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 2012
Commission File Number: 001-33129
Allot Communications Ltd.
(Translation of registrant's name into English)
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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 o No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
EXPLANATORY NOTE
On August 1, 2012, Allot Communications Ltd. (the “Registrant”) published in newspapers in Israel a notice that it will hold its Annual General Meeting of Shareholders on September 12, 2012. The Registrant will distribute a proxy statement (which will include the full version of the proposed resolutions) and a proxy card to all shareholders of record after the record date for the meeting. A translation into English of the original notice, which was published in Hebrew, is attached hereto as Exhibit 99.1.
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.
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Allot Communications Ltd.
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By:
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/s/ Donna Rahav | |
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Donna Rahav
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Deputy General Counsel
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Date: August 1, 2012
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EXHIBIT INDEX
The following exhibit has been filed as part of this Form 6-K:
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Exhibit
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Description
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99.1.
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Translation into English of original notice, published in Hebrew, of the Annual General Meeting of Shareholders of the Registrant
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Exhibit 99.1
ALLOT COMMUNICATIONS LTD. (the "Company")
Notice of Annual Meeting of Shareholders of the Company
The Company is pleased to announce the Annual Meeting of shareholders of the Company, which will take place on September 12, 2012, at 5:00 p.m. Israel time at the offices of the Company, at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon [Israel] (the "Meeting").
The items that are on the agenda of the Meeting:
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1.
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To reelect each of Rami Hadar, President and Chief Executive Officer of the Company, and Yigal Jacoby as a Class III director, to serve until the 2015 annual meeting of shareholders and until his successor has been elected and qualified, or until his office is vacated in accordance with the Israeli Companies Law, 1999 (the "Companies Law") or the Articles of Association of the Company.
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2.
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To reelect Nurit Benjamini as an Outside Director (as defined in the Companies Law) of the Company, to serve for a term of three years commencing at the end of her current term and until her successor has been elected and qualified, or until her office is vacated in accordance with the Companies Law or the Articles of Association of the Company.
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3.
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To approve the compensation payable to the Other Directors (as such term is defined in the Companies Regulations (Rules Regarding Compensation and Expenses for Outside Director), 1999).
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4.
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To approve the compensation payable to the Outside Directors.
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5.
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To approve an increase in salary, a bonus grant and the grant of options to Rami Hadar, the President and Chief Executive Officer of the Company.
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6.
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To approve an amendment to the Company’s Articles of Association, to conform the indemnification provisions to a recent amendment to the Companies Law and the Israeli Securities Law, 1968.
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7.
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If Proposal 6 is approved, to approve the Company’s amending and restating the indemnification agreement with each of its directors, to provide indemnification in accordance with the revised provisions of the Company’s Articles of Association.
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8.
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To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as Allot’s independent registered public accounting firm for the fiscal year ending December 31, 2012 and until the next annual meeting of shareholders and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm.
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9.
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To report on the business of the Company for the fiscal year ended December 31, 2011, including a review of the 2011 financial statements.
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10.
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To act upon any other matters that may properly come before the Annual Meeting or any adjournment thereof.
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The date for determining the right of all the shareholders to vote at the meeting is August 6, 2012. The last date for submitting a statement of position is September 11, 2012. The last date for submitting a proxy card is September 11, 2012, at 5:00 p.m. To receive more information regarding the Meeting and the agenda items, see the Immediate Report on the matter of calling the Annual Meeting and the Proxy Statement, as it will be published by the Company on the Magna distribution site www.magna.isa.gov.il and the website of the [Tel Aviv] Stock Exchange www.maya.tase.co.il.