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 July 2010
_______________________
Commission File Number 000-28998
ELBIT SYSTEMS LTD.
(Translation of Registrant’s Name into English)
Advanced Technology Center, P.O.B. 539, Haifa 31053, Israel
(Address of Principal Corporate Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
|
x
|
Form 20-F
|
o
|
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): o
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): o
Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K 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: o
|
o
|
Yes
|
x
|
No
|
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________
Attached hereto as Exhibit 1 and incorporated herein by reference is the Registrant’s press release dated July 15, 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.
|
ELBIT SYSTEMS LTD.
(Registrant)
|
|||
|
By:
|
/s/ Romit Zmiri
|
||
|
Name:
|
Ronit Zmiri
|
||
|
Title:
|
Corporate Secretary
|
||
Dated: July 15, 2010
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
1.
|
Press Release dated July 15, 2010
|
Exhibit 1
Elbit Systems Issues a Cash Tender Offer for ITL's Shares
Haifa, Israel, July 15, 2010 – Elbit Systems Ltd. (NASDAQ and TASE: ESLT) ("ESL") announced today that its wholly-owned subsidiary, Elbit Security Systems Ltd. ("Elsec"), has issued a Cash Tender Offer (the "Tender Offer") to acquire the ordinary shares of I.T.L Optronics Ltd. ("ITL") held by the public, currently representing 15.19% of ITL's outstanding share capital. The remaining 84.81% of ITL's outstanding share capital are currently held by Mikal Ltd. ("Mikal") and its wholly-owned subsidiary Soltam Systems Ltd. ("Soltam"). ESL (through a wholly-owned subsidiary) holds approximately 19.35% of the outstanding share capital of Mikal.
The Tender Offer period will remain open through August 4, 2010 and is for the price of NIS 5.85 (approximately $1.51) per share and for a total consideration of NIS 11,001,434 (approximately $2.85 million). The price reflects a 15% premium above the closing price of the share on July 14, 2010. The Tender Offer will not be implemented if holders of 5% or more of the total outstanding ITL ordinary shares do not accept the Tender Offer, and therefore there is no assurance at this stage that the Tender Offer will be completed. If the dissenting shareholders represent less than 5% of the total outstanding ITL ordinary shares, Elsec will purchase all ITL's outstanding ordinary shares held by the public, including those of such dissenting shareholders, at the tender price. The Tender Offer documents, detailing the terms of the offer, have been filed with the Israeli Securities Authority and the Tel Aviv Stock Exchange.
About Elbit Systems
Elbit Systems Ltd. is an international defense electronics company engaged in a wide range of programs throughout the world. The Company, which includes Elbit Systems and its subsidiaries, operates in the areas of aerospace, land and naval systems, command, control, communications, computers, intelligence surveillance and reconnaissance ("C4ISR"), unmanned aircraft systems ("UAS"), advanced electro-optics, electro-optic space systems, EW suites, airborne warning systems, ELINT systems, data links and military communications systems and radios. The Company also focuses on the upgrading of existing military platforms, developing new technologies for defense, homeland security and commercial aviation applications and providing a range of support services.
For additional information, visit: www.elbitsystems.com.
Contacts:
|
Company Contact:
Joseph Gaspar, Executive VP & CFO
Dalia Rosen, VP & Head of Corporate Communications
Elbit Systems Ltd
Tel: +972-4-8316663
Fax: +972-4-8316944
E-mail: j.gaspar@elbitsystems.com
dalia.rosen@elbitsystems.com
|
IR Contact:
Ehud Helft / Kenny Green
CCG Investor Relations
Tel: 1-646-201-9246
E-mail: elbitsystems@ccgisrael.com
|
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) regarding Elbit Systems Ltd. and/or its subsidiaries (collectively the Company), to the extent such statements do not relate to historical or current fact. Forward Looking Statements are based on management’s expectations, estimates, projections and assumptions. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results, performance and trends may differ materially from these forward-looking statements due to a variety of factors, including, without limitation: scope and length of customer contracts; governmental regulations and approvals; changes in governmental budgeting priorities; general market, political and economic conditions in the countries in which the Company operates or sells, including Israel and the United States among others; differences in anticipated and actual program performance, including the ability to perform under long-term fixed-price contracts; and the outcome of legal and/or regulatory proceedings. The factors listed above are not all-inclusive, and further information is contained in Elbit Systems Ltd.’s latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange Commission. All forward-looking statements speak only as of the date of this release. The Company does not undertake to update its forward-looking statements.