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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 May 2014
Commission File Number: 001-36349
MediWound Ltd.
(Translation of registrant’s name into English)
42 Hayarkon Street
Yavne, 8122745 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 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): __
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): __
Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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-________
CONTENTS
In compliance with the Companies Law, 5759-1999 of the State of Israel and the regulations promulgated thereunder (the “Companies Law”), MediWound Ltd. (the “Company”) hereby notifies its shareholders that it will hold an extraordinary general meeting of shareholders (the “Meeting”) at the Company’s offices, located at 42 Hayarkon Street, Yavne, Israel, on Thursday, June 12, 2014 at 5:00 p.m., Israel time. The record date for the determination of the holders of the Company’s ordinary shares, nominal value NIS 0.01 per share (“Ordinary Shares”), entitled to this notice of the Meeting and to vote at the Meeting is Monday, May 12, 2014.
At the Meeting, the Company’s shareholders will be asked to vote on the following:
1. The election of Ms. Sarit Firon as an external director of the Company, subject to, and in accordance with, the provisions of the Companies Law;
2. The election of Dr. Avraham Havron as an external director of the Company, subject to, and in accordance with, the provisions of the Companies Law; and
3. the cancellation of NIS 7,554.92 of the Company's authorized share capital, comprising 755,492 dormant Ordinary Shares that were previously repurchased and are currently held by the Company as treasury shares and the amendment of the Company’s Amended and Restated Articles of Association accordingly
The Board of Directors of the Company recommends that the Company’s shareholders approve each of the above proposals.
Under the Company’s Articles of Association, the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they hold shares representing at least twenty-five percent (25%) of the Company’s voting power. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned for one week (to the same day, time and place), or to a day, time and place proposed by the Chairman of the Company with the consent of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting on the adjournment.
Approval of each of the above proposals requires the affirmative vote of a majority of the Ordinary Shares present (in person or by proxy) and voting (not including abstentions) at the Meeting (or at any adjournment thereof). The approval of Proposals One and Two requires, in addition to the simple majority described in the previous sentence, that either:
· the majority voted in favor of the proposal includes a majority of the Ordinary Shares held by non-controlling shareholders who do not have a personal interest in the approval of the compensation policy that are voted at the Meeting, excluding abstentions; or
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· the total number of Ordinary Shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.
In accordance with the regulations under the Companies Law, the Company is publishing a Hebrew language version of the notice of the Meeting in Israeli newspapers on May 7, 2014. On or about May 19, 2014, the Company will also provide to its shareholders a proxy statement describing the above proposals, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting. The proxy statement with respect to the Meeting and. the proxy card whereby holders of Ordinary Shares may vote at the Meeting without attending in person will be separately provided by the Company.
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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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MEDIWOUND LTD.
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| Date: May 5, 2014 |
By:
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/s/ Sharon Malka | |
| Name: Sharon Malka | |||
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Title: Chief Financial Officer
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EXHIBIT INDEX
The following exhibit is filed as part of this Form 6-K:
Exhibit Description
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99.1
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Press release dated May 5, 2014 titled “MediWound Announces General Meeting of Shareholders”.
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Exhibit 99.1
MediWound Announces Extraordinary
General Meeting of Shareholders
YAVNE, ISRAEL, May 5, 2014—MediWound Ltd. (NASDAQ: MDWD) (the “Company”), today announced that it will hold an Extraordinary General Meeting of Shareholders on Thursday, June 12, 2014. The record date for shareholders entitled to vote at the meeting is Monday, May 12, 2014.
The Meeting is being called for the following purposes:
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(1)
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to elect Ms. Sarit Firon as an external director of the Company, subject to, and in accordance with, the provisions of the Israeli Companies Law-1999 (the “Companies Law”);
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(2)
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to elect Dr. Abraham Havron as an external director of the Company, subject to, and in accordance with, the provisions of the Companies Law; and
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(3)
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to cancel NIS 7,554.92 of the Company's authorized share capital, comprising 755,492 dormant Ordinary Shares that were previously repurchased and are currently held by the Company as treasury shares and amend the Company’s Amended and Restated Articles of Association accordingly.
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Approval of each of the above proposals requires the affirmative vote of the holders of a majority of the voting power represented at the meeting in person or by proxy and voting on the proposal, and is furthermore subject to satisfaction of one of the following, additional voting requirements:
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●
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the majority voted in favor of each proposal must include a majority of the shares held by non-controlling shareholders who do not have a personal interest in the approval of each proposal that are voted at the meeting, excluding abstentions; or
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●
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the total number of shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against each proposal must not exceed 2% of the aggregate voting rights in the Company.
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The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting rights in the Company constitute a quorum for purposes of the meeting. In the absence of the requisite quorum of shareholders at the meeting, the meeting will be adjourned to the same day in the next week, at the same time and place, unless otherwise determined at the meeting in accordance with the Company’s amended and restated articles of association. At such adjourned meeting the presence of at least two shareholders in person or by proxy (regardless of the voting power represented by their shares) will constitute a quorum.
Additional Information and Where to Find It
In connection with the meeting, the Company will make available to its shareholders of record a proxy statement describing the time and place, and other logistical information related to the meeting, and the proposal to be voted upon at the meeting, along with a proxy card enabling them to indicate their vote on that proposal. the Company will also be furnishing copies of the proxy statement and proxy card to the U.S. Securities and Exchange Commission (SEC), in a Report of Foreign Private Issuer on Form 6-K, which may be obtained for free from the SEC’s website at www.sec.gov and will be available on the Company’s website at www.mediwound.com.
About MediWound Ltd.
MediWound is a fully integrated biopharmaceutical company focused on developing, manufacturing and commercializing novel therapeutics based on its patented proteolytic enzyme technology to address unmet needs in the fields of severe burns, as well as chronic and other hard-to-heal wounds. MediWound’s first innovative biopharmaceutical product, NexoBrid, received marketing authorization from the European Medicines Agency for removal of dead or damaged tissue, known as eschar, in adults with deep partial- and full-thickness thermal burns and has been launched in Europe. NexoBrid represents a new paradigm in burn care management, and clinical trials have demonstrated, with statistical significance, its ability to non-surgically and rapidly remove the eschar earlier and, without harming viable tissues. For more information, please visit www.mediwound.com.
For more information, visit www.mediwound.com.
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Contacts:
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Sharon Malka
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Anne Marie Fields
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Chief Financial & Operation Officer
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Senior Vice President
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MediWound Ltd.
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LHA
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ir@mediwound.co.il
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212-838-3777
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afields@lhai.com
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