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Perion Network Ltd. 20-F 2011
zk1110169.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 ON
FORM 20-F/A TO FORM 20-F

o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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, 2010
 
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 No. 000-51694
 
 
IncrediMail Ltd.
(Exact Name of Registrant as specified in its charter)

N/A
(Translation of Registrant's name into English)

Israel
(Jurisdiction of incorporation or organization)

4 HaNechoshet Street
Tel Aviv, Israel 69710
(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 Registered
Ordinary shares, par value NIS 0.01 per share
NASDAQ Stock Market LLC
 
Securities registered or to be registered pursuant to Section 12(g) of the Act.
 
None
(Title of Class)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
 
None
(Title of Class)
 
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.

As of December 31, 2010, the Registrant had outstanding 9,701,750 ordinary shares, par value NIS 0.01 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

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 o 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
 
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
 
 
2

 
 
EXPLANATORY NOTE
 
On December 27, 2010 IncrediMail Ltd. (the “Registrant”) entered into the Google Services Agreement with Google Ireland Limited (the “Agreement”). The Registrant’s request for confidential treatment of certain portions of the Agreement was reviewed by the SEC. As a result, this Amendment No. 1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2010 (the “Original Report”), is being filed solely to include a revised exhibit of the redacted Google Services Agreement, dated December 27, 2010, which exhibit is hereby being appended to this Amendment No. 1.

We are including in this Amendment No. 1 currently-dated certifications by our principal executive officer and our principal financial officer. No part of the Original Report is being amended.
 
ITEM 19.                      EXHIBITS:>
 
No.
Description
 
1.1
Memorandum of Association of Registrant (1)
 
1.2
Certificate of Change of Name of Registrant (translated from Hebrew) (1)
 
1.3
Amended and Restated Articles of Association of Registrant, dated February 3, 2006 (2)
 
4.3
The Registrant’s 2003 Israeli Share Option Plan and the form of Option Agreement (1)
 
4.4
Google Services Agreement, dated December 27, 2010*
 
4.5
Stock Purchase Agreement among Ofer Adler, the Company and the purchasers listed therein, dated January 24, 2011.**
 
4.6
Registration Rights Agreement among the Company and the investors listed therein, dated January 24, 2011.**
 
8
List of all subsidiaries**
 
11
Code of Ethics (4)
 
12.1
Certification required by Rule 13a-14(a) or Rule 15d-14(a) executed by the Chief Executive Officer of the Company
 
12.2
Certification required by Rule 13a-14(a) or Rule 15d-14(a) executed by the Chief Financial Officer of the Company
 
13.1
Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
 
13.2
Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
 
14
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, Independent Auditors**
 
 ___________________________
 
(1)
Previously filed with the SEC on October 25, 2005 as an exhibit to our registration statement on Form F-1/A (File No. 333-129246).
 
(2)
Previously filed with the SEC on January 5, 2006 as an exhibit to our registration statement on Form F-1/A (File No. 333-129246).
 
(3)
Previously filed with the SEC on January 26, 2006 as an exhibit to our registration statement on Form F-1/A (File No. 333-129246).
 
(4) 
Previously filed with the SEC on May 12, 2008 as an exhibit to our annual report on Form 20-F.
 
*
Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to 17.C.F.R. §§ 230.406 and 200.83. Omitted portions were filed separately with the SEC.
 
**
Previously filed.
 
 
3

 
 
SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F has duly caused this Amendment No. 1 to its Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized on this 20th day of July, 2011.
 
   
IncrediMail Ltd.
     
   
/s/ Josef Mandelbaum
   
Josef Mandelbaum
   
Chief Executive Officer

 4


 
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