- Report of Foreign Issuer (6-K)
March 19 2010 - 12:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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 March 2010
STARLIMS Technologies Ltd.
(Name of Registrant)
32B Habarzel Street, Tel Aviv 69710, 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 [ ]
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 [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-_________
This Report on Form 6-K is incorporated by reference into the Registrant's Form
S-8 Registration Statement File Nos. 333-146593.
STARLIMS Technologies Ltd.
On December 14, 2009, STARLIMS Technologies Ltd. (the "Company") entered
into an Agreement and Plan of Merger with Abbott Investments Luxembourg Sarl, a
company organized under the laws of Luxembourg ("Parent") and Scorpio Designated
Corporation Ltd., an Israeli company and a wholly-owned subsidiary of Parent
("Merger Sub"), pursuant to which the Merger Sub will merge with and into the
Company and the Company will become a wholly-owned subsidiary of Parent (the
"Merger"). The Merger was approved by the Company's shareholders at an
extraordinary meeting held on February 16, 2010. As a result of the Merger, each
outstanding ordinary share of the Company (other than ordinary shares owned by
the Company or any direct or indirect wholly-owned subsidiary of the Company and
ordinary shares owned by Parent or Merger Sub) will be converted into the right
to receive $14.00 in cash (without interest and less any applicable withholding
tax).
The Merger is expected to close on March 22, 2010, upon the issuance by
the Israeli Companies Registrar of a certificate evidencing the completion of
the Merger in accordance with Section 323(5) of the Israeli Companies Law.
After the Merger, the Company's ordinary shares will no longer be listed
for trade on the NASDAQ Global Market and Tel Aviv Stock Exchange and the
registration of the Company's ordinary shares under the U.S. federal securities
laws will be terminated. It is expected that the last trading day for the
Company's ordinary shares on NASDAQ will be March 19, 2010 and the last trading
day on the Tel Aviv Stock Exchange will be March 21, 2010.
SIGNATURE
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.
STARLIMS Technologies Ltd.
(Registrant)
By: /s/Chaim Friedman
-----------------
Chaim Friedman
Chief Financial Officer
Date: March 19, 2010
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