| 2021-09-06 |
温馨提示：
美股因劳工节，9月6日休市一天
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| 2015-10-12 |
复牌提示：
2015-10-12 08:14:30 停牌，复牌日期 2015-10-13 00:00:01
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| 2015-07-09 |
详情>>
股本变动：
变动后总股本3604.54万股
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| 2015-06-25 |
股东大会：
将于2015-08-03召开股东大会
会议内容 ▼▲
- 1. Approval, pursuant to Section 320 of the Companies Law, 5759-1999, of the State of Israel (which, together with the regulations promulgated thereunder, the company refers to as the Companies Law), of the merger of Lumenis with Laguna Merger Sub Ltd. (which the company refers to as Merger Sub), a company formed under the laws of the State of Israel and a wholly-owned subsidiary of Laguna Holdco Ltd., a company formed under the laws of the State of Israel (which the company refers to as Parent), which is itself an indirect wholly-owned subsidiary of XIO Fund I LP, a Cayman Islands exempted limited partnership (which the company refers to as XIO), including approval of: (i) the merger transaction pursuant to Sections 314 through 327 of the Companies Law, whereby Merger Sub will merge with and into Lumenis, with Lumenis surviving and becoming a wholly-owned subsidiary of Parent (which the company refers to as the Merger); (ii) the Agreement and Plan of Merger, dated as of June 18, 2015, by and among Lumenis, Merger Sub and Parent (which the company refers to as the Merger Agreement); (iii) the consideration to be received by Lumenis’ shareholders in the Merger, consisting of US$14.00 in cash (which the company refers to as the Merger Consideration), without any interest thereon, and subject to the withholding of any applicable taxes, for each ordinary B share, nominal value NIS 0.85 per share, of Lumenis (which the company refers to as an Ordinary B Share) held as of immediately prior to the effective time of the Merger; (iv) the conversion of each outstanding option to purchase one Ordinary B Share into the right to receive an amount of cash equal to the excess, if any, of the Merger Consideration over the applicable exercise price of such option, to be paid on a lump-sum basis upon the closing of the Merger (in the case of a vested option) or over time following the closing of the Merger (for an unvested option); and (v) all other transactions and arrangements contemplated by the Merger Agreement, a copy of which was attached as Exhibit 99.1 to Lumenis' Report of Foreign Private Issuer on Form 6-K, which was furnished to the U.S. Securities and Exchange Commission, or SEC, on June 18, 2015 (we refer to this proposal collectively as the Merger Proposal).
2. Approval of an increase in the maximum indemnification amount that the Company may provide for its officers and directors under existing agreements with them, to the greater of (i) $100 million and (ii) 25% of the company's shareholders’ equity, instead of the greater of (i) $50 million and (ii) 25% of the company's shareholders’ equity (we refer to this proposal as the Indemnification Revision Proposal).
3. Approval, in accordance with the requirements of the Companies Law, (i) of an amendment of certain employment terms of Ms. Zipora (Tzipi) Ozer-Armon, the company's Chief Executive Officer, or the CEO, (ii) that all options held by the CEO, which are unvested as of immediately prior to the Merger, shall accelerate and become fully vested, subject to and immediately prior to the consummation of the Merger, and (iii) of a bonus payment to the CEO in acknowledgment and recognition of the CEO’s efforts and contributions to the achievement of the Company’s goals, including the consummation of the Merger (we refer to this proposal collectively as the CEO Proposal).
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| 2015-04-02 |
详情>>
业绩披露：
2014年年报每股收益0.37美元,归母净利润1272.50万美元,同比去年增长-26.84%
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| 2014-05-27 |
股东大会：
将于2014-07-02召开股东大会
会议内容 ▼▲
- 1. To elect Ms. Hope S. Taitz as an external director of the Company for a three-year term.
2. To approve each of Messrs. Harel Beit-On, Yoav Doppelt, Arie Weisberg, and Shlomo Yanai (the Company’s incumbent directors who are not external directors) to the board of directors of the Company (the “Board”), to serve until the next annual general meeting of shareholders of the Company, until his successor is duly appointed and qualified, or until his earlier resignation or removal.
3. To approve of a grant of options to purchase 13,235 shares of the Company under the Company’s 2007 Share Incentive Plan to Ms. Taitz, contingent upon her election to the Board at the Annual General Meeting pursuant to Proposal No. 1 above.
4. To approve of re-appointment of Brightman Almagor Zohar & Co., a member firm of Deloitte Touche Tohmatsu, as the Company’s independent registered public accounting firm until the next annual general meeting of shareholders of the Company and authorize of the Board (with power of delegation to its audit committee) to fix the said independent registered public accounting firm’s remuneration in accordance with the volume and nature of its services.
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| 2014-03-27 |
详情>>
业绩披露：
2013年年报每股收益0.60美元,归母净利润1739.30万美元,同比去年增长148.58%
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| 2014-02-13 |
详情>>
业绩披露：
2011年年报每股收益0.02美元,归母净利润69.00万美元,同比去年增长-87.99%
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| 2014-02-13 |
详情>>
业绩披露：
2012年年报每股收益0.24美元,归母净利润699.70万美元,同比去年增长914.06%
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| 2013-12-26 |
股东大会：
将于2014-01-30召开股东大会
会议内容 ▼▲
- 1. (a) Approval, subject to the consummation of the prospective public offering of our Ordinary B Shares (as defined below) (the “Offering”) and listing thereof on the NASDAQ Stock Market (the “Listing”), of the adoption of an amended and restated version of our Articles of Association (the “Articles”), pursuant to which, among other things:
i.In order to facilitate the Offering, we will implement a dual class structure by creating a second class of ordinary shares, designated as ordinary B shares (“Ordinary B Shares”), which shall vote with and possess rights identical to those of our existing ordinary shares (“Ordinary Shares,” and collectively with Ordinary B Shares, “Shares” or “shares”). The Shares of the Company to be offered and listed in the Offering and Listing will be Ordinary B Shares. The issued and outstanding Ordinary Shares shall automatically convert into, or be reclassified as (subject to determination by our board of directors (the “Board”)), Ordinary B Shares on a 1:1 basis (x) in their entirety, on the 181st day after the public offering date set forth on the final prospectus for the Offering (as may be extended under certain circumstances), or, if occurring sooner, (y) partially, on a pro rata basis, based on a decision by the Board.
ii.We will amend the procedure under Article 26(b) of our current articles of association whereby shareholders of our Company may submit a request to add an item to the agenda of a general meeting of our shareholders.
iii.We will delete the right of a 12% Group (as defined in Article 26(c) of our current articles of association) to nominate directors of our Company under Articles 26(c) and 41(c) of our current articles of association.
iv.We will reduce, from 33.3% to 25%, the percentage of the voting power of our outstanding Shares present at a general meeting of our shareholders constituting a quorum under Article 28(b) of our current articles of association.
(b) As part of the approval described in paragraph (a) above, approval of a corresponding amendment to our Memorandum of Association that updates our authorized share capital as stated therein so as to conform with the corresponding provisions of the Articles.
2. Approval of our entry into a revised form of indemnification agreement with our directors and officers that reflects, in part, amendments to the Israeli Companies Law, 5759-1999 (the “Companies Law”) that have occurred since we adopted our current form of agreement (in the year 2006) and that otherwise updates the form to reflect current market practices in order to attract and retain our directors and officers.
3. Approval, pursuant to the Companies Law and subject to the consummation of the Offering and Listing, of an increase in the coverage limits under the insurance policy for our directors and officers.
4. Approval of our entry into an amendment to the Registration Rights Agreement, dated December 5, 2006, as amended by Amendment No. 1 thereto, dated June 25, 2009, to which we are party with certain of our shareholders (the “Holders”), in order to effect certain revisions as summarized in the proxy statement being delivered to all shareholders of the Company in connection with the Meeting.
5. Approval pursuant to the Companies Law (subject to a separate vote in the case of each of the below three categories of grantees) of separate option grants to purchase Shares to the following, respectively:
a.our Chief Executive Officer, Ms. Zipora Ozer-Armon;
b.the Chairman of our Board, Mr. Harel Beit-On;
c.our additional directors, Messrs. Yoav Doppelt, Arie Weisberg and Shlomo Yanai.
6. Approval of (a) an increase in the number of Shares reserved for issuance under our 2007 Share Incentive Plan (the “2007 Plan”) from 15,500,000 to 21,500,000; (b) an annual (“evergreen”) increase to the number of Shares available for grant under the 2007 Plan equal to the lesser of (i) 5,000,000 Shares, (ii) two percent (2%) of the outstanding Shares on the last day of the immediately preceding year and (iii) an amount determined by our Board (in each case, subject to adjustment in a corresponding manner to our overall capitalization described in Proposal 1 above (assuming approval of that proposal)); and (c) amendments to each of (i) our 2000 Share Option Plan, (ii) Israel 2003 Share Option Plan and (iii) the 2007 Plan to (x) amend the class of Shares issuable under those plans to enable the issuance of Ordinary B Shares and (y) make certain conforming changes to those plans.
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| 2013-12-06 |
详情>>
业绩披露：
2013年三季报(累计)每股收益0.06美元,归母净利润1269.10万美元,同比去年增长655.42%
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