0001144204-16-090759.txt : 20160329 0001144204-16-090759.hdr.sgml : 20160329 20160329072024 ACCESSION NUMBER: 0001144204-16-090759 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160329 FILED AS OF DATE: 20160329 DATE AS OF CHANGE: 20160329 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: 161533589 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 v435533_6k.htm FORM 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 2016

 

Commission File Number: 001-13138

 

Pointer Telocation Ltd.
(Translation of registrant's name into English)

 

14 Hamelacha Street, Rosh Ha'ayin, Israel 4809133
(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 March 29, 2016, Pointer Telocation Ltd. issued a press release announcing its dual listing on the Tel Aviv Stock Exchange and its approval of the Spin-Off of Shagrir Group Vehicle Services Ltd.

 

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 – Pointer Telocation Ltd. Announces Dual Listing on the Tel Aviv Stock Exchange and Approves Spin-Off of Shagrir Group Vehicle Services Ltd.

 

 

  

 

 

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: March 29, 2016
  POINTER TELOCATION LTD.


By: /s/ Yossi Ben Shalom
——————————————
Yossi Ben Shalom
Chairman of the Board of Directors

 

  

EX-99.1 2 v435533_ex1.htm EXHIBIT 1

Exhibit 1

 

 

For Immediate Release

 

Pointer Telocation Announces Dual Listing on the

 

Tel Aviv Stock Exchange and Approves Spin-Off of Shagrir Group Vehicle Services Ltd.

 

Rosh HaAyin, Israel March 29, 2016. Pointer Telocation Ltd. (Nasdaq Capital Market: PNTR) – a leading developer, manufacturer and operator of Mobile Resource Management (MRM), announced today that the Tel Aviv Stock Exchange (TASE) has approved the listing of the ordinary shares of Pointer and trading is expected to begin on or about April 4, 2016 under the ticker symbol PNTR. No new shares are to be issued in connection with the admission to trading on the TASE. Pointer’s shares will continue to remain listed on the Nasdaq Capital Market, subject to the rules and regulations of the Nasdaq Capital Market applicable to listed companies.

 

The dual listing is a required step as part of Pointer’s previously announced re-organization, which includes the planned distribution to Pointer shareholders, as a dividend in kind, of its shares in its subsidiary, Shagrir Group Vehicle Services Ltd. ("Shagrir"). The distribution of the Shagrir shares is expected to take place after the Shagrir shares are registered for trade on the TASE, which is anticipated in May 2016. Pointer will issue a further press release once the record date for the distribution has been determined.

 

Once distributed, the Shagrir shares will be listed only on the Tel Aviv Stock Exchange. As a result, only those Pointer shareholders that hold Pointer shares in either an Israeli account, or in a foreign account which is able to take delivery of TASE-only listed shares will be able to receive the Shagrir shares upon their distribution. All other Shagrir shares will be held in an escrow account pending proper delivery and settlement instructions. Settlement and delivery instructions, along with a description of withholding taxes (where applicable), will be sent to shareholders prior to the record date.

 

“I am very pleased that our shares have been approved for listing on the TASE and that our Board of Directors has approved the distribution of the Shagrir shares to our shareholders. This distribution will provide our shareholders with ownership in two focused companies, enabling the opportunity to value our roadside assistance and mobile resource management businesses independently. We believe this distribution will create long-term shareholder value,” said David David Mahlab, chief executive officer of Pointer. 

 

 

Contact:   
    
Zvi Fried, V.P. and Chief Financial Officer  Gavriel Frohwein/Ehud Helft, GK Investor Relations
Tel.: +972-3-572 3111  Tel: +1 646 688 3559
E-mail: zvif@pointer.com  E-mail: pointer@gkir.com

 1 

 

 

 

About Pointer Telocation

Pointer Telocation is a leading provider of technology and services to the automotive and insurance industries, offering a set of services including Road Side Assistance, Fleet Management and Stolen Vehicle Recovery. Pointer has a growing list of customers and products installed in 50 countries. Cellocator, a Pointer Products Division, is a leading AVL (Automatic Vehicle Location) solutions provider for stolen vehicle retrieval, fleet management, car & driver safety, public safety, vehicle security and more.

 

Pointer Telocation's top management and the development center are located in the Afek Industrial Area of Rosh Ha'ayin, Israel.

 

Safe Harbor Statement

This press release contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of the Company. The words "believe," "expect," "anticipate," "intend," "seems," "plan," "aim," "should" and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of the Company with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in the markets in which the Company operates and in general economic and business conditions, loss or gain of key customers and unpredictable sales cycles, competitive pressures, market acceptance of new products, inability to meet efficiency and cost reduction objectives, changes in business strategy and various other factors, both referenced and not referenced in this press release. Various risks and uncertainties may affect the Company and its results of operations, as described in reports filed by the Company with the Securities and Exchange Commission from time to time. The Company does not assume any obligation to update these forward-looking statements.

 

 

Contact:   
    
Zvi Fried, V.P. and Chief Financial Officer  Gavriel Frohwein/Ehud Helft, GK Investor Relations
Tel.: +972-3-572 3111  Tel: +1 646 688 3559
E-mail: zvif@pointer.com  E-mail: pointer@gkir.com

 2 

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