From: Subject: 6-K Date: Wed, 2 Sep 2009 16:15:27 +0300 MIME-Version: 1.0 Content-Type: text/html; charset="windows-1255" Content-Transfer-Encoding: quoted-printable Content-Location: http://www.sec.gov/Archives/edgar/data/946394/000117891309002072/zk97198.htm X-MimeOLE: Produced By Microsoft MimeOLE V6.00.2900.2180 6-K 6-K 1 zk97198.htm

UNITED STATES=20
SECURITIES AND=20 EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K=20

REPORT OF=20 FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER = THE=20 SECURITIES EXCHANGE ACT OF 1934

For the month=20 of September 2009
Commission File Number: 000-26498

Ellomay=20 Capital Ltd.
(Translation of registrant=92s name into English) =

9=20 Rothschild Blvd., Tel Aviv 66881, Israel
(Address of principal = executive=20 office)

Indicate by = check mark=20 whether the registrant files or will file annual reports under cover of = Form=20 20-F or Form 40-F.

Form 20-F=20 x Form 40-F o=20

Indicate by=20 check mark if the registrant is submitting the Form 6-K in paper as = permitted by=20 Regulation S-T Rule 101(b)(1): ____

Indicate by = check mark if=20 the registrant is submitting the Form 6-K in paper as permitted by = Regulation=20 S-T Rule 101(b)(7): ____

Indicate by = check mark=20 whether the registrant by furnishing the information contained in this = Form is=20 also thereby furnishing the information to the Commission pursuant to = Rule=20 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x=20

If =93Yes=94 is = marked,=20 indicate below the file number assigned to the registrant in connection = with=20 Rule 12g3-2(b): 82- ________

THIS FORM 6-K = IS HEREBY=20 INCORPORATED BY REFERENCE INTO THE REGISTRANT=92S REGISTRATION = STATEMENTS ON FORM=20 F-3 (NOS. 333-144171, 333-115826, 333-114428, 333-47842 AND 333-92493) = AND FORM=20 S-8 (NOS. 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE = DATE ON=20 WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY = DOCUMENTS OR=20 REPORTS SUBSEQUENTLY FILED OR FURNISHED.

As previously = published,=20 pursuant to the terms of the Asset Purchase Agreement, by and between = Ellomay=20 Capital Ltd. (the =93Company=94) and Hewlett-Packard Company (=93HP=94), = dated December=20 9, 2007 (the =93APA=94), an amount of US$9.5 million of the total amount = deposited=20 into the escrow account are to be distributed to the Company eighteen = months=20 following the closing date of the APA, unless such funds are to be used = to=20 compensate for any indemnity claims. The APA closing date was on = February 29,=20 2008. In connection with the pending distribution of the funds, the = escrow agent=20 under the APA and the Company received officers=92 certificates from HP = listing=20 various alleged claims for indemnity amounting to approximately US$ 11.5 = million=20 (consisting of claims for approximately US$ 8.1 million and claims for=20 approximately Euro 2.4 million).

The Company and = legal=20 counsel are reviewing the claims and are in the process of determining = the=20 Company=92s course of action with respect to such claims, including, but = not=20 limited to, the possibility of filing a response pursuant to the = procedure set=20 forth in the APA.

It is too early = at this=20 stage to determine the outcome of such review by the Company and legal = counsel=20 or of any action the Company may decide to take, if any. Therefore, it = is too=20 early to determine what amount, if any, will be distributed to the = Company from=20 the escrow account.

Information = Relating to=20 Forward-Looking Statements

With the = exception of=20 historical information in this Form 6-K, this Form 6-K includes = forward-looking=20 statements that involve known and unknown risks and uncertainties, = including,=20 but not limited to, uncertainties with respect to the outcome of any = process or=20 negotiations in connection with the indemnity claims, major changes in=20 political, economic, regulatory, or environmental conditions, and other = risks=20 detailed from time to time in the Company=92s Securities and Exchange = Commission=20 filings. Actual results may differ materially from any forward-looking=20 statements set forth herein and the transaction discussed herein may = never occur=20 or may be significantly different. The Company undertakes no obligation = and does=20 not intend to update these forward-looking statements to reflect events = or=20 circumstances occurring after the date of this Report on Form 6-K. You = are=20 cautioned not to place undue reliance on these forward-looking = statements, which=20 speak only as of the date of this Report on Form 6-K. All = forward-looking=20 statements are qualified in their entirety by this cautionary statement. =

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Signatures=20

        Pursuant to the = requirements of the Securities Exchange Act of 1934, the registrant has = duly=20 caused this report to be signed on its behalf by the undersigned, = thereunto duly=20 authorized.

Ellomay=20 Capital Ltd.


By: /s/ Ran=20 Fridrich
=97=97=97=97=97=97=97=97=97=97=97=97=97=97
Ran = Fridrich
Director and Interim=20 Chief Executive Officer

Dated: September=20 1, 2009

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