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 August 2014

Commission File Number 000-12790

 

 

ORBOTECH LTD .

(Translation of Registrant’s name into English)

 

 

7 SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE,

YAVNE 8110101, ISRAEL

(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   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):   ¨

 

 

 


This report on Form 6-K is incorporated by reference into the Registration Statements on Form S-8 (Registration No. 33-25782, Registration No. 33-78196, Registration No. 333-05440, Registration No. 333-06542, Registration No. 333-08404, Registration No. 333-09342, Registration No. 333-11124, Registration No. 333-12692, Registration No. 333-127979, Registration No. 333-154394 and Registration No. 333-169146) of Orbotech Ltd. previously filed with the Securities and Exchange Commission.

 

 

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INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Results of 2014 Extraordinary General Meeting

At the 2014 Extraordinary General Meeting of shareholders of Orbotech Ltd. (the “ Company ”), held on August 14, 2014, the proposal to provide for terms of approximately one year for all members of the Board of Directors of the Company other than external directors was approved and the related resolution was adopted.

Capital Allocation Policy

The Company’s capital allocation policy is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking and Other Statements

Except for historical information, the matters discussed in this Form 6-K are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties. The words ‘anticipate’, ‘believe’, ‘could’, ‘will’, ‘plan’, ‘expect’ and ‘would’ and similar terms and phrases, including references to assumptions, have been used in this press release to identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events affecting Orbotech and the recently acquired business of SPTS Technologies Group Limited (“ SPTS ”), and are subject to uncertainties and factors relating to Orbotech’s and SPTS’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Many factors could cause the actual results to differ materially from those projected including, without limitation, the anticipated benefits of the acquisition of SPTS and the related financing transactions; the timing and impact of conversion of SPTS’s financial statements from U.K. GAAP to U.S. GAAP and the Company’s ability to switch SPTS to a U.S. GAAP reporting regimen; Orbotech’s ability to effectively integrate and operate SPTS’s business, the timing, terms and success of any other strategic or other transaction, cyclicality in the industries in which the Company or SPTS operates, the Company’s and SPTS’s production capacity, timing and occurrence of product acceptance (the Company defines ‘bookings’ as purchase arrangements with customers that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in product mix, worldwide economic conditions generally, especially in the industries in which the Company or SPTS operate, the timing and strength of product and service offerings by the Company, SPTS and each of their competitors, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices, the final outcome and impact of the criminal matter and ongoing investigation in Korea, including its impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third parties, including the Company’s customers, which may result in monetary judgments or settlements, expenses associated with the Korean matter, ongoing or increased hostilities in Israel and other risks detailed in the Company’s SEC reports, including the Company’s Annual Report on Form 20-F for the year ended December 31, 2013, and subsequent SEC filings. The Company assumes no obligation to update the information in this Form 6-K to reflect new information, future events or otherwise, except as required by law.

In addition, SPTS’s financial statements historically have been prepared in accordance with U.K. GAAP. U.K. GAAP differs in certain important respects from U.S. GAAP, the basis for Orbotech’s financial reporting. Neither SPTS nor Orbotech has begun a reconciliation of SPTS’s financial statements from U.K. to U.S. GAAP and therefore cannot quantify the differences, which may be material. Orbotech will account for the acquisition of SPTS under the purchase method of accounting, which will result in a new valuation for the assets and liabilities of SPTS. The new basis of accounting will be based on the estimated value of the assets and liabilities on August 7, 2014, the closing date of the acquisition. Orbotech will not be preparing any pro forma information for the acquisition and financing until the reconciliation and valuation estimates have been prepared.

 

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Exhibit 99.1

 

  Capital allocation policy

 

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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.

ORBOTECH LTD.

(Registrant)

 

By:  

/s/ Doron Abramovitch

  Doron Abramovitch
 

Corporate Vice President and

Chief Financial Officer

Date: August 21, 2014

 

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EXHIBIT 99.1

ORBOTECH LTD.

Capital Allocation Policy

 

1. Objectives

 

  1.1 The purpose of this policy is to set forth in writing the Company’s practices and policies concerning the allocation of its capital resources, including allocations for working capital, investments, capital expenditures, compliance with the Company’s financial policies, debt agreements and return of capital to shareholders.

 

  1.2 The Board shall continue to consider the Company’s capital allocation policy on a periodic basis, including with reference to both dividend payments and share repurchases.

 

  1.3 The Company will make this policy public.

 

2. Effectiveness

 

  2.1 This policy is effective as of August 19, 2014.

 

3. Updates

 

  3.1 The Board of Directors will review and update this policy:

 

  3.1.1 Annually, according to changes in the Company’s business environment, reinvestment needs and opportunities, and capital structure.

 

  3.1.2 On an ongoing basis as-needed, at the occurrence of a material change in any of the factors mentioned above.

 

4. Policy Content

 

  4.1 Principles

The Company’s capital allocation strategy aims at creating long term shareholder value through:

 

  4.1.1 Ensuring operating flexibility throughout the business cycle.

 

  4.1.2 Deploying capital while maintaining an issuer rating of at least B2 by Moody’s and B by Standard & Poor’s (each with at least a stable outlook).

 

  4.1.3 Returning capital to shareholders while preserving adequate public float.

 

  4.2 Ensuring operating flexibility

The Company currently believes that in order to ensure operating flexibility through the business cycle it needs a minimum unrestricted cash balance of 15-20% of its annual revenues. The Company believes that with such cash balance, it can fund its working capital needs as well as set aside an appropriate operating reserve for unexpected events.

 

  4.3 Deploying capital

The Company believes that the prudent allocation of its cash resources, including for the following purposes, will contribute to maximizing shareholder value:

 

  4.3.1 Using capital to grow the business by reinvesting in areas where the Company believes the expected returns provide attractive rewards relative to risks taken.


  4.3.2 Significant investments in research and development and related opportunities to maintain its technological leadership (approximate investment of 13-17% of its annual revenues in research and development).

 

  4.3.3 Funding capital expenditures, including investments required to adapt the Company’s global facilities to the various engineering and production activities, as well as ongoing investments in IT hardware and software.

 

  4.3.4 Repaying the Company’s debt obligations, including amortization payments, prepayments from a portion of excess cash flow and voluntary prepayments to reduce the outstanding debt amount, including for the purpose of maintaining the ratings referred to above.

 

  4.3.5 Continuing to seek opportunities in adjacent markets through acquisitions, joint ventures and other arrangements.

 

  4.4 Capital Return

 

  4.4.1 The Company is committed to enhancing long term shareholder value through balancing growth, deleveraging and capital return.

 

  4.4.1.1 Following analysis and consultation with professional advisors, based on the circumstances existing at this time, the Company has decided that the most appropriate form of capital return is repurchasing of shares (rather than cash dividends).

 

  4.4.1.2 The Company intends to review its available capital together with the aims set forth in this policy, market conditions, any restrictions under its debt agreements and the financial risk involved to determine whether to engage in share repurchase programs from time to time. Any decision to do so will be dependent upon the facts and circumstances at such time.

 

  4.4.2 The execution of share repurchases under any such program may be made from time to time in the open market or in privately negotiated transactions. If approved by the Board, the timing and amount of the repurchase transactions will depend on a variety of factors, including market conditions, the liquidity of the Company’s shares, the terms of the Company’s debt agreements and other considerations.