FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of June 2005
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Commission File Number 0-16174
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TEVA PHARMACEUTICAL INDUSTRIES LIMITED
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(Translation of registrant's name into English)
5 Basel Street, P.O. Box 3190
Petach Tikva 49131 Israel
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(Address of principal executive offices)
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 hereby 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 12g(3)-2(b): 82-
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Set forth below is the Notice of Annual Meeting of Shareholders of the
registrant, together with a description of the required vote, in connection with
its upcoming annual meeting of shareholders. This Notice and related description
are being published in Israel in accordance with applicable Israeli law; the
complete proxy statement is expected to be filed next week.
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notice of Annual Meeting of Shareholders
Notice is hereby given that the 2005 Annual Meeting of Shareholders of Teva
Pharmaceutical Industries Limited will be held at Teva's executive offices at 5
Basel Street, Petach Tikva, Israel on July 27, 2005 at 5:00 p.m. local time.
The agenda for the Annual Meeting is to adopt the following resolutions:
1. To receive and discuss the Company's consolidated balance sheet as of
December 31, 2004 and the consolidated statements of income for the year
then ended.
2. To approve the board of directors' recommendation that the cash dividend
for the year ended December 31, 2004, which was paid in four installments
and aggregated NIS 0.975 (approximately US$0.22) per ordinary share, be
declared final.
3. To appoint Dr. Leora (Rubin) Meridor as a Statutory Independent Director
(as defined below) for an additional term of three years, following the
expected expiration of her initial term of appointment on December 7, 2005.
4. To elect the following four directors, each to serve for an additional
three-year term: Eli Hurvitz, Ruth Cheshin, Prof. Michael Sela and Harold
Snyder.
5. To approve the purchase of director's and officer's liability insurance for
the directors and officers of the Company and its subsidiaries, with the
same existing annual coverage of up to $250 million, for the period from
June 1, 2005 through May 31, 2006.
6. To approve the Company's 2005 Omnibus Long-Term Share Incentive Plan.
7. To approve an amendment to provisions of the Company's Articles of
Association relating to the indemnification of directors and officers in
order to incorporate certain provisions of recent amendments of the Israeli
Companies Law regarding indemnification of directors and officers, and more
closely correlate the text of the Company's Articles with the text of the
Israeli Companies Law (as amended).
8. To approve an amendment to the Company's Articles of Association that would
increase the registered share capital of the Company by NIS 50,000,000 to a
total of NIS 150,000,000 by the creation of 500,000,000 additional ordinary
shares of par value NIS 0.1 each.
9. To appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers
International Ltd. ("PwC"), as the Company's independent registered public
accounting firm for the year ending December 31, 2005 and to authorize the
audit committee to determine their compensation and the board of directors
to ratify such determination.
Only shareholders of record at the close of business on June 20, 2005 will
be entitled to this notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Uzi Karniel, Adv.
Corporate Secretary
Required Vote for Proposals at Annual Meeting
Other than as described below, the vote of the holders of a majority of
shares of stock participating at the Annual Meeting, in person or by proxy or
through their representatives, is required to adopt any proposal.
The third proposal, relating to the approval of the extension of Dr. Leora
(Rubin) Meridor's term of appointment, is subject to one of the following
conditions: (i) the majority of the votes cast at the meeting and voting in
favor of the appointment shall include at least one-third of the votes of
shareholders who are not controlling persons (as such term is defined in the
Israeli Companies Law), participating at the meeting (not including
abstentions); or (ii) the total number of objecting votes of shareholders who
are not controlling persons (as such term is defined in the Israeli Companies
Law) do not exceed 1% of the total voting rights in the Company.
Finally, each of the seventh and eighth proposals, relating to the
amendments to the Company's Articles of Association, requires the affirmative
vote of at least 75% of shares voting at the Annual Meeting in person or by
proxy.
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.
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Registrant)
By: /s/ Uzi Karniel
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Name: Uzi Karniel
Title: General Counsel and
Corporate Secretary
Date: June 16, 2005