Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: November 2007
Commission File No.: 000-51581
Saifun Semiconductors
Ltd.
(Exact
name of registrant as specified in charter)
(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): _________.
On November 13, 2007, Saifun Semiconductors Ltd. first publicly disseminated a communication to its shareholders relating to its proposed merger with a wholly-owned subsidiary of Spansion Inc. named Atlantic Star Merger Sub Ltd., as a result of which Saifun would survive as a wholly owned subsidiary of Spansion.
The following documents, which are attached hereto, relating to such proposed merger are incorporated by reference herein:
| 99.1 | Letter to Shareholders, Notice and Proxy Statement of Special General Meeting of Shareholders |
| 99.2 | Annex A – Agreement and Plan of Merger and Reorganization |
| 99.3 | Annex B – Opinion of Saifun’s Financial Advisor |
| 99.4 | Annex C – English Translation of Application to, and Order of, the Israeli Court. |
| 99.5 | Annex D – Form of Voting Undertaking |
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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.
Date: November 13, 2007 |
SAIFUN SEMICONDUCTORS LTD. By: /s/ Igal Shany —————————————— Igal Shany Chief Financial Officer |
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The following exhibit is filed as part of this Form 6-K:
| Exhibit | Description |
| Exhibit No. | Description |
|---|---|
| 99.1 | Letter to Shareholders, Notice and Proxy Statement of Special General Meeting of Shareholders |
| 99.2 | Annex A - Agreement and Plan of Merger and Reorganization |
| 99.3 | Annex B - Opinion of Saifun's Financial Advisor |
| 99.4 | Annex C - English Translation of Application to, and Order of, the Israeli Court. |
| 99.5 | Annex D - Form of Voting Undertaking |
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