Tefron Ltd. — Capital/Financing Update 2009

Jan 20, 2009

10171/0/1441282/1

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

TEFRON LTD.

(Translation of registrant's name into English)

Ind. Center Teradyon, P.O. Box 1365, Misgav 20179, 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 ☑

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): 82- N/A

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Attached hereto and incorporated by reference herein is a press release announcing shareholder approval of a reverse stock split, application for Nasdaq Capital Market and quotation of Tefron Ordinary Shares on OTCBB.

This Form 6-K is hereby incorporated by reference into Tefron Ltd.'s Registration Statement on Form F-3 (Registration No. 333-128847) and its Registration Statements on Form S-8 (Registration Nos. 333-139021 and 333-111932).

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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.

TEFRON LTD.
(Registrant)

By: /s/ Eran Rotem
Name: Eran Rotem
Title: Chief Financial Officer

By: /s/ Hanoch Zlotnik
Name: Hanoch Zlotnik
Title: Treasurer

Date: January 20, 2009

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NEWS

Tefron Announces Shareholder Approval of Reverse Stock Split and Application for Nasdaq Capital Market; Tefron Ordinary Shares Now Quoted on the OTCBB

Misgav, Israel, January 20, 2008 - Tefron Ltd. (OTCBB: TFRLF; TASE:TFRN), a leading producer of seamless intimate apparel and engineered-for-performance (EFPTM) active wear, today announced that its shareholders had approved a reverse stock split pursuant to which each 10 ordinary shares, NIS 1 par value per share, will be converted into one ordinary share, NIS 10 par value per share. The reverse stock split will be effected on January 22, 2009 prior to the opening of trade on the Tel Aviv Stock Exchange.

The Company further announced that it had filed an initial listing application to list its ordinary shares for trade on the Nasdaq Capital Market. Nasdaq's review process is thorough, and we cannot assure that such application will be approved. Such listing is conditioned upon, among other things, maintenance of a minimal price per share and maintenance of a minimum market value of publicly held shares, to be examined by Nasdaq after effectiveness of the Company's reverse stock split.

Tefron's ordinary shares are currently quoted on the OTC Bulletin Board. The ticker symbol for its ordinary shares continues to be TFRLF.

About Tefron

Tefron manufactures boutique-quality everyday seamless intimate apparel, active-wear and swimwear sold throughout the world by such name-brand marketers as Victoria's Secret, Nike, Target, The Gap, J. C. Penney, lululemon athletica, Warnaco/Calvin Klein, Patagonia, Reebok, Swimwear Anywhere, Abercombie&Fitch, and El Corte Englese, as well as other well known retailers and designer labels. The company's product line includes knitted briefs, bras, tank tops, boxers, leggings, crop, T-shirts, nightwear, bodysuits, swimwear, beach wear and active-wear.

This press release contains certain forward-looking statements, within the meaning of Section 27A of the US Securities Act of 1933, as amended, Section 21E of the US Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995, with respect to the Company's business, financial condition and results of operations. We have based these forward-looking statements on our current expectations and projections about future events.

Words such as "believe," "anticipate," "expect," "intend," "will," "plan," "could," "may," "project," "goal," "target," and similar expressions often identify forward-looking statements but are not the only way we identify these statements. Except for statements of

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historical fact contained herein, the matters set forth in this press release regarding our future performance, plans to increase revenues or margins and any statements regarding other future events or future prospects are forward-looking statements.

These forward looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements, including, but not limited to:

• our customers' continued purchase of our products in the same volumes or on the same terms;
• the cyclical nature of the clothing retail industry and the ongoing changes in fashion preferences;
• the competitive nature of the markets in which we operate, including the ability of our competitors to enter into and compete in the seamless market in which we operate;
• fluctuations in inflation and currency rates;
• the potential adverse effect on our business resulting from our international operations, including increased custom duties and import quotas (e.g., in China, where we manufacture for our swimwear division);
• the potential adverse effect on our future operating efficiency resulting from our expansion into new product lines with more complicated products, different raw materials and changes in market trends;
• the purchase of new equipment that may be necessary as a result of our expansion into new product lines;
• our dependence on our suppliers for our machinery and the maintenance of our machinery;
• the fluctuations costs of raw materials;
• our dependence on subcontractors in connection with our manufacturing process;
• our failure to generate sufficient cash from our operations to pay our debt; and
• political, economic, social, climatic risks, associated with international business and relating to operations in Israel;

As well as certain other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contacts

Company Contact: IR Contact:
Eran Rotem Ehud Helft / Kenny Green
Chief Financial Officer G.K. Investor Relations
+972-4-9900803 1 646 201 9246
reran@tefron.com info@gkir.com

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