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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2002
I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED
(Translation of Registrant's Name Into English)
33 Jabotinsky Street
Ramat Gan, Israel
(Address of Principal Executive Offices)
(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 / /
(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/
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-_______.)
This Report of Foreign Private Issuer on Form 6-K is incorporated by reference
in the prospectus in any effective Registration Statement on Form F-3 filed by
I.I.S. Intelligent Information Systems Limited prior to or after the date
hereof.
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The following items are being submitted herewith as Exhibits 1, 2 and 3:
1. Notice of Annual General Meeting of Shareholders of I.I.S. Intelligent
Information Systems Limited (the "Company"), dated November 25, 2002.
2. Proxy Statement of the Company, dated November 25, 2002.
3. Press Release of the Company, dated November 11, 2002, regarding Nasdaq
delisting notice and hearing request.
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 hereunto duly authorized.
I.I.S. INTELLIGENT INFORMATION
SYSTEMS LIMITED
Date: December 4, 2002 By: /s/ DAVID WARBURG
-------------------------------------
David Warburg
Attorney-in-Fact for
Robi Hartman, Chief Executive Officer
EXHIBIT 1
I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
November 25, 2002
Notice is hereby given that the Annual General Meeting of Shareholders
(the "Annual General Meeting" or the "Meeting") of I.I.S. Intelligent
Information Systems Limited ("IIS" or the "Company") will be held on December
22, 2002, at the offices of the Company, located at Twin Towers, 33 Jabotinsky
Street, Ramat Gan 52511, Israel, at 10:30 A.M. local time, for the following
purposes:
(a) To receive and consider the Directors' Report and the Audited
Consolidated Financial Statements of the Company and its subsidiaries for the
year ended December 31, 2001; and
(b) To reappoint the Company's auditors and to authorize the Board of
Directors to fix the remuneration of the auditors in accordance with the volume
and nature of their services.
Shareholders of record at the close of business on November 22, 2002
are entitled to notice of and to vote at the Meeting.
Shareholders who are unable to attend the Meeting in person are
requested to complete, date and sign the enclosed form of proxy and return it
promptly in the enclosed pre-addressed envelope. No postage is required if
mailed in the United States. Shareholders who attend the Meeting may revoke
their proxy and vote their shares in person.
In accordance with the Company's Articles of Association, all proxies
must be received by American Stock Transfer and Trust Company, the Company's
transfer agent, or by the Company at its registered office, located at Twin
Towers, 33 Jabotinsky Street, Ramat Gan 52511, Israel, at least 48 hours prior
to the Meeting to be validly included in the tally of Ordinary Shares voting at
the Meeting.
According to the Articles of Association, the quorum at the Meeting
shall be two shareholders present in person or by proxy, holding or representing
twenty five percent (25%) of the total voting rights in the Company. If within
half an hour from the time appointed for the holding of the Meeting a quorum is
not present, the Meeting shall stand adjourned to the same day in the next week
at the same time and place or any time and hour as the Directors shall designate
and state in a notice to the shareholders entitled to vote at the original
meeting, and if, at such adjourned meeting, a quorum is not present within half
an hour from the time appointed for holding the Meeting, any two shareholders
present in person or by proxy shall be a quorum. This notice shall serve as
notice of such adjourned meeting if no quorum is present at the original date
and time and no further notice of the adjourned meeting will be given to
shareholders.
Joint holders of Ordinary Shares should take note that, pursuant to
Article 40 of the Articles of Association of the Company, the vote of the senior
of the joint holders of any share who tenders a vote, whether in person or by
proxy, will be accepted to the exclusion of the vote(s) of the other registered
holder(s). For this purpose, seniority will be determined by the order in which
the names stand in the Company's Shareholders Register.
By Order of the Board of Directors,
/s/ Robi Hartman
ROBI HARTMAN
CHAIRMAN OF THE BOARD OF DIRECTORS
THE ANNUAL REPORT OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001,
INCLUDING AUDITED CONSOLIDATED FINANCIAL STATEMENTS, IS ENCLOSED HEREWITH, BUT
IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
EXHIBIT 2
I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED
TWIN TOWERS, 33 JABOTINSKY STREET
RAMAT GAN 52511, ISRAEL
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PROXY STATEMENT
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This proxy statement is furnished to the holders of Ordinary Shares,
NIS 0.003 nominal value per share (the "Ordinary Shares"), of I.I.S. Intelligent
Information Systems Limited, an Israeli company ("IIS" or the "Company"), in
connection with the solicitation of proxies for use at the Annual General
Meeting of Shareholders (the "Annual General Meeting" or the "Meeting")
scheduled to be held on December 22, 2002, at the offices of the Company, Twin
Towers, 33 Jabotinsky Street, Ramat Gan 52511, Israel at 10:30 A.M. local time
or at any adjournment or postponement thereof. A form of proxy for use at the
Meeting and a return envelope for the proxy are also enclosed. Shareholders may
revoke their proxies at any time before the effective exercise thereof by filing
with the Company a written notice of revocation or duly executed proxy bearing a
later date, or by voting in person at the Meeting. Unless otherwise indicated on
the form of proxy, Ordinary Shares represented by a proxy in the enclosed form,
if the proxy is properly executed and received by the Company prior to the
Meeting, will be voted in favor of all the matters to be presented at the
Meeting, as described below.
It is proposed that at the Meeting: (a) the Directors' Report and
Audited Consolidated Financial Statements of the Company and its subsidiaries
for the year ended December 31, 2001 be received and considered; and (b) the
Company appoint its auditors and authorize the Board of Directors to fix the
remuneration of the auditors in accordance with the volume and nature of their
services.
Proxies for use at the Meeting are being solicited by the Board of
Directors of the Company. Proxies will be mailed on or about November 25, 2002
to shareholders of record at the close of business on November 22, 2002, and
will be solicited mainly by mail, but additional solicitation may be made by
telephone, telecopier or other means of communication or personal contact by
certain officers, directors and regular employees of the Company, none of whom
will receive any additional compensation therefor. The Company will bear the
cost of solicitation of the proxies, including postage, printing and handling,
and will reimburse the reasonable expenses of brokerage firms and others for
forwarding material to beneficial owners of Ordinary Shares.
OUTSTANDING SHARES, VOTING RIGHTS
AND BENEFICIAL OWNERSHIP
The Company had outstanding, as of November 22, 2002, 11,576,539
Ordinary Shares, each of which is entitled to one vote upon the matters to be
presented to the Annual General Meeting. Only shareholders of record at the
close of business on November 22, 2002 will be entitled to vote at the Meeting.
The quorum at the Meeting shall be at least two shareholders present in person
or by proxy, holding or representing at least twenty five percent (25%) of the
total voting rights in the Company.
The following table sets forth, as of November 22, 2002, the number of
Ordinary Shares of the Company owned by (i) all persons known to the Company to
own beneficially more than 5% of the Company's Ordinary Shares and (ii) all
directors and officers as a group.
NUMBER OF PERCENT OF
NAME AND ADDRESS ORDINARY SHARES ORDINARY SHARES
BENEFICIALLY OWNED(1) BENEFICIALLY OWNED(2)
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CDC Holdings Ltd.(3)....................... 1,258,225 10.87%
Robi Hartman(4)............................ 1,469,814 12.70%
All directors and officers as a group...... 1,759,814(5) 15.20%
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(1) Beneficial ownership assumes the exercise of all options and warrants
held by such person or persons that are currently exercisable or are
exercisable within 60 days of the date hereof.
(2) Percentage ownership is based on 11,576,539 shares outstanding as of
November 22, 2002.
(3) As reported on Schedule 13G filed with the Securities & Exchange
Commission, dated January 14, 2002.
(4) Mr. Hartman is Chief Executive Officer and Chairman of the Company.
Beneficial ownership is as reported on Amendment No. 11 to Schedule 13G
dated November 21, 2002.
(5) Includes 100,000 and 80,000 shares issued to Danny Shavit, the Company's
Chief Technology Officer, and Eastek Embedded Systems (Meitav) Ltd.
("Eastek"), respectively, in connection with the Company's acquisition
of the assets of Eastek in November 2000. Subject to certain conditions,
the Ordinary Shares issued to Mr. Shavit will be delivered to him in
installments of 30,000, 35,000 and 35,000 Ordinary Shares on the first,
second and third anniversaries of the
Eastek acquisition, respectively. The first installment of 30,000
Ordinary Shares has been delivered to Mr. Shavit. Additionally, Mr.
Shavit is the beneficial owner of the shares issued to Eastek. Eastek
has sold 15,000 of such Ordinary Shares during November 2002.
DIRECTORS
In August 1993 the Company's Articles of Association were amended to
provide, among other matters, for a classified board of directors.
The directors, their present principal occupations or employment,
ages, the year in which each first became a director, the year in which their
term of office expires and the number of Ordinary Shares of the Company
beneficially owned by each on November 22, 2002, are set out bellow. All
incumbent directors will continue to hold office and no director will be elected
at the Meeting.
NUMBER OF
PRINCIPAL SHARES
OCCUPATION DIRECTOR DIRECTORSHIP BENEFICIALLY
NAME OR EMPLOYMENT AGE SINCE EXPIRES OWNED(1)
---- ------------- --- -------- ------------ ------------
Robi Hartman Chairman and Chief
Executive Officer of
the Company 41 1998 * 1,619,814
David Rubner Chairman and Chief
Executive Officer,
Rubner Technology
Ventures Ltd. 62 2000 2003 50,000
Yael Ilan President, Yedatel Ltd. 53 1997 2004 50,000
Aharon Jacobowitz Management consultant 53 1995 2003 50,000
Jonathan Nativ(2) Chief Executive Officer 55 2000 2003 50,000
of Compwise Ltd.
Moshe Kahn(2) Partner, M. Porath and Co. 44 2000 2003 50,000
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(*) The Articles of Association of the Company provide that the Chief Executive
Officer of the Company will automatically be a director and his term of
office as a director shall be vacated, ipso facto, when he ceases to serve
as Chief Executive Officer of the Company.
(1) Includes Ordinary Shares which may be issued upon exercise of options.
Certain of such options have not yet vested.
(2) External Director under the Israeli Companies Law.
EXECUTIVE COMPENSATION
During the fiscal year ended December 31, 2001, the aggregate
remuneration paid to all officers and directors of the Company as a group (then
eight persons) was approximately $346,000.
No options were granted to the Company's directors during the fiscal
year ended December 31, 2001.
RECEIPT AND CONSIDERATION OF DIRECTORS'
REPORT AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS
At the Meeting, the Directors' Report and Audited Consolidated
Financial Statements of the Company and its subsidiaries for the fiscal year
ended December 31, 2001, will be presented. The affirmative vote of the holders
of a majority of the Ordinary Shares represented at the Meeting in person or by
proxy and voting thereon will be required for the receipt by the shareholders of
the Directors' Report and Audited Consolidated Financial Statements of the
Company and its subsidiaries for the fiscal year ended December 31, 2001.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RECEIPT OF THE DIRECTORS' REPORT
AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS
SUBSIDIARIES FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001.
APPOINTMENT OF AUDITORS
Kost, Forer & Gabbay, Certified Public Accountants (Israel) and a
member of Ernst & Young International, has been nominated by the Board of
Directors of the Company for reappointment as auditors of the Company for the
fiscal year ending December 31, 2001, and their remuneration shall be fixed by
the Board of Directors according to the volume and nature of their services.
They have no relationship with the Company or with any affiliate of the Company
except as auditors. The affirmative vote of the holders of a majority of the
Ordinary Shares represented at the Meeting in person or by proxy and voting
thereon will be required for shareholder approval of the reappointment of Kost,
Forer & Gabbay as auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE REAPPOINTMENT OF
KOST, FORER & GABBAY AS AUDITORS OF THE COMPANY.
By Order of the Board of Directors,
/s/ Robi Hartman
ROBI HARTMAN
CHAIRMAN OF THE BOARD OF DIRECTORS
Dated: November 25, 2002
EXHIBIT 3
I.I.S. INTELLIGENT INFORMATION SYSTEMS RECEIVES NASDAQ DELISTING NOTICE AND
REQUESTS HEARING
DELISTING STAYED PENDING RESULTS OF HEARING
RAMAT GAN, Israel, Nov. 11 /PRNewswire-FirstCall/ -- I.I.S. Intelligent
Information Systems Ltd., (Nasdaq: IISL - NEWS) announced that it had received a
Nasdaq Staff Determination indicating that the Company has failed to comply with
either the minimum $2 million net tangible assets or the minimum $2.5 million
stockholders' equity requirements for continued listing set forth in Marketplace
Rule 4310(c)(2)(B).
The Company has requested a hearing before a Nasdaq Listing Qualifications Panel
to review the Staff Determination. The delisting has therefore been stayed
pending the results of the hearing, which is expected to be held, and the
results released, within the next 45 to 60 days. There can be no assurance,
however, that the Panel will grant the Company's request for continued listing.
The Company expects that its Ordinary Shares will be quoted on the
Over-the-Counter Bulletin Board (OTC:BB - NEWS) if they are delisted from the
Nasdaq SmallCap Market. The Company cannot predict at this time whether
quotation of its Ordinary Shares on the Over-the-Counter Bulletin Board in lieu
of the Nasdaq SmallCap Market will adversely impact the liquidity of the trading
market for the Ordinary Shares.
Despite receipt of Nasdaq's delisting notice, the Company's management remains
optimistic with respect to the Company's future. Management is particularly
pleased with recent strategic partnerships and positive business developments at
the Company's affiliate StoreAge. Such developments include a recently announced
partnership with Unisys, to incorporate StoreAge's volume management and storage
management technology into a variety of Unisys strategic storage solutions.
"We believe deeply in the superiority of our technology and products and we look
forward to better times ahead," said Robi Hartman, Chairman and CEO of the
Company. "We regret Nasdaq's decision, but we believe our shareholders' and
prospective public investors' current trading and liquidity needs at this time
are likely to be adequately served on the Over-the-Counter Bulletin Board
(OTC:BB - NEWS), should Nasdaq's initial determination prevail. On a personal
note, let me say that I believe in the value of IIS in general, and specifically
in the value of our StoreAge affiliate. I've been buying shares in the open
market as filed with the SEC, and will continue to do so at current levels,"
Hartman added.
About IIS
I.I.S. Intelligent Information Systems Ltd. (IIS) (http://www.iislf.com) is
focused on R&D investments and operations within the technology sector of
Storage Networking. The Company develops and markets iSWAT(TM)
(http://www.swattest.com), an innovative line of software applications for iSCSI
protocol analysis, error injection and iSCSI conformance; and iTarget(TM) iSCSI
technology architecture and implementation solutions. The Company also owns a
39% interest in StoreAge Networking Technologies, Ltd
(http://www.store-age.com), a leader in Storage Virtualization technology. The
Company seeks to increase its cooperation with OEM partners and storage device
vendors to deliver advanced I storage solutions to the enterprise market.
This release contains historical information and forward-looking statements.
Statements looking forward in time are included in this release pursuant to the
"safe harbor" provision of the Private Securities Litigation Reform Act of 1995.
They involve known and unknown risks and uncertainties that may cause the
Company's actual results in future periods to be materially different from any
future performance
suggested herein. Further, the Company operates in an industry sector where
securities values may be volatile and may be influenced by economic and other
factors beyond the Company's control. In the context of the forward-looking
information provided in this release and in other releases and reports by the
Company, please refer to the discussions of risk factors detailed in, as well as
the other information contained in, the Company's filings with the Securities
and Exchange Commission during the past 12 months.