-----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, SQJdao1lz6HV0QXED7lu+R4eCrVpPlZyI0ctnggAFInaOjwc1wR8e+wjSYeC3Vu5 J7nHUnM8k52wlT8pGP8ZsQ== 0001178913-08-000802.txt : 20080331 0001178913-08-000802.hdr.sgml : 20080331 20080331143058 ACCESSION NUMBER: 0001178913-08-000802 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080331 DATE AS OF CHANGE: 20080331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUR MACROPRINTERS LTD CENTRAL INDEX KEY: 0000946394 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26498 FILM NUMBER: 08723599 BUSINESS ADDRESS: STREET 1: 5 DAVID NAVON STREET STREET 2: MOSHAV MAGSHIMIM CITY: PETAH-TIKVA ISRAEL STATE: L3 ZIP: 00000 BUSINESS PHONE: 01197239087676 MAIL ADDRESS: STREET 1: P O BOX 8440 STREET 2: MOSHAV MAGSHIMIM CITY: ISRAEL STATE: L3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NUR ADVANCED TECHNOLOGIES LTD DATE OF NAME CHANGE: 19950607 6-K 1 zk85059.htm 6-K

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 March 2008
Commission File Number: 000-26498

NUR Macroprinters Ltd.
(Translation of registrant’s name into English)

12 Abba Hillel Silver Street, Lod 71111, Israel
(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 the registrant by furnishing the information contained in this Form 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- ________



PARAGRAPHS 1-6 OF THE PRESS RELEASE ATTACHED TO THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-144171, 333-115826, 333-114428, 333-47842 AND 333-92493) AND FORM S-8 (NOS. 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

On March 31, 2008, NUR Macroprinters Ltd. (the “Company”) issued a press release titled “NUR Macroprinters Announces Changes in Its Principal Shareholders and Board Composition; Intends to Identify and Pursue Business Opportunities; Announces Appointment of Interim CEO.” The text of the press release is attached hereto as Exhibit 1.

2



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.








Dated: March 31, 2008
NUR Macroprinters Ltd.


By: /s/ Yosef Zylberberg
——————————————
Yosef Zylberberg
Interim Chief Executive Officer
and Chief Financial Officer

3



EX-99 2 exhibit_1.htm 6-K

Exhibit 1

For Immediate Release

Contact:
Yossy Zylberberg
Interim CEO and CFO
+972 (8) 9145466
yossyz@oranaco.com

NUR Macroprinters Announces Changes in Its Principal Shareholders and Board
Composition; Intends to Identify and Pursue Business Opportunities;
Announces Appointment of Interim CEO

LOD, Israel, March 31, 2008 – NUR Macroprinters Ltd. (NURMF.PK) (NUR or the Company), announced today that its principal shareholders, the Fortissimo entities, informed it that they have completed the sale of all of the shares and a majority of the warrants held by them to Kanir Joint Investments (2005) L.P., one of the Company’s current shareholders, and S. Nechama Investments (2008) Ltd. According to information provided to the Company, Kanir and S. Nechama have entered into a shareholders agreement and will hold, following this transaction and other transactions previously consummated, 28.6% and 25.9%, respectively, of the Company’s ordinary shares, on a fully diluted basis.

In connection with the sale of the Fortissimo securities, three members of the Company’s Board of Directors, Yuval Cohen, who was also the Chairman, Eli Blatt and Shmoulik Barashi, resigned from the Board, three directors, Shlomo Nechama, Anita Leviant and Ran Fridrich, joined the Board, and Mr. Shlomo Nechama was appointed Chairman of the Board of Directors, all effective immediately.

Alon Lumbroso, one of the external directors of the Company, informed the Company of his intent to resign his position effective as of the next general meeting of the Company’s shareholders as he believes his expertise in the field the Company previously engaged in are no longer required.

Shlomo Nechama was the Chairman of the Board of Bank Hapoalim, one of Israel’s major banks, between the years 1998-2007 and is currently an investor and independent businessman, Anita Leviant is an Israeli attorney and a former Chief Counsel of Bank Hapoalim and Ran Fridrich is a partner in Kanir and has been engaged in investment advising since 2001.

The Company’s Board of Directors resolved to act to identify and evaluate suitable business opportunities and strategic alternatives for the Company, including through the acquisition of all or part of an existing business, pursuing business combinations or otherwise.

The Company further announced that Yossy Zylberberg, the Company’s COO & CFO will be assuming the role of Interim Chief Executive Officer of the Company effective immediately.

Mr. Shlomo Nechama, the newly appointed Chairman of the Company, commented: “We thank Yuval Cohen, the former Chairman, and the other Fortissimo representatives on the Company’s Board for their significant contribution to the Company’s business and financial condition and believe that based on the Company’s current financial position and with our involvement, the Company is now in a position to successfully identify, explore and consummate new business opportunities.”



About NUR Macroprinters

NUR Macroprinters, a former leading supplier of wide-format inkjet production printers for the printing industry, consummated the sale of its business to HP on February 29, 2008.

Information Relating to Forward-Looking Statements

With the exception of historical information in this news release, this document includes forward-looking statements that involve risks and uncertainties, including, but not limited to, uncertainties with respect to results, the lack of current business, the ability of the Company to identify and evaluate suitable business opportunities and strategic alternatives and to successfully consummate such business opportunities and strategic alternatives, the possibility of losses on our investments in business opportunities, the possibility of future claims for indemnity or damages by HP or other third parties, our success in retaining or recruiting, or changes required in, our officers, key employees or directors following consummation of any business combination or other strategic alternative, the decrease in value of our cash assets pending their deployment in a new business, our public securities’ potential liquidity and trading volume, our exposure to additional tax liabilities in connection with our agreement with HP or in connection with any future transactions, our need for additional financing in order to consummate any future business transactions including any purchase of an operating business, and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. Actual results may differ materially from any forward-looking statements set forth herein. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.



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