-----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, EhcARJwFbDHJV7HDm8lGSr1NqziA/RDBploG11y6HkkQa57rwfh2V0SIrR5lvG08 MUhif1s48KdQVh2Nqu14/w== 0000922423-05-000808.txt : 20050509 0000922423-05-000808.hdr.sgml : 20050509 20050509154402 ACCESSION NUMBER: 0000922423-05-000808 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050501 FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 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: 05811658 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 kl00514_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 May, 2005 Commission File Number 000-28996 ------------ 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 May 5, 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: May 8, 2005 By: /s/ Rachel Lavine --------------------------------- Name: Rachel Lavine Title: President EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release, released publicly on May 5, 2005. EX-99 2 kl00514_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] ELSCINT COMPLETES ACQUISITION OF MANGO ISRAEL CLOTHING & FOOTWEAR - Mango is the Israeli Distributor and Seller of the Internationally Renowned Retail Brand Name MANGO-MNG(TM) - Tel-Aviv, Israel - May 5, 2005 - Elscint Ltd. (NYSE: ELT) ("Elscint") today announced that it completed the transaction for the acquisition of 100% of the equity and voting rights of Mango Israel Clothing & Footwear Ltd. ("Mango"), the Israeli distributor and retailer of the internationally renowned retail brand name MANGO-MNG(TM). Mango operates eight retail facilities in various cities in Israel. The consummation of the transaction follows the execution of a letter of intent, as previously reported on December 27, 2004. Pursuant to the terms of definitive Share Purchase Agreement ("Agreement") signed on April 20, 2005, Elscint paid 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 equity and voting rights of Mango, as well as for an option to operate an additional retail facility in Israel. Concurrently with the Share Purchase Agreement, Mango executed distribution agreements with the owners of the MANGO-MNG(TM) brand name for a 10-year period. The newly appointed managing director of Mango has been awarded an option to acquire up to 10% of the equity and voting rights of Mango within 30 days from the completion of the transaction, and a second option to acquire up to an additional 10% of the equity and voting rights in the company exercisable no later than the first anniversary of the closing. Both options may be exercised in consideration for amounts equivalent to the cost to Elscint, pro rata. The transaction was completed after receiving consent from certain third parties. Rachel Lavine, president and CEO of Elscint, commented: "We are gratified that the transaction for the sale of the acquisition of Mango has now been finalized. The acquisition of Mango marks our first entry into the retail market and is a complement to our operations in the commercial real-estate market. We believe that the MANGO-MNG(TM) brand name offers a high potential to succeed in the Israeli apparel market. We intend to open a Mango flagship store in the Arena shopping and entertainment center. We believe this will be a worthy addition to Arena, and will promote Arena as the foremost brand name shopping center in Israel." 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-----