Date: 05/27/2016 04:48 PM Vintage Project: v441042 Form Type: 6-K Client: v441042_Pointer Telocation Ltd_6-K Submission Data File General Information Form Type* 6-K Contact Name Chico Kim Contact Phone 866-683-5252 Filer File Number Filer CIK* 0000920532 [Pointer Telocation Ltd] (Pointer Telocation Ltd) Filer CCC* ********** Confirming Copy No Notify via Website only No Return Copy No SROS* NASD Period* 05-27-2016 (End General Information) Document Information File Count* 32 Document Name 1* v441042_6k.htm Document Type 1* 6-K Document Description 1 6-K Document Name 2* v441042_ex99-1.htm Document Type 2* EX-99.1 Document Description 2 Exhibit 99.1 Document Name 3* v441042_ex99-2.htm Document Type 3* EX-99.2 Document Description 3 Exhibit 99.2 (End Document Information) Notifications Notify via Website only No E-mail 1 [email protected] (End Notifications) Date: 05/27/2016 04:48 PM Vintage Project: v441042 Form Type: 6-K Client: v441042_Pointer Telocation Ltd_6-K File: v441042_6k.htm Type: 6-K Pg: 1 of 3 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 2016 Commission File Number: 001-13138 Pointer Telocation Ltd. (Translation of registrant's name into English) 14 Hamelacha Street, Rosh Ha'ayin, Israel 4809133 (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 _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 by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No _ If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ Date: 05/27/2016 04:48 PM Vintage Project: v441042 Form Type: 6-K Client: v441042_Pointer Telocation Ltd_6-K File: v441042_6k.htm Type: 6-K Pg: 2 of 3 Pointer Telocation Ltd. Attached hereto as Exhibit 99.1, is an information statement furnished with the United States Securities and Exchange Commission, by Pointer Telocation Ltd. (the “Registrant”), in connection with the proposed spin-off of the Registrant’s subsidiary Shagrir Group Vehicle Services Ltd. On May 27, 2016, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.2, announcing the filing of the information statement and providing certain details in connection with the proposed spin-off. Exhibit Index Exhibit 99.1 Information Statement dated May 27, 2016 Exhibit 99.2 Press release dated May 27, 2016. Exhibits 99.1 and 99.2 are incorporated herein by reference. Date: 05/27/2016 04:48 PM Vintage Project: v441042 Form Type: 6-K Client: v441042_Pointer Telocation Ltd_6-K File: v441042_6k.htm Type: 6-K Pg: 3 of 3 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. POINTER TELOCATION LTD. Date: May 27, 2016 By: /s/ Yossi Ben Shalom Yossi Ben Shalom Chairman of the Board of Directors Date: 05/27/2016 04:48 PM Vintage Project: v441042 Form Type: 6-K Client: v441042_Pointer Telocation Ltd_6-K File: v441042_ex99-1.htm Type: EX-99.1 Pg: 1 of 490 Exhibit 99.1 Information Statement dated May 27, 2016 Pointer Telocation Ltd. Ordinary Shares, par value NIS 3 per share Pointer Telocation Ltd. ("Pointer" or the "Company") is furnishing this information statement in connection with its spin-off (the "Spin-off") of Shagrir Group Vehicle Services Ltd. (“Shagrir”). Pointer intends to effect the Spin-off by way of a distribution of approximately 97.36% of its holdings of Shagrir to the holders of the ordinary shares of Pointer (the "Distribution"). Of the remaining shares of Shagrir, approximately 1.72% will be held by the employees of Shagrir and approximately 0.92% will be transferred to Barak Capital Underwriters Ltd., for sale to the public over the 12 month period following the Distribution. Pointer currently owns approximately 98% of the outstanding ordinary shares of Shagrir. Shagrir is a provider of primary services to subscribers of insurance companies such as roadside assistance services (including towing services, temporary vehicle replacement services, mobile automobile repair services, as well as vehicle body work and replacement parts installation services), services to homes such as plumbing and electricity repairs and car sharing. After the completion of the Spin-off, Pointer will no longer hold any Shagrir ordinary shares. In connection with the Spin-off, approximately 97.36% of the ordinary shares of Shagrir held by Pointer will be distributed to holders of record of the ordinary shares of Pointer on June 7, 2016 (the "Distribution Record Date"). Holders of Pointer ordinary shares ("Pointer Shareholders") will be entitled to receive one Shagrir ordinary shares for each Pointer ordinary share held on the Distribution Record Date subject to withholding tax. The distribution will be on a 1 to 1 basis such that one ordinary share of Shagrir will be distributed to each Pointer Shareholder for each ordinary share of Pointer that they hold. Pointer Shareholders will not be required to pay any consideration for the Shagrir ordinary shares that they will be entitled to receive in the Distribution or to surrender or exchange Pointer ordinary shares in order to be entitled to receive Shagrir ordinary shares. Pointer is not asking you for a proxy and you are requested not to send Pointer a proxy. The Spin-off is subject to the conditions described under "The Spin-off" in this information statement. 1 Date: 05/27/2016 04:48 PM Vintage Project: v441042 Form Type: 6-K Client: v441042_Pointer Telocation Ltd_6-K File: v441042_ex99-1.htm Type: EX-99.1 Pg: 2 of 490 Currently, Shagrir is a private company and there is no trading market for Shagrir ordinary shares. The Shagrir ordinary shares are expected to be listed on the Tel Aviv Stock Exchange (the "TASE") under the stock symbol "SHGR" on or about June 23, 2016. Admission to listing and trading is subject to the approval of the TASE. The Shagrir ordinary shares will not be listed on any securities exchange in the United States or quoted on any automated inter-dealer quotation system in the United States. An active trading market for Shagrir ordinary shares is not expected to develop in the United States. The Distribution may be treated as a taxable transaction for U.S. federal income tax purposes and withholding taxes will apply to Shagrir ordinary shares issued outside of Israel in accordance with Israeli law and a ruling received from the Israel Tax Authority. See "Certain Material Tax Consequences" on page IS-22 of this information statement. You should carefully consider the risks described under "Risk Factors Relating to the Distribution" beginning on page IS-17 of this information statement and under "Risk Factors" on pages F-58 and F-86 of the Shagrir prospectus, which is incorporated into this information statement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Shagrir ordinary shares or passed upon the accuracy or adequacy of this information statement. Any representation to the contrary is a criminal offense. This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities. This information statement is first being made available to Pointer Shareholders on May 27, 2016 by means of a Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission. 2 Date: 05/27/2016 04:48 PM Vintage Project: v441042 Form Type: 6-K Client: v441042_Pointer Telocation Ltd_6-K File: v441042_ex99-1.htm Type: EX-99.1 Pg: 3 of 490 TABLE OF CONTENTS Information Statement Page About this Information Statement 5 Shareholder Inquiries 6 Enforceability of Civil Liabilities 6 Forward-Looking Statements 7 Summary 8 The Spin-off 9 Historical Financial Information 12 Risk Factors Relating to the Distribution 17 Exchange Rate Information 19 Capitalization 20 Market Information 21 The Tel Aviv Stock Exchange 21 Certain Information Concerning Pointer 21 Certain Material Tax Consequences 22 Experts 29 Annual Audited Consolidated Financial Statements F1-F79 Annual Financial Data from Consolidated Financial Statements SF1-SF30 First Quarter Interim Consolidated Financial Statements See pages Exhibit D11-27 of the Prospectus First Quarter Financial Data From the Interim Consolidated Financial Statements See pages Exhibit D28-D41 of the prospectus 3 Date: 05/27/2016 04:48 PM Vintage Project: v441042 Form Type: 6-K Client: v441042_Pointer Telocation Ltd_6-K File: v441042_ex99-1.htm Type: EX-99.1 Pg: 4 of 490 Shagrir Prospectus Chapter A Introduction A-1 - A-3 Chapter B Description of the Distribution in Kind contemplated by this Prospectus B-1 - B-17 Chapter C Capital of the Company C-1 - C-10 Chapter D Rights Attached to the Company's Shares D-1 - D-7 Chapter E Issuance Consideration and Designation E-1 Chapter F Description of the Company's Business F-1 - F-69 The Board of Directors Report F-70-88 Chapter G Management of the Company G-1 - G-9 Chapter H Company Interested Parties H-1 - H-17 See pages F-1 to F-80 and SF-1 to Audited Financial Statements for 31 December, 2015 Chapter I SF-30 of this information statement Statement of Events Valuations added to the financial statements: Evaluation of the Company's Goodwill Impairment Shareholders' Loan Valuation Goodwill Impairment Test associated with the Purchase of Car2Go Ltd.