UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
January 14, 2013
Commission File No.: 000-30688
NOVA MEASURING INSTRUMENTS LTD.
(Translation of registrant’s name into English)
Building 22 Weizmann Science Park, Rehovot
P.O.B 266
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 S 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 thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes £ No S
Attached hereto is a press release issued by the Registrant and entitled: “Nova Reaffirms 2012 Fourth Quarter Guidance; The Company Will Host Q4 Earnings Conference Call on February 18, 2013”.
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.
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Date: January 14, 2013
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NOVA MEASURING INSTRUMENTS LTD.
(Registrant)
By: /s/ Dror David
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Dror David
Chief Financial Officer
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Company Contact:
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Investor Relations Contacts:
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Dror David, Chief Financial Officer
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Ehud Helft / Kenny Green
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Nova Measuring Instruments Ltd.
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CCG Investor Relations
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Tel: 972-73-229-5833
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Tel: +1-646-201-9246
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E-mail: info@nova.co.il
http://www.nova.co.il
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E-mail: nova@ccgisrael.com
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Nova Reaffirms 2012 Fourth Quarter Guidance
The Company Will Host Q4 Earnings Conference Call on February 18, 2013
Rehovot, Israel – January 14, 2013 - Nova Measuring Instruments Ltd. (Nasdaq: NVMI), provider of leading edge stand alone metrology and the market leader of integrated metrology solutions to the semiconductor process control market, announced today that it is reaffirming its 2012 fourth quarter guidance. As discussed on the company’s October 31, 2012 conference call, Nova expects revenues of $18.5-$22 million, with diluted earnings per share of $0.01-$0.10 on a GAAP basis, and diluted earnings per share of $0.00-$0.08 on a Non-GAAP basis, for the fourth quarter of 2012.
In addition to reaffirming Q4 2012 guidance, Gabi Seligsohn, President and CEO, will discuss the business outlook given the recent increase in bookings, and describe the company’s strategy for 2013 and beyond, when addressing the 15th Annual Needham Growth Conference on January 15, 2013.
The presentation materials and the audio webcast of the Annual Needham Growth Conference will be available on the company’s website at http://www.novameasuring.com.
Nova plans to announce fourth quarter and full year results and give financial guidance for the first quarter of 2013 on Monday, February 18, 2013. In conjunction with this release, Nova will host a conference call later that same day. Dial-in details for this conference will be provided in a separate press release.
About Nova: Nova Measuring Instruments Ltd. develops, produces and markets advanced integrated and stand alone metrology solutions for the semiconductor manufacturing industry. Nova is traded on the NASDAQ & TASE under the symbol NVMI. The Company's website is www.novameasuring.com
This press release provides financial information that is not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial information provides meaningful supplemental information regarding Nova's performance because it reflects our operational results and enhances management's and investors' ability to evaluate Nova's performance before charges or benefits considered by management to be outside Nova's ongoing operating results.
The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management believes that it is in the best interest of its investors to provide financial information that will facilitate comparison of both historical and future results and allows greater transparency to supplemental information used by management in its financial and operational decision making.
This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding trends, demand for our products, expected deliveries, transaction, expected revenues, operating results, earnings and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward looking statements. These risks and other factors include but are not limited to: our dependency on two product lines; the highly cyclical nature of the markets we target; our inability to reduce spending during a slowdown in the semiconductor industry; our ability to respond effectively on a timely basis to rapid technological changes; our dependency on OEM suppliers; cyber security risks; risks related to open source technologies; our ability to retain our competitive position despite the ongoing consolidation in our industry; risks associated with our dependence on a single manufacturing facility; our ability to expand our manufacturing capacity or marketing efforts to support our future growth; our dependency on a small number of large customers and small number of suppliers; our dependency on our key employees; risks related to changes in our order backlog; risks related to the financial, political and environmental instabilities in Asia; risks related to our intellectual property; changes in customer demands for our products; new product offerings from our competitors; changes in or an inability to execute our business strategy; unanticipated manufacturing or supply problems; changes in tax requirements; changes in customer demand for our products; risks related to currency fluctuations; and risks related to our operations in Israel. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 28, 2012. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Measuring Instruments Ltd. does not assume any obligation to update the forward-looking information contained in this press release.