Modsys International Ltd 6-K 2006
SECURITIES AND EXCHANGE
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For February 09, 2006
8 Maskit Street,
Herzlia 46120, Israel
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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 o No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-.....................
This report on Form 6-K is hereby incorporated by reference in the Registration Statement on Form F-3 (Registration No. 333-116044) as amended, filed by BluePhoenix Solutions Ltd. under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by BluePhoenix Solutions Ltd. under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Attached to the Registrants Form 6-K for February 09, 2006 and incorporated by reference herein is the Registrants immediate report dated February 09, 2006.
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.
Dated: February 09, 2006
Form 6K/A regarding amendment of the form 6K filed by the registrant on February 9, 2006,. Correction of a typo mistake.
BLUEPHOENIX SOLUTIONS LTD. ANNOUNCES SUCCESFUL COMPLETION OF AN UNDERWRITTEN PUBLIC OFFERING IN ISRAEL
HERZLIA, Israel February 9, 2006 BluePhoenix Solutions Ltd. (NASDAQ: BPHX News), the leader in Enterprise IT Modernization, announced today that pursuant to the Companys prospectus dated February 1, 2006, the company has successfully completed an underwritten public offering of convertible notes in Israel.
The price of the notes as determined in the offering was 98% of the face amount of the notes, 3.5% above the minimum offering price. The aggregate face amount of the notes totaled NIS 54 million. The demand for the notes at the minimal offering price was more then 3 folds higher then the initially planned offering. Interest on the notes is LIBOR 3 months +1.5% per annum. The interest is payable every 3 months beginning on May 1, 2006, with the last payment to be made on February 1, 2011. The principal of the notes is payable in four equal annual installments on February 1 of each of 2008 through 2011. Under certain terms, the company may call for an early redemption of the notes, after February 1 2008. The notes are convertible into ordinary shares of BluePhoenix. Holders may convert the notes into BluePhoenixs ordinary shares at a conversion rate of one ordinary share per NIS 26 principal amount of notes.
The gross proceeds to the Company from the offering totaled NIS 53 million.
Based on the representative exchange rate of $1= NIS 4.71 as of February 8, 2006, the aggregate face amount of the notes is approximately $11.5 million and the conversion rate is $5.52 per ordinary share. Gross proceeds from the offering were $11.3 million.
The Israeli Securities Authority and the Tel Aviv Stock Exchange approved the listing of the notes and the shares underlying the notes for trading in the Tel-Aviv Stock Exchange.
The securities offered under the prospectus have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons, absent registration or an applicable exemption from registration requirements.
For more information, please visit www.bphx.com.
SAFE HARBOR: Certain statements contained in this release may be deemed forward-looking statements, with respect to plans, projections, or future performance of the Company, the occurrence of which involves certain risks and uncertainties that could cause actual plans to differ materially from these statements. These risks and uncertainties include but are not limited to: market demand for the Companys tools, successful implementation of the Companys tools, competitive factors, the ability to manage the Companys growth, the ability to recruit and retrain additional software personnel, the ability to develop new business lines and other risks detailed from time to time in the Companys filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated.
This press release is also available at www.bphx.com. All names and trademarks are their owners property.
All names and trademarks are their owners property.
Company Contact: Iris Yahal +972-9-9526110