SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
Or
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report………………..
For the transition period from to
Commission File number: 000-23288
SILICOM LTD.
(Exact name of Registrant as specified in its charter and as translated into English)
| ISRAEL |
| (Jurisdiction of incorporation or organization) |
8 Hanagar Street,
Kfar Sava 44000, Israel
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Title of each class
Name of each exchange on which registered
Ordinary Shares, NIS 0.01 nominal value per share
NASDAQ GLOBAL MARKET
Securities registered or to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
6,925,088
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No x
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this fling:
US GAAP x
by the International Accounting Standards Board o
Other o
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes o No o
This annual report on Form 20-F includes certain “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The use of the words “projects,” “expects,” “may,” “plans” or “intends”, or words of similar import, identifies a statement as “forward-looking.” There can be no assurance, however, that actual results will not differ materially from our expectations or projections. Factors that could cause actual results to differ from our expectations or projections include the risks and uncertainties relating to our business described in this report at Item 3 titled “Risk Factors.”
As used herein or any in any document incorporated by reference hereto, the “Company”, “Silicom Ltd.”, “Silicom”, “Registrant”, “we”, “us”, or “our” refers to Silicom Ltd. and its subsidiary. We have prepared our consolidated financial statements in United States dollars and in accordance with accounting principles generally accepted in the United States. All references herein to “dollars” or “$” are to United States dollars, and all references to “Shekels” or “NIS” are to New Israeli Shekels.
2
Table of Contents
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PART I.
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6
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6
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6
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6
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Selected Financial Data
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6
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Risk Factors
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8
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20
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History and Development of the Company
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20
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Business Overview
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22
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Organizational Structure
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32
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Property, Plant and Equipment
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32
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33
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33
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Critical Accounting Policies
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33
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Recently Enacted Accounting Pronouncements Not Yet Adopted
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36
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Operating Results
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37
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Liquidity and Capital Resources
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41
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Research and development, patents and licenses, etc.
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42
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Trend Information
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43
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Off-Balance Sheet Arrangements
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15
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Tabular disclosure of contractual obligations
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46
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46
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Directors and Senior Management
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46
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Compensation
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48
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Board Practices
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50
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Employees
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56
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| Share Ownership |
58
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PART I.
6
Selected Financial Data
Risk Factors
8
20
History and Development of the Company
Business Overview
22
Organizational Structure
32
Property, Plant and Equipment
33
Critical Accounting Policies
Recently Enacted Accounting Pronouncements Not Yet Adopted
36
Operating Results
37
Liquidity and Capital Resources
41
Research and development, patents and licenses, etc.
42
Trend Information
43
Off-Balance Sheet Arrangements
15
Tabular disclosure of contractual obligations
46
Directors and Senior Management
Compensation
48
Board Practices
50
Employees
56
58
3
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58
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Major Shareholders
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58
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Related Party Transactions
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59
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62
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63
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Markets and Share Price History
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63
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64
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Memorandum and Articles of Association
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65
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NASD Marketplace Rules and Home Country Practices
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70
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Material Contracts
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71
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Exchange Controls
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71
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Taxation
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72
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Documents on Display
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85
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86
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Interest Rate Risk
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86
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Foreign Currency Exchange Risk
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87
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88
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PART II.
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88
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88
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88
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88
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Disclosure Controls and Procedures
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89 |
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Management's Annual Report on Internal Control over Financial Reporting
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89 |
| Inherent Limitations on Effectiveness of Controls |
89 |
| Changes in Internal Control over Financial Reporting |
90 |
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90
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90
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90
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90
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91
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91
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91
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91
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PART III.
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93
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93
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93
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94
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58
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|
Major Shareholders
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58
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|
Related Party Transactions
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59
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62
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|
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63
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|
Markets and Share Price History
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63
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| |
|
|
|
64
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|
Memorandum and Articles of Association
|
65
|
|
NASD Marketplace Rules and Home Country Practices
|
70
|
|
Material Contracts
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71
|
|
Exchange Controls
|
71
|
|
Taxation
|
72
|
|
Documents on Display
|
85
|
| |
|
|
|
86
|
|
Interest Rate Risk
|
86
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|
Foreign Currency Exchange Risk
|
87
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|
|
|
88
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|
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PART II.
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88
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88
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|
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88
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|
|
|
88
|
|
Disclosure Controls and Procedures
|
89 |
|
Management's Annual Report on Internal Control over Financial Reporting
|
89 |
| Inherent Limitations on Effectiveness of Controls |
89 |
| Changes in Internal Control over Financial Reporting |
90 |
| |
|
|
|
90
|
58
Major Shareholders
Related Party Transactions
59
62
63
Markets and Share Price History
64
Memorandum and Articles of Association
65
NASD Marketplace Rules and Home Country Practices
70
Material Contracts
71
Exchange Controls
Taxation
72
Documents on Display
85
86
Interest Rate Risk
Foreign Currency Exchange Risk
87
88
PART II.
Disclosure Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting
90
4
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90
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90
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90
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91
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91
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91
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91
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PART III.
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93
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93
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93
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94
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91
PART III.
93
94