Check Point Software Technologies Ltd - Report of Foreign Issuer (6-K)
July 15 2008 - 1:31PM
Edgar (US Regulatory)
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 July,
2008
Commission File Number 0-28584
CHECK POINT SOFTWARE
TECHNOLOGIES LTD.
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(Translation of
registrants name into English)
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5 Hasolelim
Street, Tel Aviv, Israel
(Address of principal
executive offices)
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
o
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): ____
Note: Regulation S-T Rule 101(b)(1)
only permits the submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
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): ____
Note: Regulation S-T Rule 101(b)(7)
only permits the submission in paper of a Form 6-K if submitted to furnish a report or
other document that the registrant foreign private issuer must furnish and make public
under the laws of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrants home country), or under the rules of
the home country exchange on which the registrants securities are traded, as long as
the report or other document is not a press release, is not required to be and has not
been distributed to the registrants security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
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
o
No
x
If Yes is marked,
indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): 82- ________
CHECK POINT SOFTWARE
TECHNOLOGIES LTD.
5 Hasolelim
Street
Tel Aviv, Israel
NOTICE OF ANNUAL
GENERAL MEETING OF SHAREHOLDERS
To be held on
September 4, 2008
To the Shareholders of
Check Point Software Technologies Ltd.:
NOTICE
IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Check Point Software
Technologies Ltd. will be held on September 4, 2008 at 11:00 a.m. (Israel time), at Check
Points principal executive offices at 5 Hasolelim St., Tel Aviv, Israel (the
telephone number at that address is +972-3-753-4555).
The
following matters are on the agenda for the meeting:
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(1)
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to
elect six directors the terms of six of our directors will expire at
the meeting, and we are proposing to reelect these six directors;
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(2)
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to
elect two outside directors the terms of two of our outside directors
will expire at the meeting, and we are proposing to reelect these two
outside directors;
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(3)
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to
ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer,
a member of Ernst & Young Global, as our independent registered public
accounting firm for the year ending December 31, 2008. Israeli law
requires that we ask you, on an annual basis, to approve the appointment
of our auditors. When this proposal is raised, you will also be invited to
discuss our 2007 consolidated financial statements; and
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(4)
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to
approve compensation to our Chief Executive Officer who is also the Chairman
of our Board of Directors.
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You
are entitled to vote at the meeting if you are a shareholder of record at the close of
business on July 28, 2008. You are also entitled to vote at the meeting if you hold our
ordinary shares through a bank, broker or other nominee which is one of our shareholders
of record at the close of business on July 28, 2008, or which appears in the participant
listing of a securities depository on that date.
You
can vote your shares by attending the meeting in person or by completing and signing a
proxy card. Proxy cards will be distributed to shareholders after the record date together
with a proxy statement which will include the full version of the proposed resolutions.
2
Each
ordinary share is entitled to one vote upon each of the matters to be presented at the
meeting. The affirmative vote of the holders of a majority of the voting power represented
and voting on each of the proposals in person or by proxy is required to approve each of
the proposals.
In
addition, a special majority vote will be required for approval of proposal nos. 2 and 4.
In order to approve the reelection of the outside directors in proposal no. 2, the
affirmative vote of the ordinary shares must
either
include (i) at least one-third
of the ordinary shares voted by shareholders who are not controlling shareholders,
or
(ii) the total shares of non-controlling shareholders voted against this
proposal must not represent more than one percent of the outstanding ordinary shares. In
order to approve the compensation of our Chief Executive Officer in proposal no. 4, the
affirmative vote of the ordinary shares must
either
include (a) at least one-third
of the ordinary shares voted by shareholders who do not have a personal interest in the
matter,
or
(b) the total shares of non-interested shareholders voted against this
proposal must not represent more than one percent of the outstanding ordinary shares.
This
notice is being sent only to shareholders of record, in accordance with the requirements
of the Companies Regulations (Notice of Meeting of Shareholders and Meeting of Class of
Shareholders of a Public Company), 5760-2000. We will distribute an additional notice and
proxy statement (which will include the full version of the proposed resolutions) and a
proxy card to all shareholders after the record date for the meeting. Shareholders may
also review the proxy statement on our companys website at
www.checkpoint.com
or at our principal executive offices stated above, upon prior notice and during regular
working hours (telephone number: +972-3-753-4555) until the date of the meeting.
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By Order of the Board of Directors.
/s/ Gil Shwed
GIL SHWED
Chairman of the Board of Directors
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Dated: July 15, 2008
3
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.
July 15, 2008
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CHECK
POINT SOFTWARE TECHNOLOGIES LTD.
By: /s/ John Slavitt
John
Slavitt
General
Counsel
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4
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