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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 January, 2003
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 item is being submitted herewith as Exhibit 1:
1. Press Release, dated January 22, 2003, of the Registrant regarding its
delisting from the Nasdaq SmallCap Market and third-quarter 2002 financial
results.
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: January 23, 2003 By: /s/ David Warburg
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David Warburg
Attorney-in-Fact for
Robi Hartman, Chief Executive Officer
EXHIBIT 1
I.I.S. INTELLIGENT INFORMATION SYSTEMS WILL BE DELISTED FROM THE NASDAQ SMALLCAP
MARKET
COMPANY MOVES TO OTC BULLETIN BOARD
COMPANY ALSO REPORTS THIRD QUARTER 2002 FINANCIAL RESULTS
RAMAT GAN, Israel, Jan. 22 /PRNewswire-FirstCall/ -- I.I.S. Intelligent
Information Systems Ltd., (Nasdaq: IISL - News) announced today that a Nasdaq
Listing Qualifications Panel has denied the Company's appeal of a November 4,
2002 Staff Determination to delist the Company's Ordinary Shares from The Nasdaq
SmallCap Market. Accordingly, the Company's Ordinary Shares will be delisted
from The Nasdaq SmallCap Market effective with the open of business on January
23, 2003. The Company's Ordinary Shares are eligible to trade on the OTC
Bulletin Board.
"We are confident that the OTC Bulletin Board will satisfy our shareholders'
needs," said Robi Hartman, Chairman and CEO of the Company.
The OTC Bulletin Board is a regulated quotation service that displays real-time
quotes, last sale prices, and volume information in over-the-counter equity
securities. OTC Bulletin Board securities are traded by a community of market
makers that enter quotes and trade reports through a highly sophisticated,
closed computer network. Further information regarding the OTC Bulletin Board
can be found on the internet at www.otcbb.com. The Company's ticker symbol will
remain "IISL" on the OTC Bulletin Board. However, some quotation services add an
"OB" to the end of the symbol and will use "IISL.OB" for the purpose of
providing stock quotes.
The Company also today announced financial results for the third quarter ended
September 30, 2002. Revenue for the third quarter was US$44,000 compared with
US$88,000 in the comparable quarter last year. The loss for the quarter was
US$417,000 or (US$0.04) per share, compared with US$532,000 or (US$0.06) in the
third quarter of 2001.
These losses reflect the Company's ongoing participation in the losses of
StoreAge Networking Technologies Ltd. ("StoreAge"), the Company's 39%-held
associate company, currently in its maturation phase. The losses, which amounted
to US$346,000 this quarter, were mainly as a result of continued investment in
R&D, the enhancement of sales and marketing operations in the US, and the
establishment of sales partnerships in Europe and the Far East.
"The Company continues to be impacted by declines in the technology sector and
the overall sluggish economy," said Robi Hartman. "However, we are committed to
pursuing a strategy that will be in the best interest of the Company and its
shareholders. As such, we have been focusing on strict cost-containment, while
reviewing a number of business, financial and operational alternatives available
to us. It is impossible to predict the timing of an economic recovery, but we
are hopeful that our efforts will enable us to weather the storm while we await
better economic times." Hartman added, "I still believe in the value of our
StoreAge affiliate, and I have continued to purchase shares on the open market."
As part of its cost-containment efforts, the Company has terminated all its
iSCSI activities and the Audit Committee and Board of Directors have approved in
principle a management buy-out of these activities in consideration for 25% of a
new entity to be formed to continue these activities and the undertaking of such
new entity to fulfill the obligations of the Company to its customers. This
management buy-out is
still subject to final agreement and approval of the Audit Committee and Board
of Directors of the Company.
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 owns a 39% interest in StoreAge Networking
Technologies, Ltd (http://www.store-age.com), a leader in Storage Virtualization
technology.
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.
IIS Intelligent Information Systems Ltd
SUMMARY OF CONSOLIDATED STATEMENT OF OPERATION
(In thousands except per share amounts)
Three months Nine months Year
ended ended ended
Sept. 30, Sept. 30, Dec. 31,
2002 2001 2002 2001 2001
Revenues
Revenues from
related party $ 30 $ - $ 145 $ - $ 251
Products 14 88 57 247 83
44 88 202 247 334
Cost of revenues
Revenues from
related party 21 - 51 - 155
Products 7 3 37 28 28
28 3 88 28 183
Gross profit 16 85 114 219 151
Operating expenses
Research & Development,
net 145 150 378 465 479
Selling & Marketing
Expenses 9 5 45 12 21
General & Administrative
Expenses 132 195 440 578 791
Amortization of
other assets - 24 - 72 97
Non recurring
income (212) - (212) - (180)
Total operating
expenses 74 374 651 1,127 1,208
Operating Loss (58) (289) (537) (908) (1,057)
Financial expenses
Financial income
(expenses) (13) (37) (8) (72) (56)
Financial expenses from
conversion of convertible
debentures - - - - (1,491)
Total financial income
(expenses) (13) (37) (8) (72) (1,547)
Other income
(expenses) - 1 - 1 -
Loss before
equity losses (71) (325) (545) (610) (2,604)
Equity in losses of
an affiliate (346) (206) (1,125) (610) (877)
Net loss $ (417) $ (532) $ (1,670) $ (1,589) $ (3,481)
Loss per
share $ (0.04) $ (0.06) $ (0.15) $ (0.17) $ (0.37)
Weighted AVG.
No of shares
outstanding 11,502 9,535 11,469 9,185 9,409
IIS Intelligent Information Systems Ltd
CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30 December 31,
2002 2001 2001
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 721 $ 2,375 $ 1,556
Trade Receivables 9 14 13
Other Accounts Receivable 127 164 130
Total Current Assets 857 2,553 1,699
INVESTMENT IN AFFILIATE 125 1,537 1,250
PROPERTY, PLANT AND EQUIPMENT, NET 68 96 88
OTHER ASSETS 186 211 186
TOTAL ASSETS $ 1,236 $ 4,397 $ 3,223
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short Term Bank Debt $ 3 $ 10 $ 10
Trade Payables 77 130 119
Other Accounts Payable 237 783 546
Total Current Liabilities 317 923 675
LONG TERM LIABILITIES:
Banks - 4 1
Convertible Loan - 2,855 -
Accrued Severance Pay, net 10 12 12
Total Long Term Liabilities 10 2,871 13
SHAREHOLDERS' EQUITY:
Share Capital 55 54 55
Additional Paid in Capital 41,402 37,624 41,419
Accumulated other comprehensive
income (loss) - - -
Receipts on account of shares - - -
Receivables on account of shares - - -
Deferred Compensation (28) (117) (89)
Accumulated Deficit (40,520) (36,958) (38,850)
TOTAL SHAREHOLDERS' EQUITY 909 603 2,535
TOTAL LIABILITIES $ 1,236 $ 4,397 $ 3,223