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
February
4, 2010
Commission
File No.: 000-30668
NOVA
MEASURING INSTRUMENTS LTD.
(Translation
of registrant’s name into English)
Weizmann
Science Park
Building
22, 2nd Floor
Ness-Ziona
76100, Israel
+972
(8) 938-7505
(Address
and telephone number of Registrant’s 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
x Form 40-F o
Indicate
by check mark whether the registrant is submitting this Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
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): N/A
Attached
hereto and incorporated by way of reference herein is a press release issued by
the registrant and entitled: "Nova Measuring Instruments Ltd. Prices Follow-On
Public Offering".
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.
|
NOVA
MEASURING INSTRUMENTS LTD.
|
|||
| (Registrant) | |||
|
|
By:
|
/s/ Dror David | |
| Dror David | |||
| Chief Financial Officer | |||
Date:
February 4, 2010
|
Company
Contact:
Dror
David, Chief Financial Officer
Nova
Measuring Instruments Ltd.
Tel:
972-8-938-7505
E-mail: info@nova.co.il
E-mail: http://www.nova.co.il
|
Investor
Relations Contacts:
Ehud
Helft / Kenny Green
CCG
Investor Relations Israel
Tel:
+1-646-201-9246
nova@ccgisrael.com
|
Nova
Measuring Instruments Ltd. Prices Follow-On Public Offering
Rehovot, Israel – February 4, 2010 -
Nova Measuring Instruments Ltd. (Nasdaq: NVMI), a provider of leading
edge stand alone metrology and a market leader of integrated metrology solutions
to the semiconductor process control market, today announced that it has priced
a follow-on public offering of 3,850,000 ordinary shares at a price of $4.15 per
ordinary share for gross proceeds of approximately $16.0 million. Nova expects
net proceeds, after underwriting discounts and commissions and estimated
offering expenses payable by Nova, of approximately $14.7 million. Nova has also
granted to Needham & Company, LLC, the sole book running manager and Roth
Capital Partners, LLC, the co-manager, in connection with the offering, a 30-day
over-allotment option to purchase up to an additional 577,500 of its ordinary
shares to cover over-allotments, if any, which would result in additional net
proceeds of approximately $2.2 million if exercised in full. Nova intends to use
the net proceeds of the offering for working capital and for other general
corporate purposes. The closing is expected to take place on or about February
9, 2009, subject to the satisfaction of customary closing
conditions.
The
ordinary shares will be issued under Nova’s shelf registration statement on Form
F-3, as amended, which was declared effective by the Securities and Exchange
Commission on January 4, 2010.
This
press release does not constitute an offer to sell or a solicitation of an offer
to buy the securities referred to herein, nor shall there be any sale of these
securities in any state or jurisdiction, foreign or domestic, in which such an
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
When
available, copies of the final prospectus supplement and the accompanying base
prospectus may be obtained from the Securities and Exchange Commission’s web
site at http://www.sec.gov, or from Needham & Company, LLC, 445 Park Avenue,
New York, NY 10022, at (212) 371-8300. The offering may be made only by means of
a prospectus and a related prospectus supplement.
About
Nova Measuring Instruments Ltd.
Nova
Measuring Instruments Ltd. develops, produces and markets advanced integrated
and stand alone metrology solutions for the semiconductor manufacturing
industry. Nova Measuring Instruments Ltd. is traded on the NASDAQ & TASE
under the symbol NVMI. Detailed information about Nova Measuring
Instruments Ltd., can be found on its website at
www.nova.co.il. The information contained on our website does
not form a part of this press release or the offering described
above.
This
press release contains forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include statements concerning the Company’s
expectations regarding completion, timing and size of the proposed financing and
other statements which are other than statements of historical facts. In some
cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expects,” “intends,” “plans,” anticipates,” “believes,”
“estimates,” “predicts,” “projects,” “potential,” “continue,” and other similar
terminology or the negative of these terms, but their absence does not mean that
a particular statement is not forward-looking. Such forward-looking statements
are not guarantees of future performance and are subject to risks and
uncertainties that may cause actual results to differ materially from those
anticipated by the forward-looking statements. These risks and uncertainties
include, among others: the risk that the financing may be delayed or may not
occur due to market or other conditions and the satisfaction of customary
closing conditions related to the proposed public offering. Additional
information concerning these and other factors that may cause actual results to
differ materially from those anticipated in the forward-looking statements is
contained in the “Risk Factors” section of the Company’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2008, and in the
Company’s other filings with the Securities and Exchange Commission and the
prospectus supplement related to the offering. The Company cautions investors
not to place undue reliance on the forward-looking statements contained in this
press release. All forward-looking statements are based on information currently
available to the Company on the date hereof, and the Company undertakes no
obligation to revise or update these forward-looking statements to reflect
events or circumstances after the date of this presentation, except as required
by law.