Allot Communications Ltd. (Translation of Registrant’S Name Into English)
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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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2007 Commission File Number: 001-33129 Allot Communications Ltd. (Translation of registrant’s name into English) 22 Hanagar Street Neve Ne'eman Industrial Zone B Hod-Hasharon 45240 Israel (Address of principal executive office) 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 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-________. EXPLANATORY NOTE On or about January 28, 2007, Allot Communications Ltd. (the “Company”) first distributed copies of its proxy statement and proxy card to its shareholders and will mail to its shareholders of record a proxy statement and proxy card for a Special Meeting of Shareholders to be held on February 21, 2007, in Israel. A copy of the proxy statement and proxy card are also available on the Company’s website at www.allot.com. A copy of the proxy statement and proxy card are attached to this Form 6-K as Exhibit 99.1. 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. ALLOT COMMUNICATIONS LTD. Date: January 29, 2007 By: /s/ Adi Sapir —————————————— Name: Adi Sapir Title: Chief Financial Officer EXHIBIT INDEX The following exhibit has been filed as part of this Form 6-K: Exhibit Description 99.1 Proxy statement and proxy card for the Special Meeting of Shareholders of the Company to be held February 21, 2007. Exhibit 99.1 ALLOT COMMUNICATIONS LTD. 22 Hanagar St., Neve Ne’eman Industrial Zone B, Hod-Hasharon, Israel January 23, 2007 Dear Shareholder, You are cordially invited to attend a special meeting (the “Special Meeting”) of the shareholders of Allot Communications Ltd. (the “Company”) on Wednesday, February 21, 2007, beginning at 17:00 local time, at the offices of the Company at 22 Hanagar St., Neve Ne’eman Industrial Zone B, Hod- Hasharon, Israel. The Company’s formal notice of the Special Meeting, published on January 16, 2007, and the Proxy Statement appear on the following pages and describe in detail the matters to be acted upon at the Special Meeting. Only shareholders who held ordinary shares of the Company at the close of business on January 17, 2007, are entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof. The Company’s board of directors recommends a vote “FOR” all of the matters set forth in the notice. Whether or not you plan to attend the Special Meeting, it is important that your ordinary shares be represented and voted at the Special Meeting. Accordingly, after reading the enclosed Notice of Special Meeting of Shareholders and accompanying Proxy Statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. We look forward to seeing as many of you as can attend the meeting. Very truly yours, By: /s/ Yigal Jacoby —————————————— Yigal Jacoby Chairman of the Board of Directors ALLOT COMMUNICATIONS LTD. 22 Hanagar St., Neve Ne’eman Industrial Zone B, Hod-Hasharon, Israel Tel: 972-9-761-9200 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To be held on February 21, 2007 As originally published on January 16, 2007 Allot Communications Ltd. (NASDAQ: ALLT) (the “Company”), a leading provider of deep packet inspection (DPI) technology for service optimization, today announced that a special meeting (the “Special Meeting”) of its shareholders will be held on Wednesday, February 21, 2007, at 17:00 pm Israel time, at the offices of the Company at 22 Hanagar St., Industrial Zone B, Hod-Hasharon, Israel. The Special Meeting is being called for the following purposes: (1) to elect Ms. Nurit Benjamini and Mr. Hezi Lapid as Outside Directors of the Company in accordance with the requirements of the Israeli Companies Law; (2) to approve the compensation of the Outside Directors; (3) to approve the compensation of Mr. Eyal Kishon, Mr. Yossi Sela and Mr. Shai Saul, in their positions as directors of the Company; and (4) to act upon such other matters as may properly come before the meeting or any adjournment or adjournments thereof. In each case, the affirmative vote of the holders of a majority of the voting power represented at the Special Meeting in person or by proxy and voting thereon is necessary for the approval of each proposal. In addition, proposal no. (1) is also subject to the following additional voting requirements: — the majority of shares voted at the meeting in favor of the proposal (not including abstentions), includes at least one-third of the shares held by Non-Controlling Shareholders that are voted at the meeting (the “Non-Controlling Shares”); or — the total number of Non-Controlling Shares voted against the proposal does not exceed one percent of the aggregate voting rights in the Company. Only shareholders of record at the close of business on January 17, 2007 are entitled to notice of, and to vote at, the Special Meeting, or at any adjournment or postponement thereof. A proxy statement describing the various matters to be voted upon at the meeting along with a proxy card enabling the shareholders to indicate their vote on each matter will be mailed on or about January 24, 2007, to all shareholders entitled to vote at the Special Meeting. Such proxy statement shall also be filed with the U.S. Securities and Exchange Commission under cover of Form 6-K and will be available on the Company’s website www.allot.com on or about January 24, 2007. In accordance with the Israeli Companies Law-1999 and regulations promulgated thereunder, any shareholder of the Company may submit to the Company a position paper on its behalf no later than January 27, 2007. BY ORDER OF THE BOARD OF DIRECTORS By: /s/ Yigal Jacoby —————————————— Yigal Jacoby Chairman of the Board of Directors Hod-Hasharon, Israel January 23, 2007 2 SPECIAL MEETING OF SHAREHOLDERS General Information This proxy statement and the accompanying proxy card are being furnished to the holders of ordinary shares, par value NIS 0.1 per share, of Allot Communications Ltd., an Israeli company (the “Company”), in connection with the solicitation of proxies by the board of directors of the Company, for use at the Special Meeting of Shareholders of the Company to be held on Wednesday, February 21, 2007, beginning at 17:00 local time, at the offices of the Company at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod-Hasharon, Israel (the “Special Meeting”). The Proxy Yigal Jacoby, Rami Hadar and Adi Sapir, or any of them, may be appointed as proxies by the shareholders entitled to vote at the Special Meeting with respect to the matters to be voted upon at the Special Meeting. All ordinary shares represented by properly executed proxies delivered to the Company at its offices at 22 Hanagar St., Neve Ne’eman Industrial Zone B, Hod-Hasharon, Israel, Attn: Adi Sapir, CFO, or to its transfer agent prior to the time fixed for the Special Meeting, or presented to the chairperson of the Special Meeting at such meeting, will be voted as specified in the instructions indicated in such proxies. Proxies delivered as aforesaid to the Company or to its transfer agent during the twenty four (24) hours preceding the time fixed for the Special Meeting will be presented to the chairperson of the Special Meeting at such meeting and voted as specified in the instructions included in such proxies. If no instructions are indicated, such proxies will be voted in accordance with the recommendations of the board of directors contained in this proxy statement and in the discretion of the persons named in the proxy card in respect of such other matters as may properly come before the Special Meeting. Revocation of Proxies A shareholder may revoke a proxy in one of the following ways: (1) by written notice delivered to the Company at its offices at 22 Hanagar St., Neve Ne’eman Industrial Zone B, Hod-Hasharon, Israel, Attn: Adi Sapir, CFO, or to its transfer agent at least twenty four (24) hours prior to the time of the Special Meeting canceling the proxy or appointing a different proxy, (2) by written notice delivered at the meeting to the Chairman of the Special Meeting of the revocation of the proxy, or by attending and voting in person at the Special Meeting. Attendance at the Special Meeting will not in and of itself constitute revocation of a proxy. Shareholders Entitled to Vote – Record Date Shareholders of record who held ordinary shares at the close of business on January 17, 2007 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting.