Nova Ltd. — Regulatory Filings 2005

Dec 29, 2005

6-K 1 zk51892.htm

FORM 6-K SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

December 28, 2005

NOVA MEASURING INSTRUMENTS LTD.

Building 22 Weitzmann Science Park, Rehovoth P.O.B 266 [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 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 � No ⌧ If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A.

Attached hereto as Exhibit 99.1, and incorporated by way of reference herein, the Registrants notice regarding Amendment No.1 to Nova Measuring Instruments Ltd. September 2002 Stock Option Plan 6. Attached hereto as Exhibit 99.2, and incorporated by way of reference herein, the Registrants notice regarding Amendment No.1 to Nova Measuring Instruments Ltd. March 2004 Stock Option Plan 7A. Attached hereto as Exhibit 99.3, and incorporated by way of reference herein, the Registrants notice regarding Amendment No.1 to Nova Measuring Instruments Ltd. March 2004 Stock Option Plan 7B.

This report on Form 6-K is hereby incorporated by reference in the registration statements on forms S- 8 Nos. 333-102193, 333-115556 and 333-123158 of Nova Measuring Instruments Ltd.

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. December 28, 2005 Nova Measuring Instruments Ltd Nova Measuring Instruments Ltd (the "Registrant")

BY: /S/ Dror David

—————————————— Dror David Chief Financial Officer

Exhibit Index

Exhibit 99.1: Notice regarding Amendment No.1 to Nova Measuring Instruments Ltd. September 2002 Stock Option Plan 6.

Exhibit 99.2: Notice regarding Amendment No.1 to Nova Measuring Instruments Ltd. March 2004 Stock Option Plan 7A.

Exhibit 99.3 Notice regarding Amendment No.1 to Nova Measuring Instruments Ltd. March 2004 Stock Option Plan 7B

Exhibit 99.1

Amendment No.1 to Nova Measuring Instruments Ltd. September 2002 Stock Option Plan 6

(i) In Article 2 to Exhibit A to Option Plan 6: Replace existing wording with the following wording:

“Notwithstanding anything herein to the contrary, the Board shall have sole discretion to determine that the vesting schedule may be shortened and that the vesting process shall be accelerated”.

(ii) Replace the definition of “Exercise Price” with the following definition: “Exercise Price” shall mean the Fair Market Value of the Ordinary Shares of the Company at the time such option is granted to the Employee, unless resolved otherwise by the Board.”

Except as described above, the terms and conditions of the Plan were not changed. The amendments described above were approved by the Company’s Board of Directors and shareholders.

Exhibit 99.2

Amendment No.1 to Nova Measuring Instruments Ltd. March 2004 Stock Option Plan 7A

(i) In Article 10.2.3 to Option Plan 7A, replace existing wording with the following wording:

“Notwithstanding anything herein to the contrary, the Board shall have sole discretion to determine that the vesting schedule may be shortened and that the vesting process shall be accelerated”.

(ii) Replace the definition of “Exercise Price” with the following definition: “Exercise Price” shall mean the Fair Market Value of the Ordinary Shares of the Company at the time such option is granted to the Employee, unless resolved otherwise by the Board.”

Except as described above, the terms and conditions of the Plan were not changed. The amendments described above were approved by the Company’s Board of Directors and shareholders.

Exhibit 99.3

Amendment No.1 to Nova Measuring Instruments Ltd. March 2004 Stock Option Plan 7B

(i) In Article 10.2.3 to Option Plan 7B, replace existing wording with the following wording:

“Notwithstanding anything herein to the contrary, the Board shall have sole discretion to determine that the vesting schedule may be shortened and that the vesting process shall be accelerated”.

(ii) Replace the definition of “Exercise Price” with the following definition: “Exercise Price” shall mean the Fair Market Value of the Ordinary Shares of the Company at the time such option is granted to the Employee, unless resolved otherwise by the Board.”

Except as described above, the terms and conditions of the Plan were not changed. The amendments described above were approved by the Company’s Board of Directors and shareholders.