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 June 2022
Commission File Number: 001-38866
Tufin Software Technologies Ltd.
(Translation of registrant’s name into English)
Tufin
Software Technologies Ltd.
5
HaShalom Road, ToHa Tower
Tel
Aviv 6789205, Israel
(Address of principal executive offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F
or Form 40-F.
Form 20-F
☒
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): ☐
EXPLANATORY NOTE
Tufin
Software Technologies Ltd. (the “Company”) previously announced a merger
(the “merger”) involving
subsidiaries of Turn/River Capital Management LP (“Turn/River”), whereby the Company will
be acquired by Turn/River, a software-focused investment firm, in
an all-cash transaction valued at approximately $570 million.
The
Company hereby announces that the shareholders of the Company
approved the merger proposal brought before the special general
meeting of shareholders held on June 7, 2022 (the “Meeting”), by the requisite majority in
accordance with the Israeli Companies Law, 5759-1999 (the
“Companies Law”), and the
Company’s articles of association, as described in the Company’s
special general meeting proxy statement, furnished to the United
States Securities and Exchange Commission (the “SEC”) on a Report of Foreign Private
Issuer on Form 6-K on May 13, 2022. Approximately 95.4% of the
ordinary shares present or represented by proxy at the Meeting
voted in favor of the merger proposal, excluding abstentions,
broker non-votes and shareholders who did not complete the
affiliation certification required under the Companies Law.
The
waiting period under the Hart-Scott Rodino Antitrust Improvements
Act of 1976, as amended (the “HSR
Act”), expired at 11:59 p.m., Eastern Time, on Friday, May
20, 2022 with respect to the merger.
Shareholder approval and expiration of the waiting period under the
HSR Act satisfy two conditions necessary for the consummation of
the merger. Consummation of the merger remains subject to other
pending conditions described in the merger agreement furnished to
the SEC on a Report of Foreign Private Issuer on Form 6-K on April
6, 2022.
The
contents of this Form 6-K are hereby incorporated by reference into
the Company’s registration statements on Form F-3 (File No.
333-239715) and Form S-8
(File Nos. 333-231985, 333-237291, 333-253994
and 333-264612).
2
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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TUFIN SOFTWARE
TECHNOLOGIES LTD.
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Date: June 8,
2022
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By:
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/s/ Reuven Kitov
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Reuven
Kitov
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CEO &
Chairman of the Board of Directors
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