-----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, MW1Oz9I8FufLgqkqn5RRic4j1gOwkjYR2KbjPnaRfnetPx5GOSG/LcqFVL55r2dU VHcEMBkhwLMFoslXNb/DCw== 0000922423-05-000738.txt : 20050428 0000922423-05-000738.hdr.sgml : 20050428 20050428165720 ACCESSION NUMBER: 0000922423-05-000738 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050401 FILED AS OF DATE: 20050428 DATE AS OF CHANGE: 20050428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELSCINT LTD CENTRAL INDEX KEY: 0000032522 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08781 FILM NUMBER: 05781375 BUSINESS ADDRESS: STREET 1: 13 MOZES STREET CITY: TEL AVIV ISRAEL STATE: L3 ZIP: 67442 BUSINESS PHONE: 01197236086011 MAIL ADDRESS: STREET 1: 13 MOZES STREET CITY: TEL AVIV ISRAEL STATE: L3 ZIP: 67442 6-K 1 kl00456_6k.txt REPORT OF FOREIGN PRIVATE ISSUER 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 April, 2005 Commission File Number 1-08781 ----------- ELSCINT LIMITED (Translation of Registrant's Name Into English) 13 NOAH MOZES STREET, TEL AVIV 67442, 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 ---- ---- 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 No X ---- ---- If "Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__________. EXPLANATORY NOTE Attached are the following exhibits: 99.1 Press release, released publicly on April 20, 2005. SIGNATURE 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. ELSCINT LIMITED --------------- (Registrant) Date: April 28, 2005 By: /s/ Rachel Lavine ---------------------------- Name: Rachel Lavine Title: President EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release, released publicly on April 20, 2005 EX-99 2 kl00456_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] ELSCINT SIGNS SHARE PURCHASE AGREEMENT TO ACQUIRE MANGO ISRAEL CLOTHING & FOOTWEAR - Mango is the Israeli Distributor and Seller of the Internationally Renowned Retail Brand Name MANGO-MNG(TM) - Tel-Aviv, Israel - April 20, 2005 - Elscint Ltd. (NYSE: ELT) ("Elscint") announced today that it executed a definitive Share Purchase Agreement ("Agreement") for the acquisition of 100% of the equity and voting rights of Mango Israel Clothing & Footwear Ltd. ("Mango"), the Israeli distributor and seller of the internationally renowned retail brand name MANGO-MNG(TM). Mango operates eight retail facilities in various cities in Israel. The execution of the Agreement follows the signing of a letter of intent, previously reported on December 27, 2004. Elscint has agreed to pay an aggregate amount of (euro) 2.85 million (approximately $3.7 million at the date of this release) in consideration for the acquisition of the said rights of Mango and an option to operate an additional retail facility. Upon consummation of the transaction, Mango will execute distribution agreements with MANGO-MNG(TM) brand name owners for a 10-year period, subject to fulfillment of certain conditions. Elscint will retain the right to introduce additional purchasers, provided that it retains control of Mango. This transaction is subject to the consent of certain third parties. Assuming such approvals are obtained, Elscint anticipates that the closing of the foregoing transaction will occur during May 2005. Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the Arena commercial and entertainment center in Israel. This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. For Further Information: Company Contact Investor Contact Marc Lavine, Adv. Kathy Price Elscint Limited The Anne McBride Company + 972-3-608-6001 + 212-983-1702 x212 mlavine@elscint.net kprice@annemcbride.com -----END PRIVACY-ENHANCED MESSAGE-----