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 October 2014
Commission File Number: 001-34929
SodaStream International Ltd.
(Translation of Registrant’s Name
into English)
Gilboa Street, Airport City
Ben Gurion Airport 7010000, 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): Yes £
No x
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): Yes £
No x
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-_______________.
EXPLANATORY NOTE
On October 7, 2014, SodaStream International
Ltd. (the “Company”) issued a press release announcing its preliminary results for the third quarter ended September
30, 2014. A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 6-K (including
in Exhibits 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange Act.
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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SODASTREAM INTERNATIONAL LTD.
(Registrant)
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Date: October 7, 2014 |
By: |
/s/ Eyal
Shohat |
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Eyal Shohat |
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Chief Legal Officer |
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EXHIBIT INDEX
The following exhibits are filed as part of this Form 6-K:
Exhibit |
Description |
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99.1 |
Press release dated October 7, 2014. |
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Exhibit 99.1
SodaStream Reports Preliminary Third
Quarter 2014 Results
AIRPORT CITY, Israel – October 7, 2014 –
SodaStream International Ltd. (NASDAQ: SODA), a leading manufacturer of home beverage carbonation systems, today announced preliminary
results for the third quarter ended September 30, 2014.
On a preliminary basis, based on the information currently available,
for the quarter ended September 30, 2014, the Company expects:
| · | Revenue to be approximately $125.0 million. |
| · | Operating income to be approximately $8.5 million. |
As the Company has not completed the quarter-end close of its
third quarter 2014 financial statements, the revenue and operating income expectations presented in this press release are estimated
and preliminary, and therefore, subject to quarter-end closing adjustments and may change.
“We are very disappointed in our recent performance,”
said Daniel Birnbaum, Chief Executive Officer of SodaStream. “Our U.S. business underperformed due to lower than expected
demand for our soda makers and flavors which was the primary driver of the overall shortfall in the third quarter. While we were
successful over the last few years in establishing a solid base of repeat users in the U.S., we have not succeeded in attracting
new consumers to our home carbonation system at the rate we believe should be achieved. The third quarter results are a clear indication
that we must alter our course and improve our execution across the board. We have already begun a strategic shift of the SodaStream
brand towards health & wellness, primarily in the U.S., where we believe this message will resonate more strongly with consumers.
In addition, we are developing a comprehensive growth plan for the Company that will encompass Marketing, Product and Innovation,
Distribution, Operations and Organization. We intend to share more specifics around our growth plan when we report third quarter
results later this month.”
Mr. Birnbaum concluded, “We have a strong balance sheet
and are well positioned with ample liquidity to invest in the areas of our business that we believe will fuel profitable growth
in the years ahead. Despite our current challenges, we continue to be very confident in our business model and the global prospects
for SodaStream. We firmly believe that our actions to shift the brand and improve execution will strengthen our leadership position
in the home carbonation category and deliver enhanced shareholder value.”
The Company is scheduled to report actual third quarter 2014
results on October 29, 2014.
About SodaStream International
SodaStream manufactures beverage carbonation
systems which enable consumers to easily transform ordinary tap water instantly into carbonated soft drinks and sparkling water.
Soda makers offer a highly differentiated and innovative solution to consumers of bottled and canned carbonated soft drinks and
sparkling water. Our products are environmentally friendly, cost effective, promote health and wellness, and are customizable
and fun to use. In addition, our products offer convenience by eliminating the need to carry bottles home from the supermarket,
to store bottles at home or to regularly dispose of empty bottles. Our products are available at more than 60,000 retail stores
in 45 countries around the world. For more information on SodaStream, please visit the Company's website: www.sodastream.com.
To download SodaStream's investor relations
app, which offers access to SEC documents, press releases, videos, audiocasts and more, please visit
http://itunes.apple.com/us/app/soda-ir/id524423001?mt=8 for your iPhone/iPad, or
https://play.google.com/store/apps/details?id=com.theirapp.soda
for your Android mobile device.
Forward Looking Statements
This release contains forward-looking statements,
which express the current beliefs and expectations of management. Such statements are based on management's current beliefs and
expectations and involve a number of known and unknown risks and uncertainties that could cause our future results, performance
or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking
statements. Important factors that could cause or contribute to such differences include risks relating to: our ability to expand
into our target markets, including the United States; our ability to continue to develop or maintain our presence in retail networks;
our ability to develop and implement production and operating infrastructure to effectively support our growth; the success of
our marketing campaigns and media spending in terms of increased sales or increased product and brand name awareness; our ability
to maintain our customer base in markets where we have an established presence; the risks associated with our reliance on exclusive
arrangements for the distribution of our beverage carbonation systems and consumables in each of the markets in which we use third-party
distributors; our ability to compete effectively with other companies which currently offer, or may offer in the future, competing
products; our ability to maintain margins due to decline in product selling price andor rising costs; potential product liability
claims if any component of our beverage carbonation systems is misused; our ability to protect our intellectual property rights;
our being found to have a dominant position in certain markets which may place limits on our ability to operate; risks associated
with our being a multinational corporation, including fluctuations in currency exchange rates; our potential exposure to greater
than anticipated tax liabilities; our products being subject to extensive governmental regulation in the markets in which we operate;
adverse conditions in the global economy which could negatively impact our customers' demand for our products; and other factors
detailed in documents we file from time to time with the United States Securities and Exchange Commission. Forward-looking
statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to
update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
Brendon Frey
ICR
Phone: + 1 203-682-8200
brendon.frey@icrinc.com
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