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 June 2016
Commission File Number 000-12790
ORBOTECH LTD.
(Translation of Registrants name into English)
7 SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 8110101, 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
¨
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):
¨
This report on Form 6-K is filed with the Securities and Exchange Commission (the
SEC
) and is
incorporated by reference into the Registration Statements on Form S-8 (Registration No. 33-25782, Registration No. 33-78196, Registration No. 333-05440, Registration No. 333-06542, Registration No. 333-08404, Registration
No. 333-09342, Registration No. 333-11124, Registration No. 333-12692, Registration No. 333-127979, Registration No. 333-154394, Registration No. 333-169146 and Registration No. 333-207878) of Orbotech Ltd.
previously filed with the Securities and Exchange Commission.
INDEPENDENT AUDITORS REPORT AND CONSOLIDATED FINANCIAL STATEMENTS OF SPTS
TECHNOLOGIES GROUP LIMITED
Attached hereto as Exhibit 99.1 and incorporated by reference herein are the Independent Auditors Report and Audited
Financial Statements of SPTS Technologies Group Limited for the period from January 1, 2014 to August 7, 2014.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING INFORMATION
This Report contains certain statements that constitute forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties. The words
anticipate, believe, could, will, plan, expect and would and similar terms and phrases, including references to assumptions, have been used in this report to
identify forward-looking statements. These forward-looking statements are made based on managements expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to Orbotechs
operations and business environment, all of which are difficult to predict and many of which are beyond the Companys control. Many factors could cause the actual results to differ materially from those projected including, without limitation,
cyclicality in the industries in which the Company operates, the Companys production capacity, timing and occurrence of product acceptance (the Company defines bookings and backlog as purchase arrangements with
customers that are based on mutually agreed terms, which, in some cases for bookings and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in
product mix, worldwide economic conditions generally, especially in the industries in which the Company operates, the timing and strength of product and service offerings by the Company and its competitors, changes in business or pricing strategies,
changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or
national basis, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices as well as automobiles, the Companys global operations and its ability to comply with varying legal, regulatory,
exchange, tax and customs regimes, the Companys ability to achieve strategic initiatives, including related to its acquisition strategy, the Companys debt and corporate financing activities; the final timing and outcome (each, expected
in mid- to-late 2016), and impact of the criminal matter and ongoing investigation in Korea, including any impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third
parties, including the Companys customers, which may result in monetary judgments or settlements, expenses associated with the Korean Matter, ongoing or increased hostilities in Israel and the surrounding areas, and other risks detailed in the
Companys SEC reports, including the Companys Annual Report on Form 20-F for the year ended December 31, 2015, and subsequent SEC filings. The Company assumes no obligation to update the information in this report to reflect new
information, future events or otherwise, except as required by law.
ISRAELI LAW UPDATES
Further to the description in Item 10.B(b) of our Annual Report on Form 20-F for the year ended December 31, 2015, entitled
Board of Directors, a recent amendment to regulations promulgated under the Companies Law, 5759-1999 (the
Companies Law
), enables (but does not require) companies without a controlling shareholder and whose shares are
traded on specified U.S. stock exchanges, including the Nasdaq Global
1
Select Market, to elect to opt out of the requirement to maintain external directors or, alternatively, to retain external directors, but to opt out of the composition requirements under the
Companies Law with respect to either or both of the audit committee and the remuneration committee; in each case, provided that it meets the requirements of U.S. law and relevant stock exchange rules with respect to independent directors and the
composition of audit committees and remuneration committees as applicable to domestic U.S. issuers. After considering this matter, the Companys Board of Directors has decided not to elect to opt out of any such requirement at this time.
EXHIBITS
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Exhibit #
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Description
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99.1
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Independent Auditors Report and Consolidated Financial Statements of SPTS Technologies Group Limited.
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99.2
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Consent of Kesselman & Kesselman, Certified Public Accounts (Israel), a member firm of PricewaterhouseCoopers International Limited with respect to its audit report on the financial statements of SPTS Technologies Group
Limited.
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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.
ORBOTECH LTD.
(Registrant)
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By:
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/s/ RAN BAREKET
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Ran Bareket
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Corporate Vice President and
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Chief Financial Officer
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Date: June 9, 2016
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