SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FWASHINGTON, OD.C. R M 6-K20549

REPORTFORM OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a6-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934K

ForREPORT theOF monthFOREIGN ofPRIVATE December 2004 ISSUER

ROBOGROUPPURSUANT T.E.K.TO LTD.RULE (Name13a-16 ofOR Registrant)15d-16 OF

RechovTHE HamelachaSECURITIES 13,EXCHANGE AfeqACT IndustrialOF Estate, Rosh HaAyin 48091 Israel (Address of Principal Executive Office) 1934

~~Indicate~~For ~~by check mark whether~~ the ~~registrant~~month ~~files or will file annual reports under cover~~ of ~~Form~~ ~~20-F or Form 40-F.~~ May, 2005

~~Form~~ROBOGROUP ~~20-F~~T.E.K. xLTD. (Translation ~~Form~~of ~~40-F~~Registrant’s oname into English)

13 ~~Indicate~~Hamelacha byStreet, ~~check~~Afek ~~mark~~Industrial ifPark, ~~the~~Rosh ~~registrant~~Ha’ayin, isIsrael ~~submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):______~~

~~Indicate~~(Address byof ~~check mark if the registrant is submitting the Form 6-K in paper as permitted by~~Principal ~~Regulation~~Executive ~~S-T Rule 101(b~~Offices)~~(7):______~~

Indicate by check mark whether ~~by furnishing~~ the ~~information contained in this Form, the~~ registrant isfiles ~~also~~or ~~thereby~~will ~~furnishing~~file ~~the~~annual ~~information~~reports tounder ~~the~~cover ~~Commission~~of ~~pursuant~~Form ~~to Rule 12g3~~20-~~2(b)~~F ~~under~~or ~~the Securities~~Form ~~Exchange~~40-F: ~~Act of 1934.~~

~~Yes~~Form o20-F No x Form 40-F o

IfIndicate ~~"Yes"~~by ischeck ~~marked,~~mark ~~indicate~~whether ~~below~~the registrant by furnishing the ~~file~~information ~~number~~contained ~~assigned~~in this form is also thereby furnishing the information to the ~~registrant~~Commission inpursuant ~~connection with~~to Rule 12g3-2(b): ~~82-______~~under the Securities Exchange Act of 1934:

~~SIGNATURES~~Yes o No x

~~Pursuant~~Exhibit ~~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.~~1

~~ROBOGROUP~~Immediate ~~T.E.K. LTD. (Registrant) By: /s/ Haim Schleifer——————————— Haim SchleiferGeneral Manager~~Disclosure

~~Date:~~Notice ~~December~~is 28hereby given that on May 10, ~~2004~~ 2005 RoboGroup T.E.K. Ltd. (the “Company”) filed an immediate report with the Israeli Securities Authority regarding the termination of office of a senior officer of the Company as follows:

Tel Aviv Stock Exchange Ltd	Israel Securities Authority
54 Achad Ha'am St	22 Kanfei Nesharim St
65202 Tel Aviv	95464 Jerusalem

Mr. Uri Sela, who served as the Company’s Vice President of Sales and Marketing since January 8, 2003, terminated his office effective as of May 10, 2005 following reorganization in the Company.

~~re:~~To ~~RoboGroup~~the ~~T.E.K.~~best ~~Ltd-Private~~knowledge ~~Offer~~of the Company, the circumstances of ~~Stock~~the ~~Options~~termination of office do not require specific disclosure to ~~Employees~~ the Company’s shareholders.

~~RoboGroup T.E.K. Ltd. (the “Company”) announces a non-substantial private offering of options to 8 employees of the Company (the “Offer”).~~Sincerely,

1RoboGroup T.E.K ~~Terms and conditions of the Securities Offered~~Ltd

~~1.1~~May ~~The options are offered under the Company’s 2002 Stock option plan (“Employee Plan” or “Option Plan”)~~15, ~~dated~~2005 ~~December 17, 2002. The main terms and conditions of the Offer will be as set forth in the Option Plan, and as amended by law.~~

~~1.2~~ Pursuant to the ~~Offer,~~requirements ~~the~~of ~~Company will offer to~~ the 8Securities ~~employees~~Exchange ~~(the~~Act ~~“Optionees”) a total amount~~ of 271934,~~000~~ ~~options, which are exercisable into 27,000 ordinary shares, par value NIS 0.5 of~~ the ~~Company~~registrant ~~(the~~has ~~“Options”).~~duly ~~None~~caused this ofreport ~~the~~to ~~Optionees~~be issigned anon ~~interested~~its ~~party~~behalf ofby the ~~Company~~undersigned, ~~and~~thereunto ~~will~~duly ~~not become interested party as a result of the allocation and the exercise of the Options~~authorized.

~~1.3~~ROBOGROUP ~~Assuming that all the Options offered under the Option Plan are exercised, the shares resulting from the exercise of the Options (the “Shares”) will comprise 0~~T.~~24%~~E.K. ~~of the issued and paid-up capital of the Company and 0~~LTD.~~21%~~ ofBY: ~~the~~/S/ ~~issued~~Hanan ~~and~~Eibushitz—————————————— ~~paid-up~~Hanan ~~capital~~EibushitzChief ofFinancial ~~the Company, on a fully diluted basis.~~Officer

~~1.4~~Dated: ~~The~~May ~~Options were allotted to a trustee~~16, ~~Adv.~~2004 ~~Gil Lavron, on March 13, 2003 pursuant to the Option Plan.~~

1.5 Each Option authorizes the grant to the Optionee of the right to purchase one ordinary share, par value NIS 0.5, of the Company, subject to adjustments as described in the Employee Plan, by payment in cash the exercise price of $0.739 (the “Exercise Price”). The Exercise Price was based on the average of the closing price of the Company’s ordinary shares on the Nasdaq SmallCap Market, for the 30 trading days prior to the date of the resolution of the Company’s board of directors regarding the Offer.

1.6 The Shares will have the same rights as the existing ordinary shares of the Company and will entitle their holders to the full cash dividend and any other distributions, including distributions of bonus shares, if the date of determination of the rights for such dividend or distribution occurs on or after the date of allotment thereof.

1.7 Each of the Optionees will be entitled to exercise the Options allotted to him, or her, in five installments, in accordance with the following dates, without deviating from the lock up provisions that apply to the Options pursuant to Section 102 of the Israeli Income Tax Ordinance.

- 20% of the Options will become exercisable on January 1, 2005 until the end of the exercise period.

- 20% of the Options will become exercisable on January 1, 2006 until the end of the exercise period.

- 20% of the Options will become exercisable on January 1, 2007 until the end of the exercise period.

- 20% of the Options will become exercisable on January 1, 2008 until the end of the exercise period.

- 20% of the Options will become exercisable on January 1, 2009 until the end of the exercise period.

Each Optionee will be entitled to exercise the Options alloted to him or her over the said five periods as detailed above.

1.8 After the Options vest, each Offeree will be entitled to exercise the Options allotted to him or her, subject to the conditions set forth below, until December 31, 2012 (the “End of the Exercise Period”).

2. The Options are not registered for trading on a stock exchange.

3. Consideration.

The Options will be allotted for no consideration.

4. Agreements concerning the Company’s securities.

To the best of the Company’s knowledge, and as confirmed by the Optionees, none of the Optionees have agreements, written or oral, with another shareholder of the Company, or with each other, or with others, regarding the purchase or sale of securities of the Company or relating to voting rights therein.

5. Preventing and limiting actions in the Offered securities.

a. Options granted under the Offer shall not be transferable by optionees, and cannot be endorsed or waived in favor of others, including in favor of other employees, other than by will or the laws of descent and distribution, or to a guardian in case of loss of legal capacity.

b. The Options will be exercisable in the next five years, in five equal installments according to the entitlement dates set forth in section 1.7 above.

c. The Options will be held by a trustee, for a period of not less then 24 months from the date set by the Tax Authority office (the “Lock-up Period”). The release of the Options or/and the exercised shares will be made in accordance with the provisions of the Income Tax Regulations (Tax Relieves for Stock Issued to Employees), 2003.

d. The Optionees will not be allowed to offer the Shares for trading on the Tel-Aviv Stock exchange without publishing a prospectus, approved by the Israeli Securities Authority in the periods mentioned below:

1. During 6 months period from the date of the Offer.

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