company as of a certain record date, non-transferable rights to purchase 657,580 ordinary shares of the Company at a price per share of $2.90 pro rata among the shareholders. Participating shareholders will not suffer any dilution in their ownership interest. Further details regarding the rights offering, including the record date, date of distribution of the rights and expiration date of the offering will be described in a prospectus which the Company expects to file immediately following the Annual General Meeting of the Company's shareholders, at which the sale of the 50,000 ordinary shares to DBSI described above, will be voted upon by the Company's shareholders.

The proposed rights offering will also include an over-subscription privilege, which will entitle a shareholder who exercises its basic subscription privilege in full the right to purchase additional ordinary shares that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription right. DBSI has undertaken to exercise its basic subscription right, and over-subscription right, in full.

Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:

This press release may contain forward-looking statements. These statements relate to future events or Pointer's future financial performance. Any statements that are not statements of historical fact (including without limitation statements to the effect that the Company or its management "believes", "expects", "anticipates", "plans" (and similar expressions) should be considered forward looking statements. There are a number of important factors that could cause Pointer's actual results to differ materially from those indicated by the forward looking statements. Pointer disclaims any obligation to update any forward looking statement.