FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May, 2006
Commission File Number 0-28584
| CHECK POINT SOFTWARE TECHNOLOGIES LTD. |
| (Translation of registrant's name into English) |
| 3A Jabotinsky Street, Ramat-Gan 52520, Israel |
| (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): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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): 82- ________
FOR IMMEDIATE RELEASE
| INVESTOR CONTACT: | MEDIA CONTACT: |
| Anne Marie McCauley | Monica Walsh |
| Check Point Software Technologies | A&R Partners |
| 650-628-2040 | 650.762.2894 |
| ir@us.checkpoint.com | mwalsh@arpartners.com |
CHECK POINT SOFTWARE
EXTENDS
SHARE REPURCHASE
PROGRAM BY $600 MILLION
REDWOOD CITY, Calif.- May 22, 2006 – Check Point Software Technologies Ltd. (Nasdaq: CHKP), the worldwide leader in securing the Internet, today announced that its Board of Directors has authorized the repurchase of up to an additional $600 million of its outstanding common stock in the open market or through privately negotiated transactions.
Under the repurchase program, share purchases may be made from time to time depending on market conditions, share price, trading volume and other factors, and such purchases will be made in accordance with the requirements of the Securities and Exchange Commission. For a portion of the authorized repurchase amount, Check Point may enter into a plan that is compliant with Rule 10b5-1 of the United States Securities Exchange Act of 1934 that is designed to facilitate these purchases. The repurchase program has no time limit, does not require Check Point to acquire a specific number of shares, and may be suspended from time to time or discontinued. The share repurchases will be funded from available working capital. As of March 31, 2006, Check Point had approximately 246 million shares of common stock outstanding on a fully diluted basis.
Since its initial share repurchase program commenced in October 2003, Check Point has purchased approximately 28.2 million shares for a total of approximately $600 million.
Safe Harbor Statement
Certain statements in this press
release are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 ,
including statements regarding the manner in which Check Point’s share repurchase
program will be conducted; Check Point’s expectation that it will enter into a Rule
10b5-1 plan to facilitate the repurchase of a portion of the shares; and Check
Point’s determination to fund the share repurchases from available working capital.
Because these statements pertain to future events they are subject to various risks and
uncertainties, and actual results could differ materially from Check Point’s current
expectations and beliefs. Factors that could cause or contribute to such differences
include, but are not limited to: alternative methods by which Check Point may choose to
conduct its repurchase program, competing future investment opportunities and alternative
uses of cash, and other factors and risks discussed in Check Point’s Annual Report on
Form 20-F for the year ended December 31, 2005, which is on file with the Securities and
Exchange Commission. Check Point assumes no obligation to update information concerning
its expectations.
About Check Point
Software Technologies Ltd.
Check Point Software Technologies
Ltd. (www.checkpoint.com) is a leader in securing the Internet. It is a market
leader in the worldwide enterprise firewall, personal firewall and VPN markets. Through
its NGX platform, the company delivers a unified security architecture for a broad range
of perimeter, internal, Web, and endpoint security solutions that protect business
communications and resources for corporate networks and applications, remote employees,
branch offices and partner extranets. The company’s ZoneAlarm product line is the
highest rated personal computer security suite, comprised of award-winning endpoint
security solutions that protect millions of PCs from hackers, spyware and data theft.
Extending the power of the Check Point solution is its Open Platform for Security (OPSEC),
the industry’s framework and alliance for integration and interoperability with
“best-of-breed” solutions from over 350 leading companies. Check Point solutions
are sold, integrated and serviced by a network of more than 2,200 Check Point partners in
88 countries and its customers include 100 percent of Fortune 100 companies and tens of
thousands of businesses and organizations of all sizes.
©2003-2006 Check Point Software
Technologies Ltd. All rights reserved.
Check Point, Application
Intelligence, Check Point Express, the Check Point logo, AlertAdvisor, ClusterXL,
Cooperative Enforcement, ConnectControl, Connectra, CoSa, Cooperative Security Alliance,
Eventia, Eventia Analyzer, Eventia Reporter, FireWall-1, FireWall-1 GX, FireWall-1
SecureServer, FloodGate-1, Hacker ID, IMsecure, INSPECT, INSPECT XL, Integrity,
InterSpect, IQ Engine, NGX, Open Security Extension, OPSEC, Policy Lifecycle Management,
Provider-1, Safe@Home, Safe@Office, SecureClient, SecureKnowledge, SecurePlatform,
SecuRemote, SecureXL Turbocard, SecureServer, SecureUpdate, SecureXL, SiteManager-1,
SmartCenter, SmartCenter Pro, Smarter Security, SmartDashboard, SmartDefense, SmartLSM,
SmartMap, SmartUpdate, SmartView, SmartView Monitor, SmartView Reporter, SmartView Status,
SmartViewTracker, SofaWare, SSL Network Extender, Stateful Clustering, TrueVector,
Turbocard, UAM, User-to-Address Mapping, UserAuthority, VPN-1, VPN-1 Accelerator Card,
VPN-1 Edge, VPN-1 Pro, VPN-1 SecureClient, VPN-1 SecuRemote, VPN-1 UTM, VPN-1 Power, VPN-1
SecureServer, VPN-1 VSX, VPN-1 XL, Web Intelligence, ZoneAlarm, ZoneAlarm Pro, Zone Labs,
and the Zone Labs logo, are trademarks or registered trademarks of Check Point Software
Technologies Ltd. or its affiliates. All other product names mentioned herein are
trademarks or registered trademarks of their respective owners. The products described in
this document are protected by U.S. Patent No. 5,606,668, 5,835,726, 6,496,935, 6,873,988
and 6,850,943 and may be protected by other U.S. Patents, foreign patents, or pending
applications.
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.
| CHECK POINT SOFTWARE TECHNOLOGIES LTD. By: /s/ John Slavitt —————————————— John Slavitt General Counsel |
May 22, 2006