UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2009 Commission file number: 0-30394 METALINK LTD. - -------------------------------------------------------------------------------- (Translation of registrant's name into English) YAKUM BUSINESS PARK, YAKUM 60972, ISRAEL - -------------------------------------------------------------------------------- (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] 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 the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [_] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____________ The information contained in this Report on Form 6-K is hereby incorporated by reference into the registrant's Registration Statements on Form F-3 File Nos. 333-152119, 333-145431, 333-104147 and 333-13806 and on Form S-8, File Nos. 333-121901, 333-12064, 333-88172, 333-112755 and 333-149657.
The following are included in this Report on Form 6-K: 1. Press release dated February 25, 2009.
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. METALINK LTD. Date: February 25, 2009 By: /s/ Yuval Ruhama -------------------- Yuval Ruhama Chief Financial Officer
Yuval Ruhama CFO Metalink Ltd. Tel: 972-9-9605555 Fax: 972-9-9605544 yuvalr@MTLK.com METALINK RECEIVES DEFICIENCY LETTER FROM NASDAQ; WILL APPLY TO TRANSFER LISTING TO NASDAQ CAPITAL MARKET; STOCK WILL CONTINUE TO TRADE ON NASDAQ GLOBAL MARKET PENDING DETERMINATION ON TRANSFER APPLICATION YAKUM, ISRAEL, FEBRUARY 25, 2009 - Metalink Ltd. (NASDAQ: MTLK), a global provider and developer of high-performance broadband communication silicon solutions, today announced that on February 19, 2009 it received a NASDAQ Staff Determination letter indicating that Metalink has failed to comply with the minimum $10,000,000 stockholders' equity requirement for continued listing on the NASDAQ Global Market, as set forth in NASDAQ's Marketplace Rule 4450(a)(3), and that Metalink's securities are therefore subject to delisting from the NASDAQ Global Market. The NASDAQ Letter provides Metalink certain alternatives, including to request to transfer the listing of its ordinary shares to the NASDAQ Capital Market, no later than March 6, 2009, provided the Company meets the criteria for continued listing thereon, other than the minimum $1.00 bid price requirement. After considering the alternatives, Metalink determined to apply to transfer the listing of its securities to the NASDAQ Capital Market. Under NASDAQ rules, in order to qualify for such a transfer, Metalink must have stockholders equity of not less than $2.5 million, must have not less than 500,000 shares held by public stockholders other than officers, directors or 10% beneficial stockholders and must meet other requirements described at www.nasdaq.com/about/FAQsPhaseDown.stm Until Metalink's request is decided, Metalink's stock will continue to trade on the NASDAQ Global Market under the MTLK symbol. NASDAQ Capital Market is one of the three tiers for NASDAQ-listed securities and includes over 400 companies. Companies listed on NASDAQ Capital Market must comply with the same corporate governance standards applicable to companies listed on The NASDAQ Global Market. The NASDAQ Capital Market operates in substantially the same manner as The NASDAQ Global Market and following transfer, Matelink's shares are expected to continue to trade under the symbol "MTLK".
ABOUT METALINK Metalink Ltd. (NASDAQ: MTLK) is a provider of high performance wireless and wireline broadband communication silicon solutions. Metalink's WLAN and DSL technologies are designed to enable true broadband connectivity in every home, and its products revolutionize the broadband experience by facilitating the convergence of telecommunication, networking and entertainment. Metalink's WLANPLUS(TM) is a high-throughput, 802.11n-draft-compliant wireless LAN technology optimized for the networked home entertainment environment. Featuring advanced MIMO technology and full support of QoS, and operating in both 2.4GHz and 5GHz bands, WLANPLUS enables multi-room networking of multiple high-definition video streams. Further information is available at http://www.MTLK.com ---------- SAFE HARBOR STATEMENT This press release contains "forward looking statements" within the meaning of the United States securities laws. Words such as "aim," "expect," "estimate," "project," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believe," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. For example, when we discuss our expectation regarding the transfer to the NASDAQ Capital Market, we are using a forward looking statement. Because such statements deal with future events, they are subject to various risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to: our need to raise additional funds in order for us to implement our current business plan, including our liquidity requirements, which funds may not be timely available to us which may lead to insolvency; our inability to regain compliance with Nasdaq's requirements for continued listing; any unforeseen developmental or technological difficulties with regard to our products; changes in the competitive landscape, including new competitors or the impact of competitive pricing and products; and the impact on revenues of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism. Additional factors that could cause actual results to differ materially from these forward-looking statements are set forth from time to time in Metalink's filings with the Securities and Exchange Commission, including Metalink's Annual Report in Form F-20. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, the Company undertakes no obligation to republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events. The Company cannot guarantee future results, events, and levels of activity, performance, or achievements.