UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 January 2009
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of January 2009
_______________________
Commission
File Number 000-28998
ELBIT
SYSTEMS LTD.
(Translation of
Registrant’s Name into English)
Advanced Technology
Center, P.O.B. 539, Haifa 31053, Israel
(Address of
Principal Corporate Offices)
Indicate by check
mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F:
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x
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Form
20-F
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o
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Form
40-F
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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): o
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): o
Note : Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K 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 registrant’s
“home country”), or under the rules of the home country exchange on which the
registrant’s 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
registrant’s 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:
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o
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Yes
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x
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No
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If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______________
Attached
hereto as Exhibit 1 and incorporated herein by reference is the Registrant’s
press release dated January 25, 2010.
SIGNATURE
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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ELBIT SYSTEMS
LTD.
(Registrant)
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By:
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/s/ David
Block Temin
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Name:
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David Block
Temin
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Title:
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Chief Legal
Officer
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Dated: January
25, 2010
EXHIBIT
INDEX
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Exhibit
No.
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Description
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1.
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Press Release
dated January 25, 2010
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Exhibit
1
ELBIT
SYSTEMS SIGNS AGREEMENT TO PURCHASE BALANCE OF AZIMUTH TECHNOLOGIES'
SHARES
Haifa, Israel,
January 25, 2010 - Elbit Systems Ltd. (NASDAQ: ESLT) announced today, further to
its announcement on November 12, 2008, that on January 24, 2010 a
merger agreement was signed with Azimuth Technologies Ltd.
("Azimuth") under which it will acquire the balance of Azimuth's
shares. In November 2008, Elbit Systems purchased 19% of Azimuth's
shares. Under the newly signed agreement Elbit Systems' wholly owned
subsidiary, Elbit Security Systems Ltd., will purchase the balance of Azimuth's
shares from Azimuth's shareholders for a price of approximately $46.5 million
(173 million shekels). In the event that prior to the
merger Azimuth distributes a dividend in the amount of approximately $5.4
million (20 million shekels), the above mentioned consideration will
be reduced by approximately $4.3 million (16 million shekels).
Under the terms of
the merger agreement an amount of approximately $3.2 million (12
million shekels) of the above mentioned consideration will be held by a trustee
for the purpose of indemnifying Elbit in accordance with the terms of the
agreement and will be distributed, in whole or in part, to the shareholders at a
later date as provided in the agreement.
The closing of the
transaction is subject to approval by a general meeting of Azimuth's
shareholders as well as approval by the Israeli Antitrust
Authority.
Azimuth is an
Israeli company engaged mainly in the areas of satellite navigation systems
(GPS), electro-optics and data communications, for defense, para-government and
civil applications. The company's systems are designed for target acquisition,
fire coordination, navigation and orientation solutions, command and control as
well as optical measurement systems for high accuracy. Azimuth has a subsidiary
in the U.K. engaged in similar activities.
Joseph Ackerman,
President and CEO of Elbit Systems, commented: "Azimuth is a leader in its areas
of activity, with excellent employees and highly advanced technological
capabilities complementing those of Elbit Systems Electro-Optics
Elop." Ackerman added: "The acquisition of the balance of Azimuth's
shares underscores our long-term strategy of growth through mergers and
acquisitions of complementary companies with high synergistic value. The
acquisition will provide us with added value in the satellite navigation field,
and we expect that the combination of the new capabilities alongside our
existing ones will further strengthen our position as a global leader in the
electro-optics field in Israel and abroad."
About Elbit
Systems
Elbit Systems Ltd.
is an international defense electronics company engaged in a wide range of
defense-related programs throughout the world. The Company, which includes Elbit
Systems and its subsidiaries, operates in the areas of aerospace, land and naval
systems, command, control, communications, computers, intelligence surveillance
and reconnaissance ("C4ISR"), unmanned aircraft systems ("UAS"), advanced
electro-optics, electro-optic space systems, EW suites, airborne warning
systems, ELINT systems, data links and military communications systems and
radios. The Company also focuses on the upgrading of existing military
platforms and developing new technologies for defense, homeland security and
commercial aviation applications.
For additional
information, please visit us at: www.elbitsystems.com.
Contacts:
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Company
Contact:
Joseph
Gaspar, Executive VP & CFO
Dalia Rosen,
Head of Corporate Communications
Elbit Systems
Ltd
Tel: +972-4-8316663
Fax:
+972-4-8316944
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IR
Contact:
Ehud Helft /
Kenny Green
G.K. Investor
Relations
Tel:
1-646-201-9246
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E-mail:
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j.gaspar@elbitsystems.com
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E-mail:
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info@gkir.com
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dalia.rosen@elbitsystems.com
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This press release
contains forward-looking statements (within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange
Act of 1934, as amended) regarding Elbit Systems Ltd. and/or its subsidiaries
(collectively the Company), to the extent such statements do not relate to
historical or current fact. Forward Looking Statements are based on
management’s expectations, estimates, projections and
assumptions. Forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995, as
amended. These statements are not guarantees of future performance
and involve certain risks and uncertainties, which are difficult to
predict. Therefore, actual future results, performance and trends may
differ materially from these forward-looking statements due to a variety of
factors, including, without limitation: scope and length of customer contracts;
governmental regulations and approvals; changes in governmental budgeting
priorities; general market, political and economic conditions in the countries
in which the Company operates or sells, including Israel and the United States
among others; differences in anticipated and actual program performance,
including the ability to perform under long-term fixed-price contracts; and the
outcome of legal and/or regulatory proceedings. The factors listed
above are not all-inclusive, and further information is contained in Elbit
Systems Ltd.’s latest annual report on Form 20-F, which is on file with the U.S.
Securities and Exchange Commission. All forward-looking statements speak only as
of the date of this release. The Company does not undertake to update its
forward-looking statements.