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 May 2011
Commission File Number 000-12790
ORBOTECH LTD.
(Translation of Registrant’s name into English)
SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 81101, 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):
Attached hereto and incorporated by reference herein is the following document:
| 1. | Press release issued by the Registrant on, and dated, May 24, 2011, and entitled “Orbotech Ltd. Announces Pricing of its Public Offering of Ordinary Shares”. |
The information on this Form 6-K, including the exhibit attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Orbotech Ltd. Announces Pricing of its Public Offering of Ordinary Shares
YAVNE, ISRAEL — May 24, 2011 — ORBOTECH LTD. (the “Company”) (NASDAQ/GSM SYMBOL: ORBK) announced today that its public offering of 6,700,000 ordinary shares (the “Offering”) was priced at $12.50 per share. The gross proceeds from the Offering before the underwriting discount and other Offering expenses are expected to be approximately $83,750,000. The Company has also granted the underwriters a 30-day option to purchase up to 1,005,000 additional ordinary shares to cover over-allotments, if any.
The Company plans to use the net proceeds of the Offering for general corporate purposes.
J.P. Morgan Securities LLC and Barclays Capital Inc. are acting as joint book-running managers; RBC Capital Markets, LLC is acting as senior co-manager; and Needham & Company, LLC and Oppenheimer & Co. Inc. are acting as co-managers of the Offering, which is being made under an effective shelf registration statement.
The Offering is being made only by means of a prospectus supplement and accompanying base prospectus. A preliminary prospectus supplement and accompanying base prospectus relating to the Offering has been filed with the Securities and Exchange Commission (“SEC”) and is available at the SEC’s website at http://www.sec.gov. When available, the final prospectus supplement and accompanying base prospectus relating to the Offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free (866) 803-9204 or Barclays Capital Inc. at Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: barclaysprospectus@broadridge.com, toll-free (888) 603-5847.
This release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of the prospectus supplement and accompanying base prospectus.
About Orbotech Ltd.
Orbotech Ltd. (NASDAQ/GSM: ORBK) has been at the cutting edge of the electronics industry supply chain, as an innovator of enabling technologies used in the manufacture of the world’s most sophisticated consumer and industrial products, for over 30 years. The Company is a leading provider of yield-enhancing and production solutions, primarily for manufacturers of printed circuit boards and flat panel displays; and today, virtually every electronic device is produced using Orbotech technology. The Company also applies its core expertise and resources in other advanced technology areas, including character recognition for check and forms processing and solar photovoltaic manufacturing. Headquartered in Israel and operating from multiple locations internationally, Orbotech’s highly talented and inter-disciplinary professionals design, manufacture, sell and service the Company’s end-to-end portfolio of solutions for the benefit of customers the world over. For more information visit www.orbotech.com.
Forward-Looking Statements
Except for historical information, the matters discussed in this release are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties. The words “anticipate,” “believe,” “could,” “will,” “plan,” “expect” and “would” and similar terms and phrases, including references to assumptions, have been used in this release to identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Many factors could cause the actual results to differ materially from those projected including, without limitation, cyclicality in the industries in which the Company operates, the Company’s production capacity, timing and occurrence of product acceptance, worldwide economic conditions generally, especially in the industries in which the Company operates, the timing and strength of product and service offerings by the Company and its competitors, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices, the timing, terms and completion of the proposed equity offering, and other risks detailed in the Company’s SEC reports, and other risks detailed in the Company’s SEC reports, including the Company’s Annual Report on Form 20-F for the year ended December 31, 2010. The Company assumes no obligation to update the information in this release to reflect new information, future events or otherwise, except as required by law.
| COMPANY CONTACTS: | ||
| Adrian Auman | Michelle Harnish | |
| Corporate Vice President Investor Relations | Marketing Communications Manager | |
| and Special Projects | Orbotech Inc. | |
| Orbotech Ltd. | +1-978-901-5120 | |
| +972-8-942-3560 |
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.
ORBOTECH LTD.
(Registrant)
| By: | /s/ Raanan Cohen | |
| Raanan Cohen | ||
| President and | ||
| Chief Executive Officer |
| By: | /s/ Amichai Steimberg | |
| Amichai Steimberg | ||
| Chief Operating Officer |
Date: May 24, 2011