UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

For the month of ~~November~~December 2012 (Report No. 31)

Commission File Number: 000-29742

Retalix Ltd.

(Translation of registrant’s name into English)

10 Zarhin Street, Ra’anana 43000, Israel

(Address of principal executive offices)

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 o

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): o

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): o

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

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

CONTENTS

~~Entry~~In ~~into~~compliance ~~Merger~~with ~~Agreement~~the ~~with~~Companies ~~NCR~~Law, ~~Corporation~~5759-1999 of the State of Israel and the regulations promulgated thereunder (the “Companies Law”), Retalix Ltd. (“Retalix”) hereby notifies its shareholders that it will hold a special general meeting of shareholders (the “Meeting”) at Retalix’s offices, located at 10 Zarhin Street, Ra’anana, Israel, on January 7, 2013 at 10:00 a.m. Israel time. The record date for the determination of the holders of Retalix’s ordinary shares, nominal value NIS 1.00 per share (“Ordinary Shares”), entitled to this notice of the Meeting and to vote at the Meeting is December 10, 2012.

OnAt ~~November~~the 28Meeting, ~~2012,~~ Retalix’s ~~Ltd.~~shareholders (“Retalix”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with NCR Corporation, a Maryland corporation (“NCR”) and Moon S.P.V. (Subsidiary) Ltd., a company organized under the laws of the State of Israel and an indirect wholly-owned subsidiary of NCR (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will ~~merge~~be ~~with~~asked ~~and into Retalix, with Retalix surviving as the continuing corporation in the Merger and becoming an indirect wholly-owned subsidiary of NCR (the “Merger”), upon the terms and subject~~ to ~~the~~vote ~~conditions~~on ~~set forth in~~ the Merger Agreement. The Merger is structured as a statutory merger pursuant to Sections 314-327 of the Companies Law, 5759-1999 of the State of Israel (together with the regulations promulgated thereunder, the “Companies Law”). The Merger is expected to be financed from a combination of new and existing debt and offshore balance sheet cash of NCR.following:

~~Subject~~1. toThe ~~the~~approval, ~~terms~~pursuant ~~and~~to ~~conditions~~Section 320 of the ~~Merger~~Companies ~~Agreement~~Law, ~~each~~of ~~ordinary~~the ~~share,~~merger ~~nominal~~of ~~value~~Retalix ~~NIS~~with 1Moon S.~~00,~~P.V. of(Subsidiary) ~~Retalix~~Ltd. (a “~~Retalix~~Merger ~~Ordinary Share~~Sub”), ~~issued~~a ~~and~~company ~~outstanding~~formed ~~immediately~~under ~~prior~~the tolaws of the ~~effective~~State ~~time~~of Israel and an indirect, wholly-owned subsidiary of ~~the~~NCR ~~Merger~~Corporation, ~~(the~~a ~~“Effective~~Maryland ~~Time~~corporation (“NCR”), ~~will~~including beapproval ~~canceled~~of: ~~and~~(i) ~~converted~~the ~~into~~merger ~~the~~transaction ~~right~~pursuant to ~~receive~~Sections ~~$30.00~~314 inthrough ~~cash~~327 (of the “Companies Law, whereby Merger ~~Consideration”).~~Sub ~~Each~~will ~~outstanding~~merge ~~option~~with toand ~~acquire~~into aRetalix, with Retalix ~~Ordinary~~surviving ~~Share~~and asbecoming an indirect, wholly-owned subsidiary of NCR (the ~~Effective~~“Merger”); ~~Time~~(ii) ~~and~~the ~~each~~Agreement ~~outstanding~~and ~~warrant~~Plan toof ~~acquire~~Merger, adated ~~Retalix~~as ~~Ordinary~~of ~~Share~~November ~~will~~28, be2012, ~~cancelled~~by and ~~converted~~among, asNCR, ofMerger Sub and Retalix (the ~~Effective~~“Merger ~~Time~~Agreement”); ~~into~~(iii) the ~~right~~consideration to ~~receive~~be ~~the~~received ~~applicable~~by ~~Merger~~Retalix’s ~~Consideration~~shareholders ~~less~~in the ~~exercise~~Merger, ~~price~~consisting ~~thereof~~of $30.00 in cash, ~~and~~without any interest thereon, subject to ~~applicable~~the ~~deductions~~withholding ~~and~~of ~~withholdings,~~any ifapplicable ~~any~~taxes (the “Merger Consideration”), ~~required~~for byeach ~~law. For~~Ordinary anShare ~~unvested~~held ~~option,~~as of the ~~net~~effective ~~amount~~time of ~~cash~~the ~~will~~Merger; be(iv) ~~paid~~the toconversion aof ~~trustee~~each ~~(or~~outstanding option, inand ~~the~~each ~~case~~warrant, ofto ~~options~~purchase ~~held~~one byOrdinary ~~Retalix~~Share ~~employees~~into ~~residing~~the ~~outside~~right to receive an amount of ~~Israel,~~cash equal to the ~~Retalix~~excess, ~~subsidiary~~if ~~employing~~any, ~~them)~~of atthe ~~closing~~Merger ~~and~~Consideration ~~then~~over ~~released~~the toapplicable ~~the~~exercise ~~option~~price ~~holder~~of insuch ~~accordance~~option ~~with~~or warrant (the ~~vesting~~receipt ~~schedule~~of ~~already~~such cash is subject, in ~~place~~the ~~and~~case ~~subject~~of (a) an unvested option, to the ~~pre-existing~~subsequent ~~conditions~~vesting, ofand the ~~option~~fulfillment ~~(including~~of ~~employment~~the existing conditions~~). In~~ ~~the~~related ~~case~~to vesting, of ~~any~~such option, and (~~whether~~b) ~~vested~~an oroption ~~not)~~subject ~~issued~~to ~~under~~ the capital gains route of Section 102 of the Israeli Income Tax Ordinance [New Version] 1961, to the ~~proceeds~~requirements ~~will~~of ~~only~~such beSection ~~released~~102); byand ~~the~~(v) ~~trustee~~all inother ~~accordance~~transactions ~~with~~and ~~the~~arrangements ~~requirements~~contemplated ofby ~~Section~~the ~~102. The~~Merger ~~vesting~~Agreement, ofwhich ~~unvested~~was ~~options~~attached ~~held~~as byExhibit ~~certain~~99.1 ~~key~~to ~~Retalix~~the ~~executives~~Report ~~will~~on ~~accelerate~~Form ~~upon~~6-K ~~the~~furnished ~~Effective~~by ~~Time~~Retalix ~~and~~to ~~will~~the ~~therefore~~U.S. beSecurities ~~entitled~~and toExchange Commission (the ~~foregoing~~“SEC”) ~~treatment~~on asNovember ~~vested~~29, ~~options~~2012.

~~Consummation~~2. ofAny ~~the~~other ~~Merger~~business isthat ~~subject~~properly tocomes ~~several~~before ~~conditions, including, among others: (i)~~ the ~~affirmative~~Meeting ~~vote of at least a majority of the voting power of the holders of Retalix Ordinary Shares present and voting in person~~ or ~~by proxy at a meeting of Retalix’s shareholders, excluding abstentions (and excluding~~ any ~~shares~~adjournment ~~held by NCR,~~ or bypostponement ~~any person holding at least 25%~~ of the ~~means of control of NCR~~Meeting, ~~or anyone acting on behalf of either of them,~~ including any of their affiliates); (ii) the absence of the existence of a material adverse effect with respect to Retalix and its subsidiaries, taken as a whole; (iii) the approval by the Israeli Investment Center as to the continuousness of the tax benefits to which Retalix is eligible with respect to its Approved Enterprise Status or Benefited Enterprise Status; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of any similar waiting period, and the receipt of any consent required, under Israeli antitrust laws; (v) the lapse of at least fifty (50) days after the filing of the Merger proposal ~~with~~for ~~the~~adjournment ~~Israeli Companies Registrar and at least thirty (30) days after the approval of the Merger by Retalix’s shareholders and by the shareholder of Merger Sub; (vi) the absence of any order~~ or ~~injunction~~postponement prohibiting the consummation of the Merger; (vii) the accuracy of the representations and warranties of each party in the Merger Agreement (most of which are subject to an overall material adverse effect qualification or other materiality qualifications); (viii) compliance in all material respects, or except as would not have a material adverse effect, by NCR and Retalix, respectively, with its covenants under the Merger Agreement; (ix) the filing of an undertaking in standard form by NCR with the Office of the Chief Scientist of the Israeli Ministry of Trade & Industry; and (x) the continued employment by Retalix of certain employees, determined according to specific categories of employeesthereof.

The ~~Merger~~Board ~~Agreement contains customary covenants, including, among others, a covenant by Retalix to conduct its business in the ordinary course during the interim period between the execution~~ of ~~the~~Directors ~~Merger Agreement and consummation~~ of ~~the Merger and not to engage in certain kinds of activities during such period.~~ Retalix ~~has~~recommends agreed not to (i) solicit, initiate, encourage or take any other action to knowingly facilitate the submission of, or any inquiries with respect to, any third-party acquisition proposals for Retalix, (ii) participate in any discussions or negotiations with, or furnish any information or data or otherwise cooperate with, any third-party regarding any acquisition proposals or potential acquisition proposals for Retalix, (iii) enter into any agreement for a third-party acquisition proposal for Retalix or any agreement that ~~would require~~ Retalix ~~to terminate, abandon or fail to consummate the Merger, or (iv) approve, adopt, endorse or recommend to Retalix~~’s shareholders ~~any~~approve third-party acquisition proposal for Retalix. Retalix has also agreed not to permit its subsidiaries or any of its or its subsidiaries’ respective representatives to do so, and has agreed to restrictions on its, its subsidiaries’ and their respective representatives’ ability to respond to any such proposals, as more fully described in the Merger Agreement~~. In~~, the ~~event~~Merger that a third party provides a superior offer (or an inquiry is made which may lead to a superior offer) to acquire Retalix (as determined by Retalix’s board of directors in good faith), Retalix’s board of directors may pursue such offer in keeping with its fiduciary duties and ~~need not comply with~~ the ~~above~~other ~~restrictions,~~transactions ifcontemplated ~~certain~~by ~~conditions are met under~~ the Merger Agreement.

The ~~Merger~~presence ~~Agreement~~in ~~contains~~person ~~certain~~or ~~termination~~by ~~rights~~proxy ~~for~~of ~~both~~two or more shareholders possessing at least 25% of Retalix’s ~~and~~voting ~~NCR~~power will constitute a quorum at the Meeting. In ~~certain~~the ~~circumstances~~absence ~~involving~~of ~~termination~~a quorum within 30 minutes of the ~~Merger~~scheduled ~~Agreement~~time for the Meeting, ~~Retalix~~the Meeting will be ~~required~~adjourned tofor ~~pay~~a ~~NCR~~week aand ~~$22.5~~will ~~million~~be ~~termination~~held ~~fee~~on January 14, ~~including~~2013 ifat ~~(x)~~the ~~Retalix~~same ~~fails~~time toand ~~meet~~place. ~~the~~At ~~closing~~such ~~condition~~adjourned ~~related~~meeting, tothe ~~accuracy~~presence of ~~its~~at ~~representations~~least ~~and~~two ~~warranties~~shareholders ~~and~~in ~~fulfillment~~person or by proxy (regardless of ~~its~~the ~~covenants,~~voting ~~receives~~power anpossessed ~~alternative~~by ~~proposal~~their ~~after~~shares) ~~the~~will ~~date~~constitute a quorum. Approval of the Merger ~~Agreement~~requires ~~and~~the ~~prior~~affirmative tovote ~~such~~of ~~termination,~~a ~~and~~majority ~~enters~~of ~~into~~the anOrdinary ~~alternative~~Shares ~~transaction~~present ~~within~~(in ~~twelve~~person ~~months~~or ~~following~~by ~~the~~proxy) ~~termination,~~and orvoting (ynot including abstentions) ~~Retalix~~at ~~commits~~the ~~certain~~Meeting ~~material~~(or ~~breaches~~at ofany ~~its~~adjournment ~~covenants~~thereof), ~~related~~excluding toany ~~non-solicitation~~Ordinary ~~provisions~~Shares ~~and~~that are held by Merger Sub, NCR, ~~terminates~~or by any person holding at least 25% of the ~~Merger~~means ~~Agreement~~of ascontrol aof ~~result~~either of them, or anyone acting on behalf of either of them, including any of their affiliates.

~~Retalix~~In ~~expects~~accordance towith ~~convene~~the regulations under the Companies Law, Retalix is publishing a ~~shareholders’~~Hebrew ~~meeting~~language inversion of the ~~coming~~notice ~~days~~of ~~and~~the ~~soon~~Meeting in Israeli newspapers on December 3, 2012. Soon thereafter, Retalix will provide to its shareholders a proxy statement describing the Merger, the Merger Agreement, the procedure for voting in person or by proxy at ~~such~~the ~~meeting~~Meeting and various other details related to the ~~meeting~~Meeting. ~~If the Merger is approved at such meeting, Israeli law mandates a 30-day waiting period before the Merger can become effective.~~

Voting Agreement

In connection with the execution of the Merger Agreement, Alpha Group and Ronex Holdings, Limited Partnership, which currently own, in the aggregate, approximately 37.5% of the outstanding Retalix Ordinary Shares (excluding shares issuable upon exercise of warrants held by them), have entered into a voting and support agreement with NCR, pursuant to which they have agreed, subject to the terms and conditions thereof, to vote in favor of the matters related to the Merger and against any alternative business combination transaction.

Press Release

On November 28, 2012, NCR and Retalix issued a joint press release announcing the execution of the Merger Agreement.

* * *

A copy of the Merger Agreement, the Voting Agreement and the press release announcing the execution of the Merger Agreement are attached as exhibits hereto and are hereby incorporated into this report by reference. The foregoing descriptions of the Merger Agreement and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements.

The Merger Agreement has been provided solely to inform investors of its terms. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, Retalix. Retalix’s shareholders and other investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Retalix, NCR, Merger Sub or any of their respective subsidiaries or affiliates.

RETALIX SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, the information presented herein constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. For example, the statements regarding the potential Merger involving Retalix, NCR and Merger Sub and shareholders’ receipt of the Merger Consideration in such Merger include forward-looking statements. The forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Retalix, including revenues, income and expenses, and the actual Merger Consideration payable pursuant to the Merger (if any), to be materially different from any future results, performance or achievements, or from the currently expected Merger Consideration, respectively, or from other guidance or outlooks expressed or implied by such forward-looking statements. Such factors include risks relating to Retalix's anticipated future financial performance and growth, continued rollouts with existing customers, continued interest in Retalix's products, perception by leading retailers of Retalix's reputation, potential benefits to retailers, expansion into new geographic markets and other factors over which Retalix may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. Additional risks related to the proposed Merger of Retalix with NCR and Merger Sub may also cause actual results to differ from expected results. Readers are referred to the reports and documents filed by Retalix with the Securities and Exchange Commission, including Retalix's Annual Report on Form 20-F for the year ended December 31, 2011, for a discussion of these and other important risk factors. Except as required by law, Retalix undertakes no obligation to publicly release ~~the results of~~ any revisions to these forward-looking statements, that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed ~~Merger~~transaction, Retalix intends to submit relevant materials to the SEC and other governmental or regulatory authorities, including a proxy statement. INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RETALIX AND THE TRANSACTION. The proxy statement and certain other relevant materials (when they become available) and any other documents submitted by Retalix to the SEC may be obtained free of charge at the SEC’s website at http://www.sec.gov. In addition, investors may obtain free copies of the documents submitted to the SEC by contacting Retalix’s investor contact, Sarit Sagiv, at 1-877-573-7193 in the U.S. or +972-9-776-6600 in Israel, or by accessing Retalix’s investor relations website at http://www.retalix.com/content/investor-relations. Investors are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the transaction.

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.

	RETALIX LTD.
Date: November 29, 2012	By:	/s/ Shuky Sheffer
Date: December 3, 2012	By:	/s/ Shuky Sheffer
		Shuky Sheffer
		Chief Executive Officer

EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

Exhibit No.	Description
99.1	Agreement and Plan of Merger, dated as of November 28, 2012, by and among NCR Corporation, Moon S.P.V. (Subsidiary) Ltd. and Retalix Ltd.
99.2	Form of Voting Agreement, dated as of November 28, 2012, by and among NCR Corporation, Moon S.P.V. (Subsidiary) Ltd., the Alpha Group and Ronex Holdings, Limited Partnership.
99.3	Press Release issued November 28, 2012.

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