6-K 6-K 1 zk63134.htm

SECURITIES AND EXCHANGE COMMISION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934

November 20, 2006

SCAILEX CORPORATION LTD.
(Translation of registrant’s name into English)

3 Azrieli Center
Triangular Tower
Tel Aviv, 67023
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 whether the registrant by furnishing the information contained
in this Form is also furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities and Exchange Act of 1934.

Yes o No x



Attached to the Registrant’s Form 6-K and incorporated herein is the Registrant’s press release dated November 20, 2006, entitled “Scailex Corporation Announces Third Quarter 2006 Results”.



SIGNATURE

Pursuant to the requirement 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.

SCAILEX CORPORATION LTD.


By: /s/ Yahel Shachar
——————————————
Yahel Shachar
Chief Executive Officer

November 20, 2006



NEWS

FOR IMMEDIATE RELEASE

Scailex Corporation Announces Third Quarter 2006 Results

Reports Net Income of $2.2 Million

Tel Aviv, Israel – November 20, 2006. Scailex Corporation Ltd. (TASE: SCIX; OTC BB: SCIXF.OB) today announced its unaudited financial results for the third quarter ended September 30, 2006.

The results of operations for the third quarter of 2006 include no revenues. The operating loss in the third quarter of 2006 was $0.6 million compared to an operating loss of $0.7 million in the third quarter of 2005.

Scailex Corporation reported net income from continuing operations of $2.6 million in the third quarter of 2006 compared to net income from continuing operations of $2.3 million in the third quarter of 2005. The net income from continuing operations in the third quarter of 2006 is primarily attributable to financial income of $3.5 million. The net loss from discontinued operations in the third quarter of 2006 was $0.4 million compared to net income from discontinued operations of $1.1 million in the third quarter of 2005 that related mainly to the operating results of Scailex Vision (Tel Aviv) Ltd. (“SV”), the majority owned subsidiary of the Company whose operations were sold to Hewlett-Packard Company (“HP”) in November 2005, which were offset by operational losses of Jemtex Inkjet Printing Ltd., in which Scailex transferred its controlling stake in August 2006. The loss from discontinued operations in the third quarter of 2006 mainly reflects Jemtex losses. Scailex Corporation reported net income of $2.2 million in the third quarter of 2006 compared to net income of $3.4 million in the third quarter of 2005.

Cash, cash equivalents and investments in securities at the end of the third quarter of 2006 at Scailex Corporation and its wholly-owned subsidiaries amounted to $299.9 million. Cash and cash equivalents at SV at the end of the third quarter of 2006 amounted to $38.8 million, excluding the $24.0 million retained in escrow under the asset purchase agreement with HP. Recently, HP filed an indemnity claim with the escrow agent for the release to it of approximately $5.3 million out of such escrow funds (Scailex Corporation’s share in the claimed amount is approximately $2.9 million, after taking into account tax consequences and Scailex’s stake in SV). SV rejected these claims, but there is no assurance that SV will be successful in defending its position. Also, in mid-November, SV received $1.0 million (and accrued interest) that was retained in a special tax escrow (as part of the $24 million escrow).

Yahel Shachar, Scailex’s CEO, stated: “following our previous report in the matter, scailex is continuing the evaluation of a possible acquisition of shares of the Oil Refineries in Haifa, in the framework of its Initial Public Offering on the Tel Aviv Stock Exchange expected to take place in early 2007, and commenced its preparations accordingly.”



Conference Call
Scailex will be holding a conference call to discuss its third quarter of 2006 on Tuesday, November 21, 2006 at 7:00 a.m. EST (12:00 a.m. GMT, 2:00 p.m. Israel time). All interested parties will have the opportunity to listen to a live simultaneous Webcast of the conference call by connecting online through www.Scailex.com. A replay of the conference call will be available shortly after the call during the eight days following the conference call (until November 29, 2006) at the following numbers:

  US: 1-800-475-6701
  Intl: 1-320-365-3844
  Access code: 845726

Scailex Corporation Ltd.

Scailex Corporation shares trade on The Tel Aviv Stock Exchange under the symbol “SCIX” and are quoted on the OTC Bulletin Board under the symbol “SCIXF.OB.” For more information, please visit our Web site at www.Scailex.com.

Forward Looking Statements

Except for the historical information herein, the matters discussed in this news release include forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements that are based on various assumptions (some of which are beyond the Company’s control) may be identified by the use of forward-looking terminology, such as “may”, “can be”, “will”, “expects”, “anticipates”, “intends”, “believes”, “projects”, “potential”, “are optimistic”, “view” and similar words and phrases. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, (1) our absence of significant operations following the sale of the business of Scailex Vision and uncertainty as to our future business model and our ability to identify, evaluate and execute suitable business opportunities, (2) the fact that our U.S. shareholders may suffer adverse tax consequences if we are classified as a passive foreign investment company or PFIC, (3) changes in domestic and foreign economic and market conditions, (4) the impact of the Company’s accounting policies, (5) risks relating to pursuing strategic alternatives, (6) risks and uncertainties associated with the tax and accounting consequences of the sale of the business of Scailex Vision, (7) risks and uncertainties relating to the Company’s plans for its financial assets following the sale of Scailex Vision, (8) the fact that we may be deemed an “investment company” under the Investment Company Act of 1940 under certain circumstances (including as a result of the investments of assets following the sale of the operations of Scailex Vision), and/or the risk that we may be required to take certain actions with respect to the investment of our assets or the distribution of cash to shareholders in order to avoid being deemed an “investment company”, (9) risks and uncertainties resulting from the sale of approximately 50% of our outstanding share capital by our former two principal shareholders to an unaffiliated third party and the potential impact on the Company and our operations and strategies, (10) the impact of significant changes in our board of directors and management resulting from such sale, and (11) the other risk factors detailed in the Company’s most recent annual report and other filings with the US Securities and Exchange Commission, including without limitation, those set forth under such headings as “Risk Factors” and “Trend Information” in the Company’s Annual Report on Form 20-F. Except as may be required by law, the Company does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such forward-looking statements.


Contact

Scailex Corporation Ltd.
Yahel Shachar
Chief Executive Officer
Tel: +972 3 607-5855
Fax: +972 3 607-5884
E-mail: yahel.shachar@Scailex.com

(Tables to Follow)

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SCAILEX CORPORATION LTD. (AN ISRAELI COMPANY) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(U.S. Dollars in thousands, except per share data)

Quarter ended September 30,
2006
(Unaudited)

Quarter ended September 30,
2005
(Unaudited)

 
Expenses            
   General and administrative       (571 )   (657 )


Operating loss       (571 )   (657 )
     
    Financial Income - net       3,482     1,056  
    Other income - net       0     141  


     
Income before taxes on income       2,911     540  
    Taxes on income       (184 )   (233 )


        2,727     307  
     
    Gain from sale / Share in results of associated company       0     2,000  
     
    Minority interest in results of a subsidiary       (87 )   0  


Net income from continuing operations       2,640     2,307  
Net Income (Loss) from discontinued operations       (432 )   1,069  


Net income for the period       2,208     3,376  


     
Earnings (Loss) per share - basic & diluted    
    Continuing operations     $ 0.07   $ 0.06  
    Discontinued operations     $ (0.01 ) $ 0.03  


      $ 0.06   $ 0.09  


Weighted average number of shares used in    
computation of EPS (in thousands) - basic       38,066     38,066  


computation of EPS (in thousands) - diluted       38,146     38,134  



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CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands)

September 30,
2006
(Unaudited)

December 31
2005
(Audited)

 
Assets            
 
Current assets:    
Cash and cash equivalents       221,467     200,047  
Short-term investments       42,385     30,405  
Restricted deposit       0     5,165  
Other receivables       795     568  
Deferred income taxes       0     1,260  
Current Assets of discontinued operations       27,824     81,072  


Total current assets       292,471     318,517  
     
Investments and other non-current assets    
     
Securities held-to-maturity       23,988     29,707  
     
Other investments and prepaid expenses       1,064     1,529  
     
Funds in respect of employee rights upon retirement       82     61  
     
Non Current Assets of discontinued operations       0     1,195  


        25,134     32,492  
     
Property and Equipment, net of    
accumulated depreciation and amortization       7     9  


        317,612     351,018  


     
Liabilities and Shareholders' Equity    
     
Current liabilities:    
Trade payables       47     73  
Income taxes payable       13,673     13,660  
Accrued and other liabilities       631     1,142  
Current liabilities related to discontinued operations       16,300     31,443  


Total current liabilities       30,651     46,318  
     
Long-term liabilities:    
Liability for employee rights upon retirement       168     107  
Long-term liabilities related to discontinued operation       1,200     1,800  


Total long-term liabilities       1,368     1,907  


Total liabilities       32,019     48,225  
     
Minority interest of discontinued operation       10,381     41,190  
     
Shareholders' equity       275,212     261,603  


        317,612     351,018  



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