UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549







Amendment No. 1 to




FORM 20-F





o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934




Or





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2011




Or





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Or





o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Date of event requiring this shell company report




For the transition period from                  to




Commission File number:  001-13128








POINTER TELOCATION LTD.


(Exact name of Registrant as specified in its charter)










N/A
ISRAEL(Translation of Registrant’s

name into English)
(Jurisdiction of incorporation

or organization)





14 Hamelacha Street,


Rosh Haayin 48091, Israel


(Address of principal executive offices)







Securities registered or to be registered pursuant to Section 12(b) of the Act:




Title of each class

Name of each exchange on which registeredOrdinary Shares, NIS 3.00 nominal value per share

NASDAQ Stock Market LLC




Securities registered or to be registered pursuant to Section 12(g) of the Act:


None




Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:




None




Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.





4,860,024 Ordinary Shares, NIS 3.00 nominal value per share




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.





Yes  o    No   x




If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.





Yes  o    No  x




Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





Yes  x   No  o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes  x    No  o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer o
Accelerated filer  o
Non-accelerated filer  x




2





Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:





U.S. GAAP x
International Financial Reporting Standards as issued by

the International Accounting Standards Board  o
Other  o




If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.





Item 17  o    Item 18  o




If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes  o    No  x





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EXPLANATORY NOTE





This Amendment No. 1 ("Amendment No. 1"), to our annual report on Form 20-F for the year ended December 31, 2011, initially filed with the Securities and Exchange Commission on March 29, 2012 (the "Form 20-F"), is being filed solely for the purpose of correcting certain incorrect references to filing numbers of previously filed registration statements in the auditor consents filed as Exhibits 14.1, 14.2, 14.3, and 14.4 to the Form 20-F. Those exhibits are hereby replaced in their entirety with the attached Exhibits 14.1, 14.2, 14.3, and 14.4.





As a result, this Amendment No. 1 consists of a cover page, this explanatory note, an index listing the revised exhibits, a signature page and the revised Exhibits 14.1, 14.2, 14.3, and 14.4.





Other than the foregoing items, no part of the Form 20-F is being amended. Amendment No. 1 does not reflect events occurring after the filing of the 2011 Form 20-F on March 29, 2012, and does not modify or update the disclosures therein in any way other than as required to reflect the amendments described above.





4





SIGNATURE




The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and this amendment thereto and that it has duly caused and authorized the undersigned to sign this first amendment to its annual report on its behalf.





POINTER TELOCATION LIMITEDBy:
/s/ David MahlabDavid MahlabChief Executive Officer


April 25, 2012





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EXHIBIT INDEX







14.1
Consent of Kost, Forer, Gabbay & Kasierer Certified Public Accountants (Israel).





14.2
Consent of Grant Thornton Argentina S.C. Certified Public Accountants (Argentina).





14.3
Consent of Salles, Sainz – Grant Thornton, S.C. Certified Public Accountants (Mexico).





14.4
Consent of Baker Tilly Brasil Certified Public Accountants (Brazil).