FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2004
Commission File Number 000-26495
Commtouch Software Ltd.
(Translation of registrant's name into English)
1A Hazoran Street
Poleg Industrial Park, P.O. Box 8511
Netanya 42504, Israel
011-972-9-863-6888
(Address of principal executive offices)
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):
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):
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
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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COMMTOUCH SOFTWARE LTD.
FORM 6-K
Forward-Looking Statements
This Report on Form 6-K contains forward-looking statements, including
projections about our business, within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
For example, statements in the future tense, and statements including words such
as "expect", "plan", "estimate", anticipate", or "believe" are forward-looking
statements. These statements are based on information available to us at the
time of the Report; we assume no obligation to update any of them. The
statements in this Report are not guarantees of future performance and actual
results could differ materially from our current expectations as a result of
numerous factors, including the non-occurrence of any of the Company's recently
announced proposed transactions, namely the failure to consummate the preferred
share private placement and repayment of convertible notes; the failure of the
Company to receive shareholder approval of the preferred share private placement
and repayment of the convertible notes and related matters; the failure of the
Company to consummate the transactions within the timeframe required by Nasdaq,
or to otherwise fail to satisfy the conditions imposed by the Nasdaq Listing
Qualifications Panel for the continued listing of Commtouch shares on The Nasdaq
SmallCap Market; the acceleration of the payment date of convertible notes due
to a delisting by Nasdaq; business conditions and growth or deterioration in the
Internet market, commerce and the general economy both domestic as well as
international; fewer than expected new-partner relationships; competitive
factors including pricing pressures; technological developments, and products
offered by competitors; availability of qualified staff for expansion; and
technological difficulties and resource constraints encountered in developing
new products as well as those risks described in the Company's Annual Reports on
Form 20-F and reports on Form 6-K, which are available through www.sec.gov.
Purpose of this Report
A. On November 4, 2004 the Company submitted to the Securities and Exchange
Commission for filing a Form 6-K generally describing the terms of definitive
agreements for the a private placement of Series A Preferred Shares and the
early repayment of convertible notes (the "Prior Form 6-K"). The Prior Form 6-K
was formally accepted for filing by the SEC on November 5, 2004.
Attached to the Prior Form 6-K filing as Exhibit 99.1 is the Company's press
release summarizing not only the terms of the transactions, but certain Nasdaq
requirements relating to continued listing of the Company's Ordinary Shares.
Included in that summary is the requirement of a filing by November 15, 2004
with the SEC (and Nasdaq) of the Company's proxy statement evidencing the
Company's intent to seek shareholder approval of the issuance of shares pursuant
to these transactions. The Company believes that the filing of this Form 6-K,
attaching the Company's proxy statement, is sufficient to meet the above
described Nasdaq requirement.
B. Also, attached hereto is the Company's press release announcing financial
results of the Company for the third quarter of 2004.
Subsequent Events
Subsequent to the submission of the Prior Form 6-K, the Company and an
additional buyer agreed to the purchase and sale of additional Series A
Preferred Shares on the same terms as those relating to the original buyers, in
an amount of $75,000. Therefore, the total amount of proceeds expected to be
received by the Company upon the closing of the Series A Preferred Share private
placement is $3.19 million, in consideration of the issuance by the Company of
6,380,000 Series A Preferred Shares.
As a result of such additional investment, the Amended and Restated Articles of
Association attached as Exhibit 99.2 to the Prior Form 6-K were subsequently
updated to reflect the additional authorized share capital necessary to cover
the prospective additional issuance. The version of the Amended and Restated
Articles of Association attached as Exhibit A to the proxy statement attached to
this Form 6-K as Exhibit 99.1 amends and supersedes the previous version.
Information Incorporated by Reference
The information in this Report on Form 6-K is incorporated by reference into all
Registration Statements which we have filed or which we will file in the future
under the Securities Act of 1933, as amended, which permit such reports to be so
incorporated.
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.
COMMTOUCH SOFTWARE LTD.
(Registrant)
Date: November 12, 2004 By /s/ Gideon Mantel
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Gideon Mantel
CEO
Exhibit Index
Exhibit Number Description of Exhibit
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99.1 Notice of Annual Meeting of Shareholders and Proxy Statement
99.2 Press release of November 12, 2004