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): November 17, 2015
MELLANOX TECHNOLOGIES, LTD.
(Exact name of registrant as specified in its charter)
Israel
(State or other jurisdiction of incorporation)
001-33299 |
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98-0233400 |
Beit Mellanox
Yokneam, Israel 20692
(Address of principal executive offices, including 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2015, Mellanox Technologies, Ltd. (the Company) entered into an Agreement of Merger (the Merger Agreement) with Mondial Europe Sub Ltd. (Merger Sub) and EZchip Semiconductor Ltd. (EZchip).
On November 17, 2015, the Company, Merger Sub and EZchip entered into an amendment to the Merger Agreement (the Amendment) which: (i) permits EZchip to solicit and enter into negotiations with third parties with respect to a potential superior acquisition during a go-shop period that will end on December 16, 2015, (ii) provides EZchip with the right to terminate the Merger Agreement at any time prior to EZchips shareholder meeting for voting upon the proposal to approve the Merger Agreement if EZchips board of directors has effected a Change of Recommendation (as such term is defined in the Merger Agreement), (iii) removes the Companys right to be paid a termination fee pursuant to the Merger Agreement, and (iv) extends the Outside Date (as such term is defined in the Merger Agreement) through April 16, 2016.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
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2.1 |
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Amendment No. 1 to Agreement of Merger, dated November 17, 2015, by and among Mellanox Technologies, Ltd., Mondial Europe Sub Ltd. and EZchip Semiconductor Ltd. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 17, 2015 |
MELLANOX TECHNOLOGIES, LTD. | |
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By: |
/s/ Jacob Shulman |
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Name: |
Jacob Shulman |
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Title: |
Chief Financial Officer |