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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR
15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JANUARY, 2003
ROBOGROUP T.E.K. LTD.
(Name of Registrant)
RECHOV HAMELACHA 13, AFEQ INDUSTRIAL ESTATE, ROSH HAAYIN 48091 ISRAEL
(Address of Principal Executive Office)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILES OR WILL
FILE ANNUAL REPORTS UNDER COVER OF FORM 20-F OR FORM 40-F.
FORM 20-F X FORM 40-F __
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__ NO X
IF "YES" IS MARKED, INDICATE BELOW THE FILE NUMBER ASSIGNED TO
THE REGISTRANT IN CONNECTION WITH RULE 12G3-2(B): 82-____________
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ROBOGROUP T.E.K. LTD.
6-K Items
1. Immediate Disclosure re Investment in MemCall dated January 16, 2003.
2. Press Release re RoboGroup Increases Investment in MemCall dated January
16, 2003.
Item 1
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Tel Aviv Stock Exchange Ltd Registrar of Companies Israel Securities Authority
54 Achad Ha'am St PO Box 767 22 Kanfei Nesharim St
65202 Tel Aviv 91007 Jerusalem 95464 Jerusalem
re: RoboGroup T.E.K. Ltd - Immediate Disclosure
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RoboGroup T.E.K. Ltd. (the "Company") announced that on January 14, 2003 its
board of directors has approved the following resolution:
1. To approve an additional investment of $750,000 in MemCall LLC ("MemCall"),
expected to bring the Company's entire investment up to $4.25M, in
accordance to the terms detailed below:
a. The redeemable security agreement dated May 2002, will be updated by
increasing the amount from $1.5M to $2.25M, payable on September 30,
2003. The rest of the security terms will remain unchanged.
b. The additional investment shall be used for MemCall's activities
during 2003, while examination MemCall's accomplishing quarterly mile
stones set by the Company's board of directors.
2. To relocate MemCall's headquarters to California where, to the best
knowledge of the Company, MemCall's largest target market is located.
3. To change the business model of the MemCall to emphasize strategic business
collaborations with leading companies in the silicon industry.
4. To appoint Mr. Bill Eichen as MemCall's new CEO. Mr. Eichen, a California
resident, will also serve as a director of MemCall. The retired CEO, Mr.
Alon Shacham, will resume his contribution to MemCall, by serving on its
advisory board.
5. To institute a re-organization plan in order to reduce MemCall's expenses,
which plan will include reducing the number of personal. MemCall will
continue to develop its technology and intellectual property.
Very truly yours
RoboGroup T.E.K Ltd
January 16, 2003
Item 2
Press Release Source: RoboGroup t.e.k. Ltd.
RoboGroup Increases Investment in MemCall
Appoints Bill Eichen as CEO
ROSH HA'AYIN, Israel, Jan. 16 /PRNewswire-FirstCall/ -- RoboGroup t.e.k. Ltd.
(Nasdaq: ROBO - News) today announced that the company's Board of Directors
approved an additional investment of up to $750,000 in MemCall, which would
bring the company's entire investment to $4.25 million.
The Board also decided to relocate MemCall's headquarters to California, where
major target industry participants are located, as well as to make certain staff
adjustments. In addition, the board decided to refocus MemCall's strategy to
emphasize strategic business alliances with leading companies in the
semiconductor industry.
The Board appointed a new CEO for MemCall, Bill Eichen, a California resident,
and an experienced semiconductor industry executive . Mr Eichen was responsible
for several management successes at various semiconductor companies including
IDT, Cypress and Zoran. The retired CEO, Alon Shacham, will resume his
contribution, acting on the advisory board.
RoboGroup Chairman and CEO Rafael Aravot commented: "RoboGroup believes in
MemCall and its technology, which is reflected in the additional investment
decision. Relocating MemCall's headquarters to California, where a number of its
target customers are located, is expected to raise the company's profile and
boost its market opportunities. We welcome Bill Eichen to MemCall as CEO.
His long and diverse experience will add immediate value to MemCall's
leading-edge technology efforts.
"Mr. Aravot added: "We have decided upon a reorganization program to align with
our renewed business strategy. We have reduced MemCall's expenses accordingly
and made some staff changes.
Mr. Eichen said: "MemCall has developed innovative architectures and algorithms
that have the potential to revolutionize next-generation networking and security
systems. MemCall possesses three significant attributes: a growth market, a
defensible solution, and a talented technical team. I look forward to leading
this effort."
RoboGroup is engaged in three business sectors. The first focuses
on new high-tech ventures such as MemCall, a fabless VLSI semiconductor
developer with unique Call Out Memory(tm) technology for Internet and
communications applications in need of intensive Search and Filter capabilities.
The second is comprised of Yaskawa Eshed Technology (YET), a joint venture with
Japan's Yaskawa Electric Corp., which provides industrial motion controls,
particularly those based on its patented algorithms. The third sector is devoted
to RoboGroup's training products and e-learning system. RoboGroup is a world
leader in engineering and manufacturing technology training systems. The Company
is market driven, deriving its growth from technological leadership, strong
partnerships and management expertise.
For more information, visit http://www.robo-group.com.
To the extent that this press release discusses expectations
about market conditions or about market acceptance and future sales
of the Company's products, or otherwise makes statements about the future, such
statements are forward-looking and are subject to a number of risks and
uncertainties that could cause results to differ materially from the statements
made. These factors include the rapidly changing technology and evolving
standards in the industries in which the Company and its subsidiaries operate,
risks associated with the acceptance of new products by individual customers and
by the market place and other factors discussed in the business description,
management discussion and analysis, and risk factor sections of the Company's
Annual Report on Form 20-F.
Contact:
Talia Myron
RoboGroup T.E.K. Ltd.
Tel +972-3-900-4170
taliam@robotec.co.il
Steven M. Bregman FRMO Corp.
Tel 646-495-7329
robogroup@frmo-ir.com
Ayelet Shaked
Integrated Investor Relations
Tel: +972-3-635-6790
E-Mail: ayelet@integratedir.com
Source: RoboGroup t.e.k. 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.
ROBOGROUP T.E.K. LTD.
(Registrant)
By: /s/ Rafael Aravot
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Rafael Aravot
Chief Executive Officer
Date: January 16, 2003