6-K 1 zk1212375.htm 6-K zk1212375.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
of the Securities Exchange Act of 1934
 
For the month of December 2012 (Report no. 1)
 
Commission File Number: 000-30820

TIKCRO TECHNOLOGIES LTD.
(Translation of registrant’s name into English)
 
16 Hatidhar Street, Raanana 43652, 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): N/A

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): N/A

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- N/A

 
 

 
This Report on Form 6-K is hereby incorporated by reference into the Registrant’s Registration Statement on Form S-8, Registration No. 333-12904.
 
CONTENTS
 
Tikcro Technologies Ltd., an Israeli company (the “Company”), entered into a Bonus Rights Agreement (the “Rights Plan”) on September 12, 2005 with American Stock Transfer & Trust Company, LLC, as Rights Agent, pursuant to which one bonus right was distributed in respect of each ordinary share of the Company (collectively, the "Rights").
 
On November 20, 2012, Mr. Steven N. Bronson filed a Statement on Schedule 13D reflecting beneficial ownership of 1,500,094 ordinary shares of the Company, or 16.9% of the Company's outstanding ordinary shares, thereby crossing the 15% ownership threshold and becoming an "Acquiring Person" under the Rights Plan.  Subject to the conditions described in the Rights Plan, once the "Distribution Date" occurs, the Rights will become exercisable.

On December 6, 2012, Mr. Bronson undertook, for a period ending on February 5, 2013, not to be the beneficial owner of more than 1,500,094 ordinary shares of the Company and not to vote more than 1,334,829 ordinary shares of the Company, or 14.99% of the Company's outstanding ordinary shares.

The Board of Directors of the Company has determined that the Distribution Date under the Rights Plan will be the close of business on February 5, 2013.

The foregoing discussion of the Rights Plan is qualified in its entirety by reference to the full text of the Rights Plan, as amended on December 10, 2012, a copy of which has been filed by the Company with the Securities and Exchange Commission.

 
 

 
 
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.
 
 
TIKCRO TECHNOLOGIES LTD.
 
       
Date: December 11, 2012
By:
/s/ Aviv Boim  
    Aviv Boim  
   
Chief Executive Officer