UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
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 December, 2009
Commission
File Number 000-22286
Taro
Pharmaceutical Industries Ltd.
(Translation
of registrant’s name into English)
Italy
House, Euro Park, Yakum 60972, 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 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 x
If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_____.
After
the close of business on November 30, 2009, Taro Pharmaceutical Industries Ltd.
(“Taro” or the “Company”) received a notice advising that Sun Pharmaceutical
Industries Ltd. (“Sun”), intended to exercise as of December 1, 2009, the record
date for Taro’s Annual General Meeting of shareholders of Taro that will be held
on December 31, 2009, Warrant No. 2 (the “Warrant”), issued by Taro to Sun in
connection with the original merger agreement in 2007, to purchase 3,787,500
ordinary shares of Taro. Taro has advised Sun that neither the exercise of
the Warrant nor the issuance of shares pursuant thereto could take place, based
upon the written opinion of Israeli counsel that such exercise and issuance
would appear to violate an order of the Supreme Court of the State of Israel
(the “Order”) and further would appear to require the consent of the Israel Land
Authority and possibly other governmental authorities. The Supreme
Court of Israel issued the Order on September 1, 2008 in connection with Taro’s
ongoing litigation against Sun concerning the application of Israel’s special
tender offer rules to Sun’s pending tender offer for Taro
shares.
The
shares underlying the Warrant were not paid for, were not issued and are
not considered outstanding for purposes of the record date of the
upcoming Annual General Meeting.
On
December 2, 2009, Sun filed with the Securities and Exchange Commission
Amendment No. 8 (the “Amendment”) to its Schedule 13D originally filed on July
3, 2007. Sun noted in the Amendment that Taro “refused to issue” the
shares underlying the Warrant; however, Sun excluded from its Amendment the
language of the Order of the Supreme Court of Israel which provides (convenience
translation from Hebrew) that Sun “must refrain from taking any action to
further [its] tender offer for the purchase of [Taro’s] shares, and the current situation in the Company
will be preserved, until a decision on the appeal itself is issued.”
(emphasis added)
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.
Date: December
4, 2009
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TARO
PHARMACEUTICAL INDUSTRIES LTD.
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By:
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/s/
Tal Levitt
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Name:
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Tal
Levitt
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Title:
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Director
and Secretary
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