|
Israel
|
Not
applicable
|
|
|
(State
or other jurisdiction of
|
(I.R.S.
employer
|
|
|
incorporation
or organization)
|
Identification
no.)
|
|
Ernest
Wechsler , Esq.
Kramer
Levin Naftalis & Frankel LLP
1177
Avenue of the Americas
New
York, New York 10036
(212)-715-9100
|
Yael
Bar-Shai, Adv.
Herzog,
Fox & Neeman
Asia
House
4
Weizman Street
Tel
Aviv 64239, Israel
972-3-692-2020
|
|
Large accelerated filer
|
Accelerated filer ý
|
Non-accelerated
filer
|
Smaller
Reporting Company
|
|
Title
of Securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering price per share
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
|
Ordinary
Shares, NIS 0.01 par value per share
|
396,000
shares (1)
|
$0.00265
(2)
|
$1048.17
|
$0.04
|
|
Ordinary
Shares, NIS 0.01 par value per share
|
4,000
shares (3)
|
$5.81
(4)
|
$23,220
|
$0.91
|
|
(1)
|
Representing
shares subject to options granted under the Formula Systems (1985) Ltd. -
Employees and Office Holders Share Option Plan
(2008).
|
|
(2)
|
Based
upon the actual exercise price of the options already granted under the
Formula Systems (1985) Ltd. - Employees and Office Holders Share Option
Plan (2008).
|
|
(3)
|
Representing
the maximum remaining number of shares that are available for grant under
the Formula Systems (1985) Ltd. - Employees and Office Holders Share
Option Plan (2008).
|
|
(4)
|
Calculated
solely for purposes of this offering under Rule 457(h) of the Securities
Act of 1933, as amended, on the basis of the average of the high and low
selling prices per share of the Registrant’s Ordinary Shares on January 9,
2009, which is within five business days of this
offering.
|
|
|
INFORMATION
REQUIRED IN THE REGISTRATION
STATEMENT
|
|
(a)
|
The
Registrant’s Annual Report on Form 20-F for the fiscal year ended December
31, 2007, filed with the Commission on June 30,
2008;
|
|
(b)
|
The
Registrant’s Annual Report on Form 20-F/A for the fiscal year ended
December 31, 2007, filed with the Commission on December 29, 2008;
and
|
|
(c)
|
The
Registrant’s reports on Form 6-K, filed with the SEC on January 22, 2008,
February 14, 2008, March 17, 2008, March 20, 2008, March 26, 2008, May 27,
2008, August 25, 2008, November 25, 2008 and December 17,
2008.
|
|
·
|
a
breach of his duty of care to the Registrant or to another
person;
|
|
·
|
a
breach of his duty of loyalty to the Registrant, provided that the office
holder acted in good faith and had reasonable cause to assume that his act
would not prejudice the Registrant's interests;
or
|
|
·
|
a financial
liability imposed upon
him in
favor of another person.
|
|
(i)
|
a
financial liability imposed on him in favor of another person by any
judgment, including a settlement or an arbitrator’s award approved by a
court;
|
|
(ii)
|
reasonable
litigation expenses, including attorney’s fees, expended by the office
holder as a result of an investigation or proceeding instituted against
him by a competent authority, provided that such investigation or
proceeding concluded without the filing of an indictment against him,
and either (i) concluded without the imposition of any financial liability
in lieu of criminal proceedings; or (ii) concluded with the imposition of
a financial liability in lieu of criminal proceedings but relates to a
criminal offense that does not require proof of criminal intent;
and
|
|
(iii)
|
reasonable
litigation expenses, including attorneys’ fees, expended by the office
holder or charged to him by a court, in proceedings instituted against him
by another person, or in a criminal charge from which he was acquitted or
in any criminal proceedings of a crime which does not require proof of
criminal intent in which he was convicted.
|
|
·
|
a
breach by the office holder of his duty of loyalty unless the office
holder acted in good faith and had a reasonable basis to believe that the
act would not prejudice the
company;
|
|
·
|
a
breach by the office holder of his duty of care if the breach was done
intentionally or recklessly, except for a breach that was made in
negligence;
|
|
·
|
any
act or omission done with the intent to derive an illegal personal
benefit;
|
| · | any fine levied against the office holder; or |
|
·
|
a
counterclaim made by the company or in its name in connection with a claim
against the company filed by the office
holder.
|
|
4.1
|
Articles
of Association of the Registrant as amended on December 28, 2005
(Incorporated by reference to the Annual Report on Form 20-F filed with
the Securities and Exchange Commission on June 29,
2006).
|
|
5
|
Opinion
of Herzog, Fox & Neeman
|
|
23.1
|
Consent
of Levy Cohen and Co.
|
|
23.2
|
Consent
of Levy Cohen and Co.
|
|
23.3
|
Consent
of Kost, Forer, Gabbay &
Kasierer
|
|
23.4
|
Consent
of Kost, Forer, Gabbay & Kasierer
|
|
23.5
|
Consent
of Verstegen accountants en
belastingadviseurs
|
|
23.6
|
Consent
of KDA Audit Corporation
|
|
23.7
|
Consent
of Maria Negyessy
|
|
23.8
|
Consent
of Herzog, Fox & Neeman (contained in their opinion constituting
Exhibit 5)
|
|
24
|
Power
of Attorney (included in signature
page)
|
|
1)
|
The
undersigned Registrant hereby
undertakes:
|
|
a)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
|
|
i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
|
ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective Registration Statement;
and
|
|
iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
change to such information in this Registration
Statement;
|
|
b)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
c)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
Name
|
Title
|
Date
|
|
Principal
Executive Officer:
|
||
|
/s/ Guy
Bernstein
|
Chief
Executive Officer and Director
|
January
11, 2009
|
|
Guy Bernstein
|
||
|
Principal
Financial Officer and Principal
|
||
|
Accounting
Officer:
|
||
|
/s/ Naamit Salomon
|
Chief
Financial Officer
|
January
11, 2009
|
|
Naamit Salomon
|
||
|
Directors:
|
||
|
/s/ Shimon Laor
|
Director
|
January
11, 2009
|
|
Shimon Laor
|
||
|
/s/ Tal Barnoach
|
Director
|
January
11, 2009
|
|
Tal Barnoach
|
||
|
/s/ Hadas Gazit
Kaiser
|
Director
|
January
11, 2009
|
|
Hadas Gazit Kaiser
|
||
|
/s/ Dr. Shlomo
Nass
|
Director
|
January
11, 2009
|
|
Dr. Shlomo Nass
|
||
|
/s/ Dr. Ronnie Vinkler
|
Director
|
January
11, 2009
|
|
Dr. Ronnie Vinkler
|
||
|
/s/ Ofer Lavie
|
Director
|
January
11, 2009
|
|
Ofer Lavie
|
||
|
/s/ Naftali Shani
|
Director
|
January
11, 2009
|
|
Naftali Shani
|
||
|
Authorized
Representative in the United States:
|
||
|
Corporation
Service Company
|
||
|
/s/ Jacqueline N. Casper
|
January
6, 2009
|
|
|
By:
Jacqueline N. Casper, Assistant VP
|
|
Exhibit No.
|
Description
|
|
4.1
|
Articles
of Association of the Registrant as amended on December 28, 2005
(Incorporated by reference to the Annual Report on Form 20-F filed with
the Securities and Exchange Commission on June 29,
2006).
|
|
5
|
Opinion
of Herzog, Fox & Neeman
|
|
23.1
|
Consent
of Levy Cohen and Co.
|
|
23.2
|
Consent
of Levy Cohen and Co.
|
|
23.3
|
Consent
of Kost, Forer, Gabbay & Kaiserer
|
|
23.4
|
Consent
of Kost, Forer, Gabbay & Kaiserer
|
|
23.5
|
Consent
of Verstegen accountants en belastingadviseurs
|
|
23.6
|
Consent
of KDA Audit Corporation
|
|
23.7
|
Consent
of Maria Negyessy
|
|
23.8
|
Consent
of Herzog, Fox & Neeman (contained in their opinion constituting
Exhibit 5)
|
|
24
|
Power
of Attorney (included in signature
page)
|