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
November 2017
Commission File Number:
001-36073
Enzymotec
Ltd.
(Translation of registrant’s name into English)
Sagi
2000 Industrial Area
P.O. Box 6
Migdal Ha’Emeq 2310001, Israel
(Address of principal executive office)
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
¨
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):
¨
CONTENTS
Notice of 2017 Annual and Extraordinary General Meeting
of Shareholders
On
November 2, 2017, Enzymotec Ltd. (“
Enzymotec
” or the “
Company
”)
issued a press release serving as notice of the upcoming 2017 annual and extraordinary general meeting of shareholders of Enzymotec
(the “
Meeting
”), which will take place on Monday, December 11, 2017 at 5:00
p.m. (Israel time) at the Company’s offices at Sagi 2000 Industrial Area, Migdal Ha’Emeq 2310001, Israel. A copy of
the press release is furnished as
Exhibit 99.1
to this Report of Foreign Private Issuer on Form 6-K (this “
Form
6-K
”) and is incorporated herein by reference.
The
Meeting is being called to approve, among other proposals, the acquisition of Enzymotec by
Frutarom Ltd., an Israeli company
(“
Frutarom
”),
pursuant to the previously filed merger
agreement, dated October 28, 2017, by and among Enzymotec, Frutarom and Frutarom Tech Ltd., an Israeli company and a wholly-owned
subsidiary of Frutarom (“
Merger Sub
”), under which Merger Sub will merge with and into Enzymotec, with Enzymotec
surviving as a wholly-owned subsidiary of Frutarom. Pursuant to the merger agreement, the shareholders of Enzymotec (other than
Enzymotec, Frutarom or their respective wholly-owned subsidiaries) will be entitled to receive $11.90 per share in cash, without
interest and less any applicable withholding taxes, for each ordinary share of Enzymotec owned immediately prior to the effective
time of the merger. The record date for shareholders entitled to vote at the Meeting is November 13, 2017.
At the Meeting, certain additional matters,
which are required to be approved under Israeli law as part of the Company’s annual shareholder meeting, will also be presented
for approval.
The Company will distribute a proxy statement
describing the proposed merger, the proposals to be voted upon at the Meeting, and related matters, as well as the accompanying
proxy card, to all shareholders as of the record date for the Meeting. A copy of the press release serving as the notice of the
Meeting is attached as
Exhibit 99.1
to this Form 6-K.
Cautionary Note Regarding Forward-Looking Statements
Information included in this Form 6-K
may contain forward-looking statements, within the meaning of the safe harbor provisions 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, that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements about
the expected timing of the proposed merger, the satisfaction or waiver of any conditions to the proposed merger, anticipated benefits,
growth opportunities and other events relating to the proposed merger, and projections about Enzymotec’s business and its
future revenues, expenses and profitability. These forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations, assumptions, estimates and projections about Enzymotec and its industry as of the date of
this Form 6-K. We undertake no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances,
or changes in our expectations, except as may be required by law. Forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those contemplated by the forward-looking statements, including: (1) Enzymotec may
be unable to satisfy conditions to the closing of the proposed merger; (2) the proposed merger may involve unexpected costs, liabilities
or delays; (3) any event or change could occur or other circumstances could arise that could cause the termination of the merger
agreement; (4) the proposed merger may disrupt current plans and operations and could cause potential difficulties in employee
retention; (5) the proposed merger may adversely impact relationships with Enzymotec’s commercial counter-parties; (6) other
risks may imperil the consummation of the proposed merger, which may result in the merger not being consummated within the expected
time period or at all; and (7) the risks described in Enzymotec’s filings with the U.S. Securities and Exchange Commission
(the “
SEC
”) may be realized. For more details, please refer to Enzymotec’s filings with the SEC, including
its Annual Report on Form 20-F for the year ended December 31, 2016, and its Reports of Foreign Private Issuer on Form 6-K furnished
to the SEC.
Additional Information and Where to Find It
In connection with the Meeting, Enzymotec
will send to its shareholders of record as of the record date a proxy statement describing the proposals to be voted upon at the
Meeting, as well as the time and location of, and other logistical information related to, the Meeting, along with a proxy card
enabling shareholders to submit their votes on the proposals.
Enzymotec will also be furnishing
copies of the proxy statement and form of proxy card to the SEC as exhibits to a Report of Foreign Private Issuer on Form 6-K.
This communication is not a substitution
for the proxy statement or for any other documents that Enzymotec may furnish to the SEC or send to shareholders in connection
with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FURNISHED TO THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the proxy statement, and any other documents
furnished by Enzymotec to the SEC (when available), at the SEC’s website at www.sec.gov. Copies of documents furnished by
Enzymotec may also be obtained for free by submitting a request to The Ruth Group., telephone: (646) 536-7035 / 7037, or at
www.Enzymotec.com
.
The contents of Enzymotec’s website are not deemed to be incorporated by reference into this Form 6-K or the proxy statement
(once available).
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.
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Enzymotec Ltd.
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Dated: November 2, 2017
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By:
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/s/ Dror Israel
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Name:
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Dror Israel
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
The following exhibit is furnished as
part of this Form 6-K:
ENZYMOTEC LTD. (NASDAQ:ENZY)
Historical Stock Chart
From Sep 2024 to Oct 2024
ENZYMOTEC LTD. (NASDAQ:ENZY)
Historical Stock Chart
From Oct 2023 to Oct 2024