SILICOM LTD. — Proxy Solicitation & Information Statement 2006

Nov 9, 2006

6-K 1 zk63098.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \backup\office\EDGAR Filing\Silicom Ltd\63098\a63098.eep Control Number: 63098 Rev Number: 1 Client Name: Silicom Ltd Project Name: 6-K Firm Name: Zadok-Keinan Ltd 6-K MARKER FORMAT-SHEET="Scotch Rule Top-TNR2" FSL="Workstation" MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

SECURITIES AND EXCHANGE COMMISSION

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

WASHINGTON, D.C. 20549

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

FORM 6-K

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

REPORT OF FOREIGN PRIVATE ISSUER

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

PURSUANT TO RULE 13a-16 OR 15d-16 OF

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

THE SECURITIES EXCHANGE ACT OF 1934

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

For the month of November, 2006

MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Workstation" MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

SILICOM LTD.

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

(Translation of Registrant’s name into English)

MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Workstation" MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Default"

8 Hanagar St., P.O.Box 2164, Kfar-Sava 44425, Israel

(Address of Principal Executive Offices)

MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Workstation" MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

Form 20-F x Form 40-F o

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

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:

MARKER FORMAT-SHEET="Head Right-TNR" FSL="Workstation"

Yes o No x

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

Signature

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default"

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.

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

SILICOM Ltd. (Registrant) By: /s/ Eran Gilad —————————————— Eran Gilad CFO

MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default"

Dated: November 9 th , 2006

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

SILICOM LTD. NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DECEMBER 21, 2006

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

Notice is hereby given that an Annual and Extraordinary General Meeting (the “ Meeting ”) of Shareholders of Silicom Ltd. (the “ Company ”) will be held at the offices of the Company at 8 Hanagar Street, Kfar Sava 44000, Israel, on December 21, 2006, at 10.00 a.m., Israel time.

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

The Company is a Dual Company, as such term is defined in the Israeli Companies Regulations (Accommodations for Public Companies Traded on Stock Markets Outside of Israel) – 2000.

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

The Meeting is being called for the following purposes:

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

1. To consider and act upon a resolution to elect Messrs. Avi Eizenman, Yehuda Zisapel and Yeshayahu (‘Shaike’) Orbach to hold office as directors until the next annual general meeting of shareholders and until their successors have been duly elected and qualified.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

1. To consider and act upon a resolution to approve the renewal of the insurance policy for the coverage of the directors and officers of the Company.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

1. To consider and act upon a resolution to approve an increase in the salary of, and the grant of a bonus to, Yeshayahu (‘Shaike’) Orbach, the Company’s Chief Executive Officer.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

1. To consider and act upon a resolution to approve the grant of a bonus to Avi Eizenman, the Chairman of the Company’s Board of Directors.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

1. To consider and act upon a resolution to approve the appointment of Somekh Chaikin, Certified Public Accountants (Isr.), a member of KPMG International, as the independent public accountants of the Company for the period commencing January 1, 2006 and until the next annual shareholders meeting, and to authorize the audit committee of the Board of Directors to fix the remuneration of such auditors in accordance with the volume and nature of their services.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

1. To receive management’s report on the business of the Company for the year ended December 31, 2005.

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

Approval of resolutions numbered one, three, four and five requires the affirmative vote of shareholders present in person or by proxy and holding Ordinary Shares of the Company nominal value New Israeli Shekels 0.01 each (“ Ordinary Shares ”) amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such resolutions.

• 1 -

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

Approval of resolution number two requires the affirmative vote of shareholders present in person or by proxy and holding Ordinary Shares amounting in the aggregate to at least a majority of the votes actually cast with respect to each of such resolutions, provided that if the total number of Ordinary Shares voted against any such resolution by shareholders of the Company that do not have a Personal Interest (as such term is defined in the Israeli Companies Law – 1999) in the resolution exceeds one per cent (1%) of the aggregate voting rights in the Company, such majority must include the affirmative vote of at least one-third of the votes actually cast with respect to such resolution by shareholders of the Company present in person or by proxy at the Meeting that do not have a Personal Interest.

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

The Company will be filing a Form 6-K with the SEC and the Israel Securities Authority, on or around November 16, 2006, which will be accompanied by a Proxy Statement detailing the matters to be presented for approval at the Meeting. You may request a copy of any of the above referenced documents, as well as a copy of the Company’s audited financial statements for the year ended December 31, 2005, free of charge, by contacting the offices of the Company at 8 Hanagar Street, Kfar Sava 44000, Israel (telephone number: 972-9-764-4555, facsimile number: 972-9-765-1977). Once it has been filed, the Form 6-K and the Proxy Statement may also be obtained through from the following sources:

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(a) SEC’s EDGAR system at http://www.sec.gov/edgar/searchedgar/webusers.htm by searching for such recent filings of the Company;

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(b) The Israel Securities Authority website at http://www.magna.isa.gov.il; and

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(c) The Tel Aviv Stock Exchange website at http://www.maya.tase.co.il.

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

If within half an hour from the time the meeting is convened a quorum is not present, the meeting shall stand adjourned until December 28, 2006 at 10:00 a.m.

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default"

Shareholders of record at the close of business on November 13, 2006 will be entitled to vote at the Meeting or any postponements or adjournments thereof. Shareholders who do not expect to attend the meeting in person are requested to mark, date, sign and mail the proxy attached to the Proxy Statement as promptly as possible. In the event that proxies are sent directly to the Company, they must be received at least 24 hours prior to the commencement of the Meeting in order for the proxy to be qualified to participate in the Meeting. Shareholders who hold shares of the Company through members of the Tel Aviv Stock Exchange and who wish to participate in the Meeting, in person or by proxy, are required to deliver proof of ownership to the Company, in accordance with the Israeli Companies Regulations (Proof of Ownership of a Share For Purposes of Voting at General Meetings) – 2000. Such shareholders wishing to vote by proxy are requested to attach their proof of ownership to the aforementioned proxy.

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

Date: November 9, 2006 By Order of the Board of Directors SILICOM LTD. /s/ Shaike Orbach —————————————— Yeshayahu (`Shaike') Orbach President and Chief Executive Office

• 2 -