Report of Foreign Issuer (6-k)

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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 January 2016

Commission File Number 000-20860

 

EZchip Semiconductor Ltd.

(Translation of registrant’s name into English)

1 Hatamar Street, P.O.B. 527, Yokneam 20692, Israel

 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover 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): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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 o   No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_

 

 

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EXPLANATORY NOTE

 

Item 1

Results of Extraordinary General Meeting

On January 19, 2016, EZchip Semiconductor Ltd. (the “Company”) held an Extraordinary General Meeting of Shareholders (the “Meeting”) at the Company’s principal executive offices at 1 Hatamar Street, Yokneam 2069206, Israel.  At the Meeting, the Company’s shareholders approved the following resolution:

RESOLVED, (a) to approve (i) the Agreement of Merger dated as of September 30, 2015 by and among the Company, Mellanox Technologies, Ltd., an Israeli company (“Parent”), and Mondial Europe Sub Ltd., an Israeli company and a wholly-owned subsidiary of Parent (“Merger Sub”), as amended by Amendment No. 1 to the Agreement of Merger, dated as of November 17, 2015 (the “Merger Agreement”); (ii) the merger of Merger Sub with and into the Company in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999, following which Merger Sub will cease to exist as a separate legal entity and the Company will become a wholly-owned subsidiary of Parent (the “Merger”); (iii) the payment of consideration of US$25.50 in cash, without interest and subject to applicable withholding taxes, for each ordinary share, par value NIS 0.02 per share, of the Company held by the Company’s shareholders as of immediately prior to the effective time of the Merger; and (vi) all other transactions and arrangements contemplated by the Merger Agreement (collectively, the “Merger Proposal”), and (b) that the Merger Proposal is in the best interest of the Company.

Following are the final shareholder votes at the Meeting:

 

 

 

Proposal	Matter	FOR	AGAINST	ABSTAIN
1.	Merger Proposal	16,672,899	3,127,054	58,538

Additional information on the Meeting and the matter on the agenda at the Meeting can be found in the Company’s Proxy Statement for the Meeting, dated December 21, 2015.

Item 2. Press Release

On January 19, 2016, the Company issued a press release titled “EZchip Shareholders Approve Merger Proposal with Mellanox” A copy of the press release is annexed hereto as Exhibit 99.1.

The information in this explanatory note shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference to Form 6-K.

 

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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.

EZchip Semiconductor Ltd.

By:	/S/ Dror Israel

Name:

Dror Israel

Title:

Chief Financial Officer

Date: January 19, 2016

 

 

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Exhibit Index

 

Exhibit 99.1

Press Release of the Company, dated January 19, 2016, titled “EZchip Shareholders Approve Merger Proposal with Mellanox”.

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

EZCHIP SHAREHOLDERS APPROVE MERGER PROPOSAL WITH MELLANOX

 

YOKNEAM, ISRAEL, January 19, 2016 - EZchip Semiconductor Ltd. (“EZchip” or the “Company”) (NASDAQ: EZCH), a leader in high-performance processing solutions for carrier and data center networks, today announced that, at the Company’s 2016 Extraordinary General Meeting held today, EZchip shareholders overwhelmingly approved the Merger Proposal with Mellanox Technologies, Ltd. (“Mellanox”) (NASDAQ: MLNX), with approximately 84 percent of votes cast in favor of the merger. The final results will be reported by EZchip in filings with the Securities and Exchange Commission and the Tel Aviv Stock Exchange.

 

In response to the approval of the merger with Mellanox, Eli Fruchter, CEO of EZchip, stated “We are pleased by the support this transaction has received from our shareholders. We look forward to working with Mellanox to close the transaction for the benefit of all our stakeholders, including our dedicated employees, customers and partners.”

EZchip and Mellanox entered into an agreement on September 30, 2015, providing for Mellanox to acquire EZchip. In accordance with Israeli law, the transaction is expected to close in the second half of February 2016.

About EZchip

EZchip is a fabless semiconductor company that provides high-performance processing solutions for a wide range of applications for the carrier, cloud and data center networks. EZchip's broad portfolio of solutions scales from a few to hundreds of Gigabits-per-second, and includes network processors, multi-core processors, intelligent network adapters, high-performance appliances and a comprehensive software ecosystem. EZchip's processing solutions excel at providing great flexibility and high performance coupled with superior integration and power efficiency.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts and may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance and the consummation of the merger with Mellanox Technologies, Ltd. These statements are only predictions based on EZchip's current expectations and projections about future events based on its current knowledge. There are important factors that could cause EZchip's actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Those factors include, but are not limited to, the impact of general economic conditions, competitive products (including in-house customer developed products), product demand and market acceptance risks, customer order cancellations, reliance on key strategic alliances, fluctuations in operating results, delays in development of highly-complex products and other factors indicated in EZchip's filings with the Securities and Exchange Commission (SEC). For more details, refer to EZchip's SEC filings and the amendments thereto, including its Annual Report on Form 20-F filed on March 31, 2015 and its Current Reports on Form 6-K (including EZchip’s Proxy Statement, dated December 21, 2015, for the Extraordinary General Meeting). EZchip undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in our expectations, except as may be required by law.

 

 

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Important Additional Information

This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. The Proxy Statement for the Extraordinary General Meeting (including the Merger Agreement with Mellanox Technologies, Ltd. (as amended by Amendment No. 1 dated November 17, 2015) and the fairness opinion received by the EZchip Board), has been filed by EZchip with the SEC on December 21 , 2015 and mailed to shareholders. Shareholders are urged to read the Proxy Statement for the Extraordinary General Meeting, together with the exhibits thereto, in their entirety because they contain important information. Shareholders may also obtain a free copy of these statements and other documents filed by EZchip with the SEC at the website maintained by the SEC at http://www.sec.gov by directing such requests to:

MacKenzie Partners, Inc.

Toll-free: [phone]

Collect: [phone]

Contacts

EZchip Investor Contact

Jeffrey A Schreiner

EZchip

[phone]

[e-mail]

EZchip PR Contact

Daureen Green

EZchip

[phone]

[e-mail]

Additional Contacts

Joele Frank, Wilkinson Brimmer Katcher

Eric Brielmann / Kate Beers

[phone]

Sharon Stern / Adam Pollack

[phone]

MacKenzie Partners, Inc.

Bob Marese

[phone]

 

 

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