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 January 20, 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 under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by BluePhoenix Solutions Ltd.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 January 20, 2006 and incorporated by reference herein is the Registrants immediate report dated January 20, 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: January 20, 2006
BLUEPHOENIX SOLUTIONS LTD. BOARD APPROVES OF FILING OF A DRAFT PROSPECTUS WITH THE ISRAELI SECURITIES AUTHORITY
$8 Million of Convertible Notes to be Offered in Israel and listed on Tel-Aviv Stock Exchange
HERZLIA, Israel January 20, 2006 BluePhoenix Solutions (NASDAQ: BPHX News), the leader in Enterprise IT Modernization, announced today that its Board of Directors has authorized the filing of a draft prospectus with the Israeli Securities Authority and the Tel Aviv Stock Exchange in connection with a possible underwritten offering to the public in Israel of convertible notes. Each note will be convertible into ordinary shares of BluePhoenix. Holders may convert the notes into BluePhoenixs ordinary shares at conversion rate of one ordinary share per $5.60 principal amount of notes. The proceeds from the offering, if completed and subject to market conditions are expected to be approximately $8 million. The offering is subject to the publishing of a final prospectus approved by the Israeli Securities Authority and the approval of the Tel-Aviv Stock Exchange for the listing of the notes and the shares underlying the notes for trading.
The securities to be offered 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.
About BluePhoenix Solutions
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