Current Report Filing (8-k)
May 24 2019 - 3:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 23, 2019
Mellanox
Technologies, Ltd.
(Exact name of registrant as specified in its charter)
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Israel
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001-33299
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98-0233400
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Beit Mellanox
Yokneam, Israel
(Address
of principal executive offices)
20692
(Zip Code)
+972-4-909-7200
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Ordinary Shares, nominal value NIS 0.0175 per share
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MLNX
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The Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or
Rule 12b-2
of the Securities Exchange Act of 1934
(17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), in connection with the
previously announced proposed acquisition of Mellanox Technologies, Ltd. (Mellanox) by NVIDIA International Holdings, Inc. expired at 11:59 p.m., Eastern time, on May 23, 2019. The expiration of the waiting period under the HSR
Act satisfies one of the conditions to closing the acquisition. The acquisition remains subject to other customary closing conditions, including receipt of approval from Mellanox shareholders and other regulatory clearances.
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 hereunto duly authorized.
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Date: May 24, 2019
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MELLANOX TECHNOLOGIES, LTD
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By:
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/s/ Alinka Flaminia
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Name:
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Alinka Flaminia
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Title:
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SVP, General Counsel
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