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 November, 2008
Commission File Number 000-22286
Taro Pharmaceutical Industries Ltd.
(Translation of registrant's name into English)
14 Hakitor Street, Haifa Bay 26110, Israel
(Address of principal executive office)
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): _____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_____.
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.
Date: November 17, 2008
TARO PHARMACEUTICAL INDUSTRIES LTD.
By: /s/ Tal Levitt
--------------
Name: Tal Levitt
Title: Director and Secretary
Taro Pharmaceutical
Industries Ltd.
Barrie Levitt, M.D.
Chairman of the Board
November 16, 2008
Dear Shareholder:
Attached please find notice of the Annual General Meeting of Shareholders of
Taro Pharmaceutical Industries Ltd. ("Taro" or the "Company"), accompanied by a
proxy statement and proxy card.
At the Annual General Meeting you will be asked to elect eight directors to the
Board of Directors and reappoint the Company's independent auditors, Kost Forer
Gabbay & Kasierer, Certified Public Accountants (Israel), a member of Ernst &
Young Global.
Your vote is important! Whether or not you plan to attend the meeting in person,
we urge you to sign, date and return the enclosed proxy card promptly. You may
also submit your proxy vote by telephone or via the internet by following the
proxy voting instructions included with the enclosed materials. You may, of
course, attend the meeting and vote in person even if you have previously mailed
your proxy card.
By Order of the Board of Directors,
/s/ Barrie Levitt, M.D.
Barrie Levitt, M.D.
Chairman of the Board of Directors
TARO PHARMACEUTICAL INDUSTRIES LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Haifa Bay, Israel
November 16, 2008
Notice is hereby given that the Annual General Meeting of Shareholders (the
"Annual General Meeting" or the "Meeting") of Taro Pharmaceutical Industries
Ltd. (the "Company") will be held on December 31, 2008, at 8:00 a.m. (Israel
time), at the offices of the Company, 14 Hakitor Street, Haifa Bay, Israel, for
the following purposes:
1. To elect eight directors to the Board of Directors of the Company.
2. To reappoint the Company's independent registered public accounting firm
and to authorize the Company's Audit Committee to fix the remuneration of
the Company's independent registered public accounting firm in accordance
with the volume and nature of their services.
3. To discuss the current status of the Company's Consolidated Financial
Statements for the years ended December 31, 2006 and December 31, 2007.
Shareholders of record at the close of business on November 21, 2008, are
entitled to notice of, and to vote at, the Meeting. All shareholders are
cordially invited to attend the Annual General Meeting in person.
Shareholders who are unable to attend the Meeting in person are requested to
complete, date and sign the enclosed form of proxy and to return it promptly in
the pre-addressed envelope provided. No postage is required if mailed in the
United States. You may also submit your proxy vote by telephone or via the
internet by following the proxy voting instructions included with the enclosed
materials. Shareholders who subsequently revoke their proxies may vote their
shares in person.
By Order of the Board of Directors,
/s/ Barrie Levitt, M.D.
Barrie Levitt, M.D.
Chairman of the Board of Directors
TARO PHARMACEUTICAL INDUSTRIES LTD.
14 Hakitor Street
Haifa Bay 26110, Israel
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PROXY STATEMENT
---------------------------
This Proxy Statement is furnished to the holders of Ordinary Shares, nominal
(par) value NIS 0.0001 each (the "Ordinary Shares"), of Taro Pharmaceutical
Industries Ltd. (the "Company") in connection with the solicitation by the Board
of Directors of proxies for use at the Annual General Meeting of Shareholders
(the "Annual General Meeting" or the "Meeting"), or any postponement or
adjournment thereof, pursuant to the accompanying Notice of Annual General
Meeting of Shareholders. The Meeting will be held on December 31, 2008, at 8:00
a.m. (Israel time) at the offices of the Company, 14 Hakitor Street, Haifa Bay,
Israel.
It is proposed that, at the Meeting, the following matters be considered: (i) to
elect eight directors to the Board of Directors of the Company and (ii) to
reappoint the Company's independent registered public accounting firm and to
authorize the Company's Audit Committee to fix their remuneration in accordance
with the volume and nature of their services. The Company will also discuss the
status of its audited financial statements for the years ended December 31, 2006
and December 31, 2007.
A form of proxy for use at the Meeting and a return envelope for the proxy are
also enclosed. Proxy votes may also be submitted by telephone or via the
internet by following the proxy voting instructions included with the enclosed
materials. Shareholders may revoke the authority granted by their execution of
proxies at any time before the effective exercise thereof by filing with the
Company a written notice of revocation or duly executed proxy bearing a later
date, by submitting votes by telephone or internet at a later date, or by voting
in person at the Meeting.
Unless otherwise indicated on the form of proxy, shares represented by any proxy
in the enclosed form, if the proxy is properly executed and received by the
Company at least 48 hours prior to the Meeting, will be voted in favor of all
the matters to be presented at the Meeting, as described above. The Board of
Directors of the Company is soliciting proxies for use at the Meeting.
Only shareholders of record at the close of business on November 21, 2008, will
be entitled to vote at the Annual General Meeting. Proxies are being mailed to
shareholders on or about November 21, 2008 and will be solicited chiefly by
mail; however, certain officers, directors and employees of the Company may
solicit proxies by telephone, fax or other personal contact, none of whom will
receive additional compensation therefor. The Company may also retain one or
more agents for the purpose of soliciting proxies in connection with the
Meeting. The Company will bear the cost of the solicitation of the proxies,
including postage, printing and handling, and will reimburse the reasonable
expenses of brokerage firms and others for forwarding material to beneficial
owners of Ordinary Shares.
Item 1 - ELECTION OF DIRECTORS
At the Annual General Meeting, it is intended that proxies (other than those
directing the proxy holders not to vote for the listed nominees) will be voted
for the election, as directors of the Company, of the eight nominees named below
who shall hold office until the next Annual General Meeting, unless such
director's office is earlier vacated under any relevant provision of the
Articles of Association of the Company.
The list of nominees is as follows:
1. Heather Douglas
2. Micha Friedman
3. Eric Johnston
4. Gad Keren
5. Barrie Levitt
6. Tal Levitt
7. Daniel Moros
8. Myron Strober
Pursuant to the Israel Companies Law 1999 (the "Companies Law"), the Company is
required to have at least two directors who meet the independence criteria of
the Companies Law ("Statutory Independent Directors"). The Company's Statutory
Independent Directors are presently Ben Zion Hod and Haim Fainaro, who were
elected by the shareholders on July 27, 2006, for three-year terms ending on
July 31, 2009, and August 28, 2009, respectively. Therefore, assuming adoption
of the Resolution set forth below, the Company's Board of Directors will
comprise a total of 10 directors.
The Board of Directors will present the following Resolution at the Annual
General Meeting:
"RESOLVED, that Heather Douglas, Micha Friedman, Eric Johnston, Gad
Keren, Barrie Levitt, Tal Levitt, Daniel Moros and Myron Strober be, and
are hereby elected to serve as directors of the Company until the next
Annual General Meeting of Shareholders."
The affirmative vote of the holders of a majority of the voting power of the
Company represented at the Meeting, in person or by proxy, and voting thereon is
necessary for approval of this Resolution.
Item 2 - APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Kost Forer Gabbay & Kasierer, Certified Public Accountants (Israel), a member of
Ernst & Young Global, has been nominated by the Company's Audit Committee for
reappointment as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2008.
The Board of Directors will present the following Resolution at the Annual
2
General Meeting:
"RESOLVED, that the Company's independent registered public accounting
firm, Kost Forer Gabbay & Kasierer, Certified Public Accountants
(Israel), a member of Ernst & Young Global, be and hereby is reappointed
as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2008, and that the Audit Committee be,
and hereby is, authorized to fix the remuneration of said independent
registered accounting firm in accordance with the volume and nature of
their services."
The affirmative vote of the holders of a majority of the voting power of the
Company represented at the Meeting, in person or by proxy, and voting thereon is
necessary for approval of this Resolution.
Item 3 - FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEARS ENDED
DECEMBER 31, 2006 AND DECEMBER 31, 2007
As of the date of this Notice and Proxy Statement, the Company has not yet
received the audited Consolidated Financial Statements for the years ended
December 31, 2006 and December 31, 2007, from its independent registered public
accounting firm.
When the Company receives the audited Consolidated Financial Statements from its
independent registered public accounting firm and completes its filing of its
Annual Report on Forms 20-F with the SEC for the years ended December 31, 2006
and/or December 31, 2007, the Forms 20-F, which include the Consolidated
Financial Statements, will be available for shareholder review on the SEC's
website and at www.taro.com.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Barrie Levitt, M.D.
Barrie Levitt, M.D.
Chairman of the Board of Directors
Dated: November 16, 2008
3
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
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TARO PHARMACEUTICAL INDUSTRIES LTD.
PROXY FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS ON DECEMBER 31, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TARO PHARMACEUTICAL INDUSTRIES LTD.
The undersigned hereby appoints Hannah Bayer, Zahava Rafalowicz and Samuel
P Rubinstein, and each or any of them, with full power of substitution and
revocation to each of them, the attorney, agent and proxy of the
undersigned, as to all Ordinary Shares of TARO PHARMACEUTICAL INDUSTRIES
R LTD. (the "Company") which the undersigned is entitled to vote at the
Annual General Meeting of Shareholders of the Company to be held at the
offices of the Company, 14 Hakitor Street, Haifa Bay, Israel on Wednesday,
O December 31, 2008 at 8:00 a.m. (Israel time) and at any and all
adjournments thereof, to vote as fully and with the same force and effect
as the undersigned might or could do if personally present and acting, with
X respect to the matters on the reverse side.
Y IF NO DIRECTIONS ARE INDICATED THE SHARES REPRESENTED BY THE PROXY WILL BE
VOTED "FOR" EACH OF THE MATTERS ON THE REVERSE SIDE AND AS DETERMINED BY
THE HOLDERS OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS TO COME BEFORE
THE MEETING.
(To be Continued and Signed on the Other Side)
TARO PHARMACEUTICAL INDUSTRIES LTD. OFFERS STOCKHOLDERS OF RECORD
THREE WAYS TO VOTE VIA PROXY
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had returned your proxy card by mail. We encourage
you to use these cost effective and convenient ways of voting, 24 hours a day, 7
days a week.
TELEPHONE VOTING INTERNET VOTING VOTING BY MAIL
This method of voting is Visit the Internet voting Simply sign and date
available for residents Web site at your proxy card and
of the U.S. and Canada. http://proxy.georgeson.com. return it in the
On a touch tone Have this proxy card ready postage-paid
telephone, call TOLL and follow the instructions envelope to Taro
FREE 1-800-732-4052, 24 on your screen. You will Pharmaceutical
hours a day, 7 days a incur only your usual Industries Ltd. c/o
week. Have this proxy Internet charges. Available Georgeson Inc., Wall
card ready, then follow 24 hours a day, 7 days a Street Station, P.O.
the prerecorded week until 1:00 a.m. EDT on Box 1102, New York,
instructions. Your vote December 29, 2008. NY 10269-0667. If
will be confirmed and you are voting by
cast as you have telephone or the
directed. Available 24 Internet, please do
hours a day, 7 days a not mail your proxy
week until 1:00 a.m. EDT card. Your proxy
on December 29, 2008. card must be
received on or
before 1:00 a.m. EDT
on December 29,
2008.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED ONLY IF YOU ARE VOTING
BY MAIL
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[ X ] Please mark
votes as in
this example.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
--------------------------------------------------------------------------------
1. Election of Directors
01 Heather Douglas 05 Barrie Levitt FOR WITHHOLD FOR ALL
02 Micha Friedman 06 Tal Levitt ALL ALL EXCEPT
03 Eric Johnston 07 Daniel Moros [ ] [ ] [ ]
04 Gad Keren 08 Myron Strober
To withhold authority to vote for any individual
nominee(s) mark "For All Except" and write the
number(s) of the nominee(s) on the line below.
----------------------------------------------------
2. Reappoint Kost Forer Gabbay & Kasierer, Certified FOR AGAINST ABSTAIN
Public Accountants (Israel), a member of Ernst & [ ] [ ] [ ]
Young Global, as the Company's independent
registered public accounting firm and authorize the
Audit Committee to fix the remuneration of said
independent registered public accounting firm.
--------------------------------------------------------------------------------
Dated:
---------------------------, 2008
----------------------------------------
Signature:
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Signature if held jointly
Please sign this proxy card and return
it promptly, whether or not you plan to
attend the meeting. If signing for a
corporation or partnership or as agent,
attorney or fiduciary, indicate the
capacity in which you are signing. If
you do attend the meeting and decide to
vote by ballot, such vote will supersede
this proxy.