UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal year ended December 31, 2012 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-27572 LUMENIS LTD. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s Name into English) Israel (Jurisdiction of Incorporation or Organization) P.O. Box 240, Yokneam 2069204, Israel (Address of Principal Executive Offices) William Weisel, General Counsel Telephone number: 011 972 4 959 9356; E-mail address: [email protected]; Facsimile number: 011 972 4 959 9355 Lumenis Ltd., P.O. Box 240, Yokneam 2069204, Israel (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. None Securities registered or to be registered pursuant to Section 12(g) of the Act. Ordinary Shares, par value NIS 0.1 (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 218,973,199 Ordinary Shares, NIS 0.1 par value, excluding 35,527 treasury shares, at December 31, 2012. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued US GAAP Other by the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 2 TABLE OF CONTENTS Page TABLE OF CONTENTS 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 4 USE OF TRADE NAMES 4 CERTAIN TERMS 5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 A. Selected Financial Data 5 D. Risk Factors 6 ITEM 4. INFORMATION ON THE COMPANY 21 A. History and Development of the Company 21 B. Business Overview 23 C. Organizational Structure 41 D. Property, Plants and Equipment 42 ITEM 4A. UNRESOLVED STAFF COMMENTS 43 A. Operating Results 43 B. Liquidity and Capital Resources 54 C. Research and Development, Patents and Licenses, Etc. 55 D. Trend Information 55 E. Off-Balance Sheet Arrangements 55 F. Tabular Disclosure of Contractual Obligations 55 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 56 A. Directors and Senior Management 56 B. Compensation 61 C. Board Practices 62 D. Employees 70 E. Share Ownership. 71 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 73 A. Major Shareholders 73 B. Related Party Transactions 76 ITEM 8. FINANCIAL INFORMATION 78 A. Consolidated Statements and Other Financial Information 78 B. Significant Changes 80 ITEM 9. THE OFFER AND LISTING 80 A. Listing Details 80 C. Markets 80 ITEM 10. ADDITIONAL INFORMATION 81 B. Memorandum and Articles of Association 81 C. Material Contracts 85 D. Exchange Controls 88 E. Taxation 88 H. Documents on Display 95 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 96 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 98 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 98 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF 98 PROCEEDS ITEM 15. CONTROLS AND PROCEDURES 98 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 99 ITEM 16B. CODE OF ETHICS 99 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 99 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 100 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 100 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 100 ITEM 16H. MINE SAFETY DISCLOSURE 100 ITEM 17. FINANCIAL STATEMENTS 101 ITEM 18. FINANCIAL STATEMENTS 101 ITEM 19. Exhibits 102 SIGNATURES 104 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information included or incorporated by reference in this annual report on Form 20-F may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, 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 often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things: • the overall global economic environment; • the impact of competition and new technologies; • general market, political and economic conditions in the countries in which we operate; • projected capital expenditures and liquidity; • changes in our business strategy; • government regulations and approvals; • changes in customers’ budgeting priorities; • litigation and regulatory proceedings; and • those factors referred to in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects”, as well as in this annual report generally. Readers are urged to carefully review and consider the various disclosures made throughout this annual report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects. Any forward-looking statements in this annual report are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. USE OF TRADE NAMES Unless the context otherwise indicates or requires, “Lumenis”, the Lumenis logo and all product names and trade names used by us in this annual report are our trademarks and service marks in which we have proprietary rights and that may be registered in certain jurisdictions. These trademarks and service marks are important to our business. Although we have omitted the “®” and “TM” trademark designations for such marks in this annual report, all rights to such trademarks and service marks are nevertheless reserved. 4 CERTAIN TERMS In this annual report, unless the context otherwise requires: • references to “Lumenis”, the “Company”, the “Registrant”, “us”, “we” and “our” refer to Lumenis Ltd., an Israeli company, and, unless the context indicates otherwise, its consolidated subsidiaries and companies acquired by it; • references to “ordinary shares”, “our shares” and